# LEASE

# BETWEEN
FRANKLIN STREET PROPERTIES, LLC, a California limited liability company,
as Landlord

# and
CENTRAL COAST BANK CORP., a California corporation,

# as
Tenant

# Marina,
California

# April
16, 1998

THIS LEASE (this "Lease") is made and entered into as of the date set forth in Section 1.1 by and between Landlord and Tenant.

ARTICLE 1 - BASIC LEASE PROVISIONS

1.1  Effective Date:  April 16, 1998
1.2  Landlord: FRANKLIN STREET PROPERTIES, LLC, a California limited liability company.
1.3  Tenant:  CENTRAL COAST BANK CORP., a California corporation
1.4  Tenant's Trade Name:  Cypress Bank.  (Article 10)
1.5  Project: Project on Reservation Road, Marina, California, including site of
current Cypress Bank building at 228 Reservation Road, to be named Cypress
Bank Plaza, subject to approval of applicable governmental authorities. 
1.6  Premises:  Approximately as depicted on the site plan attached hereto as
Exhibit A. containing approximately three thousand (3,000) square feet of Floor Area.
(Article 2)
1.7  Term:  Six (60) months, with three (3) Option Terms of sixty (60) months each.  (Article 3)
1.8  Minimum Annual Rent: Twelve Dollars ($12.00) per square foot of Floor Area in the Premises,
subject to adjustment on each yearly anniversary of the Commencement Date occurring during the
Term (as extended by the Option Term(s), as applicable, as set forth in Section 6.1 below.  (Article 6)
1.9  Use of Premises:    The Premises shall be used for the operation of retail branch bank and
 operations incidental thereto, and for no other use or purpose.  (Article 10)
1.10 Security Deposit:    None.
1.11 Broker(s):   None.  (Article 22)
1.12 Notices:   (Article 22)

To Landlord:  
Franklin Street Properties, LLC
204 Franklin Street 
Redwood City, California 94063
Attn: Matthew H. Howarth 
To Tenant:
Central Coast Bank Corp.
1658 Fremont Boulevard
Seaside, California 93955
Attn: John McCarthy

This
Article 1 is intended to supplement and/or summarize the provisions set
forth in the balance of this Lease. If there is any conflict between any
provisions contained in this Article 1 and the balance of this Lease, the
balance of this Lease shall control.

2.1
Premises. Landlord leases to Tenant and Tenant leases from Landlord, for the
Term (as defined in Article 3) and upon the covenants
and conditions set forth in this Lease, the premises described in Section 1.6(Premises).

2.2
Reservation. Landlord reserves the right to use the exterior walls, floor, roof
and plenum in, above and below the Premises for the repair, maintenance, use and
replacement of pipes, ducts, utility lines and systems and structural elements
serving the Project and for such other purposes as Landlord deems necessary. In
exercising its rights reserved herein, Landlord shall not unreasonably interfere
with the operation of Tenants business on the Premises.

2.3
Floor Area. The term Floor Area, as used in this Lease, shall
mean all areas designated by Landlord for the exclusive use of a tenant (subject
to the Landlords reservation set forth in Section 2.2 above)
measured from the exterior surface of exterior walls (and extensions, in the
case of openings) and from the center of interior demising walls, and shall
include, but not be limited to, restrooms, mezzanines, warehouse or storage
areas, clerical or office areas and employee areas. The Premises contain
approximately the number of square feet of Floor Area specified in Section
1.6. Landlord and Tenant shall each have the right during the first ninety
(90) days following the Commencement Date to cause the Floor Area of the
Premises to be remeasured by a licensed architect. If an error is found in the
measurement of the Floor Area, the measuring party shall cause its architect to
certify the correct measurement to the other party for approval, which approval
shall not be unreasonably withheld or delayed. In the event that the
non-measuring party within ten (10) days of its receipt of such certification
notifies the measuring party of its objection to the measuring partys
determination of the Floor Area, then Landlord and Tenant and their respective
architects shall meet within ten (10) days of such notification of objection and
resolve any disputes and come to agreement on the actual Floor Area of the
Premises in a manner consistent with the definition and manner of determination
of the Floor Area of the Premises contained in this Section 2.3. In the
event that the non-measuring party fails to so notify the measuring party of its
objection to such certification within such time period, then such determination
of the Floor Area as so certified shall be deemed to be correct. Upon
determination of the actual Floor Area of the Premises in the manner set forth
herein, the Minimum Annual Rent and all other charges payable by Tenant under
this Lease which are determined with reference to the Floor Area of the Premises
shall be adjusted accordingly.

# ARTICLE
3  TERM

3.1
Term. This Lease shall be effective from and after the Effective Date specified
in Section 1.1. The term of this Lease (Term) shall
commence on the date (the Commencement Date) of the earlier
of: (a) the date Tenant initially opens for business to the public in the
Premises, or (b) sixty (60) days following the Substantial Completion
of the Premises (as defined in Section 4.1 below). The Term
shall continue, unless sooner terminated in accordance with the provisions of
this Lease, for the number of months specified in Section 1.7 from the
Commencement Date (except that if the Commencement Date is not the first day of
a calendar month, then the Term shall be measured from the first day of the
calendar month following the Commencement Date).

3.2
Extension Options. Tenant shall have the option to extend the Term of this Lease
for three (3) additional periods of sixty (60) months each as set forth in
Article 1 of this Lease (each such period being referred to herein as an
Option Term) only by giving Landlord written notice by
the later to occur of (A) fifteen (15) days following Tenants receipt of
written notice from Landlord reminding Tenant of the expiration date for
Tenants exercise of such option (which notice from Landlord shall not be
delivered earlier than fifteen (15) months prior to the expiration of the then
applicable Term), or (B) at least one (1) year before the expiration of the then
applicable Term. All of the terms, covenants, conditions, provisions and
agreements applicable to the initial Term shall be applicable to the Option
Terms, including, without limitation, adjustment of the Minimum Annual Rent on
each anniversary of the Commencement Date occurring during each Option Term.
Time is of the essence with respect to Tenants exercise of the options to
extend the Term of this Lease provided herein. The option to extend the Term
pursuant hereto by the Option Terms shall not be personal to the original Tenant
signatory to this Lease and shall be exercisable by or for the benefit of
any assignee or subtenant of Tenant (including, without limitation, an assignee
in connection with a Permitted Transfer pursuant to
Section 13.4 below); provided, however, that in the event of
Tenants exercise of an option to extend pursuant hereto following any
assignment of this Lease (other than to an assignee in connection with a
Permitted Transfer pursuant to Section 13.4 below) or while any sublease
remains in effect with respect to the Premises, Minimum Annual Rent shall be
increased as of the commencement of the applicable Option Term to equal the
greater of (1) the amount which would otherwise then be due based upon the
adjustment provided for in Section 6.1 below, or (2) the Fair
Market Rent (as hereinafter defined) for the Premises as of the
commencement of such Option Term, and Minimum Annual Rent as so adjusted upon
the commencement of such Option Term shall be further adjusted on each
anniversary of the Commencement Date occurring during such Option Term in
accordance with Section 6.1 below. All references in this Lease to the
Term shall be deemed to mean the initial Term as extended by
the Option Terms, as applicable. If applicable pursuant to the foregoing, the
Fair Market Rent for each Option Term shall be determined as follows:

(a) For purposes of this Lease, the "Fair Market Rent" shall mean the prevailing annual fair market
rental rate as of the commencement of each Option Term for tenants of premises
comparable to the Premises in comparable retail centers in the vicinity of the
Premises for periods comparable to the Option Term. Following Tenants
exercise of its option to extend the Term by the applicable Option Term,
Landlord and Tenant shall meet and endeavor in good faith to agree upon the Fair
Market Rent. If Landlord and Tenant fail to reach agreement by the date which is
six (6) months prior to the commencement of the applicable Option Term, then,
within twenty (20) days thereafter, each party, at its own cost and by giving
notice to the other party, shall appoint a licensed commercial real estate agent
with at least seven (7) years full-time experience as a real estate agent active
in leasing of retail projects in the area of the Premises to appraise and set
the Fair Market Rent for the Option Term. If a party does not appoint an agent
within twenty (20) days after the other party has given notice of the name of
its agent, the single agent appointed shall be the sole agent and shall set the
Fair Market Rent for the Option Term. If there are two (2) agents appointed by
the parties as stated above, the agents shall meet within ten (10) days after
the second agent has been appointed and attempt to set Fair Market Rent for the
Option Term. If the two (2) agents are unable to agree on such Fair Market Rent
within thirty (30) days after the second agent has been appointed, they shall,
within twenty (20) days after the last day the two (2) agents were to have set
such Fair Market Rent, attempt to select a third agent who shall be a licensed
commercial real estate agent meeting the qualifications stated above. If the two
(2) agents are unable to agree on the third agent within such twenty (20) day
period, either Landlord or Tenant may request the Chairman of the Program
Committee for the Northern California Chapter of the International Council of
Shopping Centers (ICSC) to select a third agent meeting the qualifications
stated in this subsection. Each of the parties shall bear one-half (1/2) of the
cost of appointing the third agent and of paying the third agents fee. No
agent shall be employed by, or otherwise be engaged in business with or
affiliated with, Landlord or Tenant, except as an independent contractor.

(b) Within thirty (30) days after the selection of the third agent, a majority of
the agents shall set the Fair Market Rent for the Option Term. If a majority of
the agents are unable to set such Fair Market Rent within the stipulated period
of time, each agent shall make a separate determination of such Fair Market Rent
and the three (3) appraisals shall be added together and the total shall be
divided by three (3). The resulting quotient shall be the Fair Market Rent for
the Premises for the Option Term. However, if the low appraisal is more than ten
percent (10%) lower than the middle appraisal, the low appraisal shall be
disregarded, and if the high appraisal is more than ten percent (10%) higher
than the middle appraisal, the high appraisal shall be disregarded. If only one
(1) appraisal is disregarded, the remaining two (2) appraisals shall be added
together and their total divided by two (2), and the resulting quotient shall be
Fair Market Rent for the Option Term. If both the lowest appraisal and the
highest appraisal are disregarded as stated in this subsection, the middle
appraisal shall be the Fair Market Rent for the Option Term.

(c) Each agent shall hear, receive and consider such information as Landlord and
Tenant each care to present regarding the determination of Fair Market Rent for
the Option Term and each agent shall have access to the information used by each
other agent. Upon determination of the Fair Market Rent for the Option Term, the
agents shall immediately notify the parties hereto in writing of such
determination by certified mail, return receipt requested.

# ARTICLE
4  POSSESSION

4.1 Substantial Completion. The term "Substantial Completion of the Premises", as used in this
Lease, shall mean the date Landlord notifies Tenant in writing that
Landlords Work (as specified in Exhibit C)is
substantially complete with the exception of customary punch-list items as do
not materially interfere with Tenants performance of the Tenants
Work (which punch-list items shall be promptly corrected by Landlord).

4.2
Delivery of Possession. Tenant shall accept possession of the Premises from  Landlord
upon Substantial Completion of the Premises. Tenant shall deliver each  of the following
to Landlord prior to Substantial Completion of the Premises:  (a) executed copies of
policies of insurance or certificates thereof (as  required under Article 14); (b)
Final Plans (as  defined in Exhibit C); and (c) a copy of Tenants
building permit,  if issued by such date.

4.3 Termination of Existing Lease. The parties hereby acknowledge that Tenant is
presently in occupancy of an existing building at 228 Reservation Road in a
separate portion of the Project (the Existing Premises)
pursuant to that certain Lease (the Existing Lease) dated
November 1, 1993 by and between The Six-Pac, A Joint Venture, as landlord, and
Cypress Coast Bank, as tenant. Tenant may continue in occupancy under the
Existing Lease so long as the same is permitted by applicable governmental
authorities during the performance of Landlords Work. In addition, the
parties hereby agree that, in consideration of Tenants agreement to
perform its obligations under this Lease (including, without limitation,
Tenants obligations for performance of Tenants Work pursuant to
Exhibit C attached hereto). Tenant shall be entitled to a conditional
abatement of its obligation for payment of base rent under the Existing Lease
(provided that nothing contained herein shall entitle Tenant to any abatement of
Tenants obligations under the Existing Lease for payment of additional
rent, amounts with respect to taxes, insurance, utilities, maintenance, other
reimbursable costs or other charges, as applicable under the Existing Lease),
accruing with respect to the period following Landlords acquisition of
title to the Project until the Commencement Date not to exceed a maximum
aggregate abatement of Fifty Thousand Dollars ($50,000.00) (after which maximum
aggregate abatement, if applicable, Tenant shall resume payment of base rent
under the Existing Lease); provided that if this Lease is hereafter terminated
due to Tenants default hereunder, then, in addition to all other rights
and remedies of Landlord as set forth in this Lease, the entire amount of rent
so conditionally abated shall be immediately due and payable from Tenant to
Landlord. Tenant shall have sixty (60) days following the Substantial Completion
of the Premises within which to complete its relocation from the Existing
Premises to the Premises (including, without limitation, the removal of all
items of Tenants personal property from the Existing Premises) and within
which to vacate and surrender the Existing Premises. Upon the expiration of such
sixty (60) day period, the Existing Lease shall terminate and neither party
thereto shall have any further liability or obligation thereunder (except for
liabilities and obligations accruing under the Existing Lease through to such
termination date and liabilities and obligations under the Existing Lease which
survive the early termination of such Existing Lease). If Tenant fails to so
vacate and surrender the Existing Premises on or before the expiration of such
sixty (60) day period, Tenants continued occupancy of such Existing
Premises shall constitute a material default by Tenant under the Existing Lease
and this Lease which shall not be subject to any period for cure. Further,
Tenant agrees, as a material consideration to Landlords agreement to enter
into this Lease, that notwithstanding anything to the contrary contained in the
Existing Lease, that any such occupancy of the Existing Premises following the
expiration of such sixty (60) day period shall constitute a holding over
creating a tenancy at sufferance, and during the period of such holding over,
Tenant shall pay as base rent to Landlord under the Existing Lease an amount
equal to five hundred percent (500%)of the base rent specified in the
Existing Lease as being in effect under the Existing Lease prior to the
early termination of the Existing Lease (meaning such base rent as would have
been due under the Existing Lease prior to such early termination but for the
conditional abatement provided for herein).

# ARTICLE
5  TENANTS CONSTRUCTION

Tenant
shall commence construction of Tenants Work upon Substantial Completion of
the Premises and delivery of possession of the Premises to Tenant, and shall
diligently prosecute same to completion. Tenant shall deliver to Landlord a copy
of the certificate of occupancy for the Premises issued by the appropriate
governmental agency upon completion of Tenants Work.

# ARTICLE
6  RENTAL

6.1
Minimum Annual Rent. Tenant shall pay as Minimum Annual Rent
for the Premises the sum of Twelve Dollars ($12.00) per square foot of Floor
Area within the Premises, provided that the Minimum Annual Rent shall be
adjusted on each yearly anniversary of the Commencement Date occurring during
the Term, as the Term may be extended by the Option Term(s) pursuant hereto, if
applicable (each such yearly anniversary date is referred to herein as an
Adjustment Date), to equal the product obtained by
multiplying the Minimum Annual Rent in effect immediately prior to the
applicable Adjustment Date by a fraction, the numerator of which is the
Index (as hereinafter defined) for the calendar month which
is three (3) full calendar months prior to such Adjustment Date and the
denominator of which is the Index which is fifteen (15) full calendar months
prior to such Adjustment Date; provided, however, that in no event shall any
such adjustment result in a decrease in Minimum Annual Rent or in an increase of
Minimum Annual Rent in excess of three percent (3 %) per annum on a cumulative
and compounding basis. For purposes of this Lease, the Index
shall mean the Consumer Price Index published by the United States Department of
Labor, Bureau of Labor Statistics (the Bureau) All
Items for All Urban Consumers in the San Francisco-Oakland-San Jose
metropolitan area, (1982-84=100). Should the Bureau discontinue the publication
of the Index, publish the same less frequently or alter the same in some other
manner, the most nearly comparable index or procedure as determined by Landlord
shall be substituted therefor. The Minimum Annual Rent as adjusted shall be the
Minimum Annual Rent until the next Adjustment Date. Minimum Annual Rent shall be
payable in equal monthly installments, in advance, on or before the first (1st)
day of each month, without prior demand and without offset or deduction (except
as expressly and specifically provided in this Lease), commencing on the
Commencement Date. Should the Commencement Date be a day other than the first
(1st) day of a calendar month, then the monthly installment of Minimum Annual
Rent for the first partial month shall be equal to one-thirtieth (l/30th) of the
monthly installment of Minimum Annual Rent for each day from the Commencement
Date to the end of the partial month.

6.2 Additional Rent. Tenant shall pay, as "Additional Rent", all sums
required to be paid by Tenant to Landlord pursuant to this Lease in addition
to Minimum Annual Rent. Landlord shall have the same rights and remedies for
the nonpayment of Additional Rent as it has with respect to the nonpayment of
Minimum Annual Rent. It is the intention of Landlord and Tenant that the Minimum
Annual Rent and Additional Rent to be paid hereunder shall be paid to Landlord
absolutely net without deduction of any amount of any nature whatsoever, except
as otherwise expressly and specifically provided in this Lease.

6.3 Place of Payment. Tenant shall pay Minimum Annual Rent and Additional Rent to Landlord at
the address specified in Section 1.12. or to such other address and/or
person as Landlord may from time to time designate in writing to Tenant.

6.4Late Payments. Tenant acknowledges that late payment by Tenant to Landlord of Minimum
Annual Rent or Additional Rent will cause Landlord to incur costs not contemplated by
this Lease, the exact amount of which are impracticable or extremely difficult to
ascertain. Such costs include, but are not limited to, processing and accounting
charges, and late charges which may be imposed upon Landlord by the terms of any
mortgage or trust deed covering the Premises or any part of the Project. Accordingly, if
any installment of Minimum Annual Rent or Additional Rent is not received by Landlord
from Tenant within five (5) days after the date when due, Tenant shall immediately pay
to Landlord, as Additional Rent, a late charge equal to five percent (5%) of the
delinquent amount. Landlord and Tenant agree that this late charge represents a
reasonable estimate of the costs and expenses Landlord will incur and is fair
compensation to Landlord for its loss suffered by reason of late payment by Tenant. In
addition, if Tenant fails to pay when the same is due any Minimum Annual Rent or
Additional Rent, the unpaid amounts shall bear interest at the rate per annum (the Interest
Rate) equal to the greater of (a) ten percent (10%) or (b) the prime rate charged
by Wells Fargo Bank N.A. plus two (2) percentage points, but in no event to exceed the
maximum lawful rate, from the date such amount was originally due to and including the
date of payment. Payment of such interest shall not excuse or cure any default by
Tenant. Acceptance of any late charges or interest by Landlord shall in no event
constitute a waiver of Tenants default with respect to such overdue amount, nor
prevent Landlord from exercising any of its other rights and remedies under this Lease.

# ARTICLE 7 - INTENTIONALLY DELETED

# ARTICLE 8 - TAXES

8.1 Real Property Taxes. 
      (a) 
As used in this Lease, the term Taxes shall include any form
of tax or assessment, license fee, license tax, possessory interest tax, tax or
excise on rental, or any other levy, charge, expense or imposition imposed by
any Federal, state, county or city authority having jurisdiction, or any
political subdivision thereof, or any school, agricultural, lighting, drainage
or other improvement or special assessment district on any interest of Landlord
or Tenant (including any legal or equitable interest of Landlord or its
mortgagee, if any) in the Premises, the remainder of the Project or the
underlying realty. The term Taxes shall not include Landlords
general income taxes, inheritance, estate or gift taxes.



(b) 
From and after the Rent Commencement Date, Tenant shall pay to Landlord, as
Additional Rent, a share of the Taxes pursuant to Section 8.1(c) below.
Taxes for any partial year shall be prorated. Landlord, at its option, may
collect Tenants payment of its share of Taxes after the actual amount of
Taxes are ascertained or in advance, monthly or quarterly, based upon estimated
Taxes. If Landlord elects to collect Tenants share of Taxes based upon
estimates, Tenant shall pay to Landlord from and after the Rent Commencement
Date, and thereafter on the first (1st) day of each month or quarter during the
Term (as determined by Landlord), an amount estimated by Landlord to be the
monthly or quarterly Taxes payable by Tenant. Landlord may periodically adjust
the estimated amount. If Landlord collects Taxes based upon estimated amounts,
then following the end of each calendar year or, at Landlords option, its
fiscal year, Landlord shall famish Tenant with a statement covering the year
just expired showing the total Taxes for the Project for such year, the total
Taxes payable by Tenant for such year, and the payments previously made by
Tenant with respect to such year, as set forth above. If the actual Taxes
payable for such year exceed Tenants prior payments, Tenant shall pay to
Landlord the deficiency within ten (10) days after its receipt of the statement.
If Tenants payments exceed the actual Taxes payable for that year, Tenant
shall be entitled to offset the excess against the next payment(s) of Taxes
and/or other Additional Rent that become due to Landlord; provided that Landlord
shall refund to Tenant the amount of any overpayment for the last year of the
Term. Landlord shall furnish to Tenant copies of the bills for the Taxes for the
Project from which the Taxes payable by Tenant hereunder were computed upon
Tenants written request.

(c) 
Tenants share of the Taxes shall be determined by multiplying all of the
Taxes on the portion of the Project which is the tax parcel including the
Premises, by a fraction, the numerator of which shall be the Floor Area of the
Premises and the denominator of which shall be the Floor
Area existing and for which a certificate of occupancy has been issued in such
portion of the Project as of the commencement of the applicable calendar or
fiscal year; provided, however, that for purposes of determining Tenants
share of Taxes allocable to land within the tax parcel including the Premises
(as opposed to Taxes on building improvements), it shall be deemed that Landlord
has completed construction of both the Premises containing 3,000 square feet of
Floor Area and the adjacent building shown on Exhibit A as containing
13,905 square feet of Floor Area.

8.2 Other Property Taxes. Tenant shall pay, prior to delinquency, all taxes,
assessments, license fees and public charges levied, assessed or imposed upon
its business operation, trade fixtures, merchandise and other personal property
in, on or upon the Premises. If any such items of property are assessed with
property of Landlord, then the assessment shall be equitably divided between
Landlord and Tenant.

8.3Contesting Taxes. If Landlord contests any Taxes levied or assessed during the Term,
Tenant shall not be required to pay any portion of the costs or expenses incurred by
Landlord in connection with such contest; however, if Landlord is successful in such
contest, Landlord may deduct from the portion of any refund received which is payable to
Tenant, Tenants proportionate share of all such costs and expenses determined
pursuant to the formula set forth in Section 8.1(c) for the allocation of Taxes.
Landlord shall pay to Tenant that portion of the total refund remaining, if any, which
is attributable to Tenants proportionate share of Taxes prorated in the same
manner as set forth in Section 8.1(c).

# ARTICLE 9 - UTILITIES

Tenant
agrees to pay directly to the appropriate utility company all charges for
utility services supplied to Tenant for which there is a separate meter and/or
submeter to the Premises. Tenant agrees to pay to Landlord its share of all
charges for utility services supplied to the Premises for which there is no
separate meter or submeter upon billing by Landlord of Tenants share, as
reasonably determined by Landlord based upon estimated actual usage.

# ARTICLE 10 - TENANT'S CONDUCT OF BUSINESS

10.1 Permitted Trade Name and Use. Tenant shall use the Premises under
the trade name specified in Section 1.4 or any other trade name as Tenant desires.
Tenant shall use the Premises solely for the use specified in Section 1.9
and for no other use or purpose.

10.2 Covenant to Open and Operate. Tenant covenants to open for business to the
public with the Premises fully fixturized promptly following (but in any event
within sixty (60) days following) the Commencement Date and thereafter to
operate continuously and uninterruptedly in the Premises throughout the Term the
business described in Section 1.9. subject to temporary closures for
casualty, condemnation, remodel, or force majeure (as defined in Section
22.7) which prevents Tenant from conducting its normal business operations
in the Premises.

10.3Hours of Business. From and after the Rent Commencement Date, Tenant shall keep the
entire Premises continuously open for business during those days and hours as are
customary and usual for the type of business operated by Tenant. Tenant shall have its
window displays, exterior signs and exterior advertising displays adequately illuminated
continuously during those hours and days that the Premises are required to be open for
business to the public.

10.4 Hours For Deliveries. Tenant shall use its reasonable efforts to require all deliveries, (exclusive of United Parcel Service and U.S. Postal Service), loading, unloading and services to the Premises to be completed
between 7:00 a.m. and 10:00 a.m. each day. All deliveries, loading, unloading and services to the Premises shall
be accomplished within the service areas of the Project.

10.5 Tenant's Signs.

(a) Tenant shall be permitted to
use the standard interior window signage used from
time to time in its other stores in California without the need for
Landlords prior approval so long as such signage is professionally
prepared and maintained in a neat manner, complies with all applicable laws,
ordinances and regulations, and does not, at any time, occupy more than
twenty-five percent (25%) of the storefront windows or doors. 
      (b) Tenant shall
not affix upon the exterior of the Premises any sign, advertising placard, name,
insignia, trademark, descriptive material or other like item (collectively, the
Exterior Signs), except for one Exterior Sign over the
entrance to the Premises subject to (i) compliance with all governmental
requirements, and (ii) Landlords prior written approval of such sign,
which approval shall not be unreasonably withheld. All of the Exterior Signs
shall be erected by Tenant at its sole cost and expense, and Tenant shall
maintain all of its Exterior Signs in good condition and repair during the Term.

10.6 Project Name. Tenant shall use the name of the Project
in its advertising as the address reference for the
Premises. Tenant shall not use the name of the Project for any other purpose.

10.7 Exclusive Use Right. So long as Tenant is continuously operating from the
Premises for the permitted use specified in Section 1.9 (subject only to
closures due to force majeure occurrences beyond Tenants reasonable
control and/or repairs or restoration work being performed following casualty or
condemnation), Landlord shall not lease any portion of the Project for use for
the primary purpose of the operation of a retail branch bank.

# ARTICLE 11 - MAINTENANCE, REPAIRS AND ALTERATIONS

11.1 Landlord's Maintenance Obligations. Landlord shall maintain in
good condition and repair the structural components and foundations,
roof structure (as opposed to the roof membrane, which shall be maintained
and repaired by Tenant pursuant to Section 11.3 below) and exterior surfaces of the
exterior walls of the building of which the Premises is a part (exclusive of doors, door
frames, door checks, windows, window frames and, unless Landlord elects to
include cleaning of the storefronts and storefront awnings of tenants of the
Project as pan of Common Area maintenance pursuant to Section 12.2 below,
storefronts and storefront awnings); provided, however, if any repairs or
replacements are necessitated by the negligence or willful acts of Tenant or
anyone claiming under Tenant or by reason of Tenants failure to observe or
perform any conditions or agreements contained in this Lease, or caused by
alterations, additions or improvements made by Tenant or anyone claiming under
Tenant, the cost of same shall be the sole responsibility of Tenant. It is
acknowledged by Tenant that the cost of some of Landlords maintenance
obligations referenced in the preceding sentence shall be prorated and paid as
Common Area Costs. Notwithstanding anything to the contrary contained in this
Lease, Landlord shall not be liable for failure to make repairs required to be
made by Landlord under the provisions of this Lease unless Tenant has previously
notified Landlord in writing of the need for such repairs and Landlord has
failed to commence and complete the repairs within a reasonable period of time
following receipt of Tenants written notification.

11.2 Landlord's Right of Entry. Landlord, its agents, contractors, servants
and employees may enter the Premises during normal business hours following
reasonable notice to Tenant (except in a case of emergency): (a) to examine the Premises;
(b) to show the Premises to existing or prospective lenders,
purchasers and/or, during the final year of the Term, tenants; (c) to perform
any obligation or exercise any right or remedy of Landlord under this Lease; (d)
to perform work necessary to comply with laws, ordinances, rules or regulations
of any public authority or of any insurance underwriter; and (e) to perform work
that Landlord deems necessary to prevent waste or deterioration in connection
with the Premises should Tenant fail to commence such work within ten (10) days
after written notice from Landlord of the need for such work (or if more than
ten (10) days shall be required because of the nature of the work, if Tenant
shall fail to diligently proceed to commence to perform such work after written
notice). If Landlord makes any repairs which Tenant is obligated to make
pursuant to the terms of this Lease, Tenant shall pay the cost of such repairs
to Landlord, as Additional Rent, promptly upon receipt of a bill from Landlord
for same.

11.3 Tenant's Maintenance Obligations. Except for the portions and components
of the Premises to be maintained by Landlord as set forth in Section 11.1.
Tenant, at its expense, shall keep the Premises and all utility facilities
and systems exclusively serving the Premises (Tenant Utility Facilities)
in first-class order, condition and repair and shall make replacements necessary
to keep the Premises and Tenant Utility Facilities in such condition. All
replacements shall be of a quality equal to or exceeding that of the original.
Tenant shall contract with a service company approved by Landlord for the
regular (but not less frequently than quarterly) maintenance, repair and/or
replacement (when necessary) of the heating, ventilating and air conditioning
equipment serving the Premises (the HVAC System) and shall
provide Landlord with a copy of any service contract within ten (10) days
following its execution, provided that if Tenant fails to do so within ten (10)
days following written notice thereof from Landlord, Landlord may contract with
a service company of its own choosing (or provide such service itself) for the
maintenance, repair and/or replacement of the HVAC System and bill Tenant
periodically for the cost of same or based upon estimates in a manner similar to
the way in which Common Area Costs are estimated and billed. Landlord shall be
entitled to obtain an administration fee of fifteen percent (15%) on all of the
HVAC System expense billed to Tenant.

11.4 Alterations.

(a) After initially opening the Premises for business, Tenant shall not make or
cause to be made to the Premises or the Tenant Utility Facilities any addition,
renovation, alteration, reconstruction or change (collectively,
Alterations) (i) involving structural changes or additions,
(ii) affecting the exterior storefront, fire sprinkler systems, exterior walls,
floor slab, or roof of the Premises, (iii) requiring or resulting in any
penetration of the roof, demising walls or floor slab of the Premises, without
first obtaining the written consent of Landlord, which consent shall not be
unreasonably withheld, or (iv) costing in excess of Five Thousand Dollars
($5,000.00) and not described in clauses (i), (ii) or (iii) above.

(b) All Alterations shall be made under the supervision of a competent licensed
architect or competent licensed structural engineer satisfactory to Landlord and
shall be made in accordance with plans and specifications with respect thereto,
approved in writing by Landlord before the commencement of work.

(c) Tenant shall provide Landlord with not less than
fifteen (15) days prior written notice of the commencement of any Alterations
in the Premises and Landlord shall have the
right to enter upon the Premises to post customary notices of non-responsibility
with respect thereto. Tenant, at its cost, shall obtain all required
governmental permits and approvals for all Alterations and all such Alterations
shall be performed strictly in accordance with all applicable laws, ordinances,
rules or regulations of any public authority, in a good and workmanlike manner
and diligently prosecuted to completion to the end that the Premises shall at
all times be a complete unit except during the period of work. Construction work
in connection with any Alterations shall be performed in such manner as not to
obstruct the access to the Premises or otherwise interfere with the operation of
business by any other occupant of the Project. Such Alterations shall be
considered as improvements and shall become an integral part of the Premises
upon installation thereof and shall not be removed by Tenant; provided, however,
if Landlord elects, Landlord shall have the right to cause Tenant to remove any
or all such Alterations upon the expiration of the Lease Term or earlier
termination of this Lease pursuant to Section 22.8 below, except,
however, that Tenant shall not be required to remove any vault installed in the
Premises by Tenant. All improvements to the Premises by Tenant including, but
not limited to, light fixtures, floor coverings and partitions and other items
comprising Tenants Work pursuant to Exhibit C, but excluding trade
fixtures and signs, shall be deemed to be the property of Landlord upon
installation thereof. Within thirty (30) days after the completion of any
Alterations, Tenant shall deliver to Landlord a set of as built
plans depicting the Alterations as actually constructed or installed. If Tenant
shall make any permitted Alterations, Tenant shall carry Builders
All Risk insurance in an amount determined by Landlord covering the
construction of such Alterations and such other insurance as Landlord may
reasonably require. All of such Alterations shall be insured by Tenant pursuant
to Section 14.1(d) immediately upon completion thereof.

(d) Tenant shall pay all costs for work performed by or on account of it and shall
keep the Premises and the Project free and clear of mechanics liens or any
other liens. Tenant shall give Landlord immediate notice of any lien filed
against the Premises or the Project as a result of any work of improvement
performed by or on behalf of Tenant. Tenant shall immediately cause any lien to
be discharged or removed of record by either paying the amount thereof or
recording a statutory lien release bond in an amount equal to one hundred fifty
percent (150%) of the amount of said lien, or such other amount as may be
adequate to cause the lien to be released as an encumbrance against the Premises
and the Project. If Tenant fails to do so, Landlord shall have the right, but
not the obligation, in addition to all other rights and remedies available to
Landlord under this Lease, and after ten (10) days prior written notice to
Tenant, to either pay and discharge such lien, without regard to the validity
thereof, or procure and cause to be recorded a statutory lien release bond and
to (i) collect from Tenant as Additional Rent; or (ii) deduct from any tenant
improvement allowance or any other amount payable by Landlord to Tenant under
this Lease (A) all costs incurred by Landlord in paying and discharging such
lien, or in procuring such bond, and (B) all expenses incurred by Landlord in
connection with such lien, including attorneys fees and costs, recording
fees and administrative costs and expenses.

# ARTICLE 12 - COMMON AREA

12.1 Definition of Common Area. The term Common Area, as used in
this Lease, shall mean all areas within the exterior boundaries of the Project,
now or later made available for the general use of Landlord and other persons
entitled to occupy Floor Area in the Project.

12.2 Use of Common Area. The use and occupancy by Tenant of the Premises shall
include the non exclusive use of the Common Area (except those portions of the
Common Area on which have been constructed or placed permanent or temporary
kiosks, displays, carts and stands and except areas used in the maintenance or
operation of the Project) in common with Landlord and the other tenants of the
Project and their customers and invitees.
12.3 Control of and Changes to Common Area. Subject to Section 22.10. Landlord
shall have the sole and exclusive control of the Common Area, and the right to
make changes to the Common Area. Landlord's rights shall include, but not be
limited to, the right to (a) restrain the use of the Common
Area by unauthorized persons; (b) utilize from time to time any portion of the
Common Area for promotional, entertainment and related matters; (c) place
permanent or temporary kiosks, displays, carts and stands in the Common Area and
to lease same to tenants; provided, however, no such items will be placed in a
manner which will materially interfere with Tenants ability to operate its
business from the Premises, materially impair ingress, egress or other access to
or from the Premises, or materially impair the visibility of the Premises; (d)
temporarily close any portion of the Common Area for repairs, improvements or
Alterations, to discourage noncustomer use, to prevent dedication or an easement
by prescription or for any other reason deemed sufficient in Landlords
reasonable judgment; and (e) renovate, upgrade or change the shape and size of
the Common Area or add, eliminate or change the location of improvements to the
Common Area including, without limitation, buildings, parking areas, roadways
and curb cuts, and to construct buildings on the Common Area.

12.4 Common Area Costs. The term Common Area Costs, as used in
this Lease, shall mean all costs and expenses incurred by Landlord in (a)
operating, managing, policing, insuring, repairing and maintaining the Common
Area (including, without limitation, any onsite management and/or security
offices), (b) maintaining, repairing and replacing the exterior surface of
exterior walls (and storefronts and storefront awnings if Landlord has elected
to include the cleaning of same as part of Common Area maintenance) and
maintaining, and (c) operating, insuring, repairing, replacing and maintaining
all utility facilities and systems including, without limitation, sanitary sewer
lines and systems, fire protection lines and systems, security lines and systems
and storm drainage lines and systems not exclusively serving the premises of any
tenant or store (Common Utility Facilities), mall furniture
and equipment, seasonal and holiday decorations, Common Area lighting fixtures,
Project sign monuments or pylons (but not the tenant identification signs
thereon) and directional signage. Common Area Costs shall include, without
limitation, the following: expenses for maintenance, landscaping, repaving, resurfacing, repairs, replacements,
painting, lighting, cleaning, trash removal, security, fire protection and
similar items; depreciation or rental on equipment; charges, surcharges and
other levies related to the requirements of any federal, state or local
governmental agency; expenses related to the Common Utility Facilities;
comprehensive or commercial general liability insurance on the Common Area;
standard all risks fire and extended coverage insurance with, at
Landlords option, an earthquake damage endorsement covering the Common
Areas; costs of management of the Project (whether such management services are
provided by Landlord or a third party contractor); and a sum (the
Supervision Fee) payable to Landlord for administration and
overhead in an amount equal to ten percent (10%) of the Common Area Costs
exclusive of insurance premiums paid in connection with the Common Areas. 
12.5 Proration of Common Area Costs. The Common Area Costs shall be prorated in the following manner:

(a) From and after the Rent Commencement Date, Tenant shall pay to Landlord, on the first
(1st) day of each calendar month, an amount estimated by Landlord to be the
monthly amount of Tenants share of the Common Area Costs. The estimated
monthly charge may be adjusted periodically by Landlord on the basis of
Landlords reasonably anticipated costs. (b) Following the end of each
calendar year or, at Landlords option, its fiscal year, Landlord shall
furnish to Tenant a statement covering the calendar or fiscal year (as the case
may be) just expired, showing by cost category the actual Common Area Costs for
that year, the total Floor Area of the Project, the amount of Tenants
share of the Common Area Costs for that year, and the monthly payments made by
Tenant during that year for the Common Area Costs. If Tenants share of the
Common Area Costs exceeds Tenants prior payments, Tenant shall pay to
Landlord the deficiency within ten (10) days after receipt of such annual
statement. If Tenants payments for the calendar year exceed Tenants
actual share of the Common Area Costs, and provided Tenant is not in arrears as
to the payment of any Minimum Annual Rent or Additional Rent, Tenant may offset
the excess against payments of Common Area Costs next due Landlord. An
appropriate proration of Tenants share of the Common Area Costs as of the
Rent Commencement Date and the expiration date of the Term shall be made.

(c) Tenants share of the Common Area Costs shall be determined by multiplying
the Common Area Costs by a fraction, the numerator of which is the number of
square feet of Floor Area in the Premises and the denominator of which is the
number of square feet of Floor Area in the Project existing and for which a
certificate of occupancy has been issued as of the commencement of the
applicable calendar or fiscal year (as the case may be); provided, however, that
for purposes of determining Tenants share of Common Area Costs, it shall
be deemed that Landlord has completed construction of both the Premises
containing 3,000 square feet of Floor Area and the adjacent building shown on
Exhibit A as containing 13,905 square feet of Floor Area. Notwithstanding
the foregoing, if any one or more owner(s) or tenant(s) of a portion of the
Project separately maintains its own Common Area, Common Area Costs shall not
include costs relating to the Common Area so maintained by such owner or tenant,
and the Floor Area on such owners or tenants parcel shall not be
included in the denominator for purposes of calculation of Tenants share
of Common Area Costs.

# ARTICLE
13  ASSIGNMENT AND SUBLETTING

13.1 Landlords Consent Required. Tenant shall not assign, sublet, enter into
franchise, license or concession agreements, change ownership or voting control,
mortgage, encumber, pledge hypothecate or otherwise transfer (including any
transfer by operation of law) all or any part of this Lease or Tenants
interest in the Premises (collectively, a Transfer) without
first procuring the written consent of Landlord, which consent shall not be
unreasonably withheld, subject to the terms, covenants and conditions contained
in this Lease.

13.2Procedures. Should Tenant desire to enter into a Transfer, other than any Transfer which
is expressly stated in this Article 13 not to require the prior written consent
of Landlord, Tenant shall request, in writing, Landlords consent to the proposed
Transfer at least sixty (60) days before the intended effective date of the proposed
Transfer, which request shall include the following: (a) full particulars of the
proposed Transfer including its nature, effective date, terms and conditions; (b) if the
Transfer contemplates a change in the trade name of the Premises, the new proposed trade
name of the proposed transferee; (c) a description of the identity, net worth and
previous business experience of the proposed transferee; (d) a complete business
plan prepared by the proposed transferee; and (e) any further information relevant to
the proposed Transfer which Landlord shall reasonably request. Within thirty (30) days
after receipt of Tenants request for consent to the proposed Transfer together
with all of the above-required information, Landlord shall respond and shall have the
right either to: (i) consent to the proposed Transfer; (ii) refuse to consent to the
proposed Transfer; or (iii) terminate this Lease, such termination to be effective
thirty (30) days after Tenants receipt of Landlords notice electing to so
terminate; provided, however, that Tenant shall have the right to nullify such an
election to terminate by agreeing (in written notice delivered to Landlord within
fifteen (15) days following Tenants receipt of such notice from Landlord electing
to terminate), to withdraw Tenants request for consent to such Transfer, in which
event this Lease shall continue in full force and effect as if Tenant had never made
such request for consent. Landlords consent to a proposed Transfer shall only be
given if and when Landlord has notified Tenant in writing that Landlord consents to such
proposed Transfer. If Landlord shall exercise its termination right hereunder, Landlord
shall have the right to enter into a lease or other occupancy agreement directly with
the proposed transferee, and Tenant shall have no right to any of the rents or other
consideration payable by such proposed transferee under such other lease or occupancy
agreement. If Landlord refuses to consent to the Transfer, Landlord shall state in its
response the reason(s) for such refusal in reasonable detail.

13.3 Standard for Consent.

(a) Tenant agrees that Landlord may refuse its consent to the proposed Transfer on
any reasonable grounds, and (by way of example and without limitation) Tenant
agrees that it shall be reasonable for Landlord to withhold its consent if any
of the following situations exist or may exist: (i) the proposed transferee
proposes to change the use of the Premises from the
permitted use pursuant to Section 10.1; (ii) the proposed
transferees financial condition is inadequate to support all of the
financial and other obligations of Tenant under this Lease; (iii) the business
reputation or character of the proposed transferee is not reasonably acceptable
to Landlord; (iv) the proposed transferee is not likely to conduct on the
Premises a business of a quality substantially equal to that conducted by
Tenant; or (v) the nature of the proposed transferees proposed or likely
use of the Premises would impose an increased burden on the Common Area, or
involve any unreasonable risk of the presence, use, release or discharge of
Hazardous Materials, as defined in Section 22.3.

(b) Any purported Transfer without Landlords prior written consent shall be
void and of no force or effect and shall not confer any estate or benefit on
anyone. A consent to one (1) Transfer by Landlord shall not be deemed to be a
consent to any subsequent Transfer to any other party.

13.4 Permitted Transfer. Tenant shall have the right without Landlords consent,
but upon fifteen (15) days prior written notice to Landlord, to enter into a
Transfer to any subsidiary corporation of Tenant, Tenants parent
corporation or to any corporation succeeding to substantially all of the assets
Tenant as a result of a consolidation or merger, or to a corporation acquiring
all or substantially all of the stock or assets of Tenant (Permitted
Transfer), provided that the transferee under such Permitted
Transfer has a net worth equal to or greater than the net worth of Tenant as of
the execution of this Lease or the time of such proposed Permitted Transfer
(whichever is greater), and prior to the effective date of any such Transfer the
assignee or sublessee executes and delivers to Landlord an instrument reasonably
acceptable to Landlord containing an express assumption of all of Tenants
obligations under this Lease.

13.5 No Release; Form. No Transfer or Permitted Transfer, whether with
or without Landlord's consent, shall relieve Tenant from its covenants and
obligations under this Lease. Any Transfer shall be evidenced by an instrument
in form and content satisfactory to Landlord and executed by Tenant and
the transferee, assignee, sublessee, licensee or concessionaire, as the case may be.

13.6  Transfer Rent. If Tenant shall enter into a Transfer hereunder
(other than a Permitted Transfer, as to which the provisions of this
Section 13.6 shall not be applicable), Tenant shall pay to Landlord fifty
percent (50%) of any "transfer premium" (as hereinafter defined). In the event of
a subletting, transfer premium shall mean all rent,
additional rent or other consideration payable by such subtenant to Tenant or on
behalf of Tenant in connection with the subletting in excess of the rent,
additional rent and other sums payable by Tenant under this Lease during the
term of the sublease on a per square foot basis if less than all of the Premises
is subleased, less the costs actually incurred by Tenant to secure the sublease,
including, without limitation, attorneys fees and brokerage commissions.
In the event of a Transfer other than a subletting, transfer
premium shall mean key money, bonus money or other consideration paid
by the assignee to Tenant in connection with such Transfer, and any payment in
excess of fair market value for services rendered by Tenant to transferee or for
assets, fixtures, inventory, equipment, or furniture transferred by Tenant to
transferee in connection with such Transfer, less the costs actually incurred by
Tenant to secure the Transfer, including, without limitation, attorneys
fees and brokerage commissions. If part of the transfer premium shall be payable
by the transferee other than in cash, then Landlords share of such
non-cash consideration shall be in such form as is reasonably satisfactory to
Landlord.

# ARTICLE
14  INSURANCE

14.1 Tenant's Insurance. Tenant, at its sole cost and expense, commencing
on the earlier of the date of Substantial Completion of the Premises, or
the date Tenant is given earlier access to the Premises, and continuing
during the Term, shall procure, pay for and keep in full force and effect the
following types of insurance, in at least the amounts and in the forms specified below:

(a) Comprehensive or commercial general liability insurance with coverage limits of
not less than Three Million Dollars ($3,000,000.00) combined single limit for
bodily injury, personal injury, death and property damage liability per
occurrence or the limit carried by Tenant, whichever is greater, insuring
against any and all liability of the insureds with respect to the Premises or
arising out of the maintenance, use or occupancy of the Premises or related to
the exercise of any rights of Tenant pursuant to this Lease, subject to
increases in amount as Landlord may reasonably require from time to time to
insure that the insurance maintained by Tenant hereunder is in amounts
consistent with prudent practice in the shopping center industry. All such
liability insurance shall specifically insure the performance by Tenant of the
indemnity agreement as to liability for injury to or death of persons and injury
or damage to property set forth in Section 14.5. Further, all such
liability insurance shall include, but not be limited to, personal injury,
blanket contractual, cross-liability and severability of interest clauses, broad
form property damage, independent contractors, owned, nonowned and hired
vehicles and, if alcoholic beverages are served, sold, consumed or obtained in
the Premises, liquor law liability.

(b) Workers compensation coverage in an amount adequate to comply with law,
and employers liability coverage with a limit of not less than One Million
Dollars ($1,000,000.00).

(c) Plate glass insurance covering all plate glass on the Premises at full
replacement value. Tenant shall have the option either to insure this risk or to
self-insure.

(d) Insurance covering all of Tenants Work, Tenants leasehold
improvements and Alterations permitted under Article 11. in an amount not
less than their full replacement value from time to time, including replacement
cost endorsement, providing protection against any peril included
within the classification Fire and Extended Coverage, sprinkler damage,
vandalism, malicious mischief and such other additional perils as covered in an
all risks standard insurance policy. Any policy proceeds shall be
used for the repair or replacement of the property damaged or destroyed unless
this Lease shall cease and terminate under the provisions of Article 15.

14.2 Policy Form. All policies of insurance required of Tenant herein shall be issued
by insurance companies with a general policy holders rating of not less
than A and a financial rating of not less than Class X, as rated in the most current available Bests Key
Rating Guide, and which are qualified to do business in the State of
California. All such policies, except for the Workers Compensation
coverage, shall name and shall be for the mutual and joint benefit and
protection of Landlord, Tenant and Landlords agents and mortgagee(s) or
beneficiary(ies) as additional insureds. The policies described in clauses (c)
and (e) of Section 14.1 shall also name Landlord and Landlords
mortgagee(s) or beneficiary(ies) as loss payees, and Landlord shall furnish to
Tenant the names and addresses of such mortgagee(s) and beneficiary (ies).
Executed copies of the policies of insurance or certificates thereof shall be
delivered to Landlord prior to Tenant, its agents or employees entering the
Premises for any purpose. Thereafter, executed copies of renewal policies or
certificates thereof shall be delivered to Landlord within thirty (30) days
prior to the expiration of the term of each policy. All policies of insurance
delivered to Landlord must contain a provision that the company writing the
policy will give to Landlord thirty (30) days prior written notice of any
cancellation or lapse or the effective date of any reduction in the amounts of
insurance. All policies required of Tenant herein shall be endorsed to read that
such policies are primary policies and any insurance carried by Landlord or
Landlords property manager shall be noncontributing with such policies. No
policy required to be maintained by Tenant shall have a deductible greater than
Twenty-Five Thousand Dollars ($25,000.00) unless approved in writing by
Landlord.

14.3 Blanket Policies. Notwithstanding anything to the contrary
contained in this Article 14. Tenant's obligation to carry insurance may
be satisfied by coverage under a so-called blanket policy or policies of
insurance; provided, however, that the coverage afforded Landlord will not be
reduced or diminished and the requirements set forth in this Lease are otherwise
satisfied by such blanket policy or policies.

14.4 Reimbursement of Insurance Premiums by Tenant. Landlord, at all
times from and after Substantial Completion of the Premises, shall maintain
in effect during the Term a policy or policies of insurance covering the building
of which the Premises are a part (including boiler and machinery)
in an amount not less than ninety percent (90%) of the full replacement cost
(exclusive of the cost of excavations, foundations and footings) or the amount
of insurance Landlords mortgagee(s) or beneficiary(ies) may require
Landlord to maintain, whichever is the greater, providing protection against any
peril generally included in the classification Fire and Extended
Coverage, loss of rental income insurance and such other additional
insurance as covered in an all risks standard insurance policy, with
earthquake coverage insurance if deemed necessary by Landlord in Landlords
sole judgment or if required by Landlords mortgagee(s) or beneficiary(ies)
or by any federal, state, county, city or local authority. Landlords
obligation to carry this insurance may be brought within the coverage of any
so-called blanket policy or policies of insurance carried and maintained by
Landlord. From and after the Rent Commencement Date, Tenant agrees to pay to
Landlord, as Additional Rent, its share of the cost to Landlord of this
insurance. The cost of such insurance for any partial year of the Term shall be
prorated. Payment shall be made in the same manner set forth for payment of
Taxes in Section 8.1(b). Tenants share of the premiums for this
insurance shall be a fractional portion of the premiums, the numerator of which
shall be the Floor Area of the Premises and the denominator of which shall be
the Floor Area of all areas existing within the Project and for which a
certificate of occupancy has been issued which are covered by this insurance as
of the commencement of the applicable calendar or fiscal year. Tenant
acknowledges that Landlord shall have the right to maintain commercially
reasonable deductibles and/or self-insured retentions in connection with any
insurance carried by Landlord pursuant to this Lease, as determined by Landlord
in its reasonable business judgment. In the event of an insurance loss covered
by the insurance carried by Landlord pursuant to this Lease, Tenant shall be
required to pay its share of such deductibles or self-insured retentions, as
determined pursuant to this Section 14.4 or Section 12.5. as
applicable.

14.5 Indemnity. Landlord for the purposes of this Section
14.5 shall mean and include Landlord and Landlords directors,
officers, shareholders, agents and employees. To the fullest extent permitted by
law, Tenant covenants with Landlord that Landlord shall not be liable for any
damage or liability of any kind or for any injury to or death of persons or
damage to property of Tenant or any other person occurring from and after
Substantial Completion of the Premises (or such earlier date if Tenant is given
earlier access to the Premises) from any cause whatsoever related to the use,
occupancy or enjoyment of the Premises by Tenant or any person thereon or
holding under Tenant including, but not limited to, damages resulting from any
labor dispute. Tenant shall pay for, defend (with an attorney approved by
Landlord), indemnify, and save Landlord harmless against and from any real or
alleged damage or injury and from all claims, judgments, liabilities, costs and
expenses, including attorneys fees and costs, arising out of or connected
with Tenants use of the Premises and its facilities, or any repairs,
Alterations or improvements (including original improvements and fixtures
specified as Tenants Work) which Tenant may make or cause to be made upon
the Premises, any breach of this Lease by Tenant and any loss or interruption of
business or loss of rental income resulting from any of the foregoing; provided,
however (and though Tenant shall in all cases accept any tender of defense of
any action or proceeding in which Landlord is named or made a party and shall,
notwithstanding any allegations of negligence or misconduct on the part of
Landlord, defend Landlord as provided herein), Tenant shall not be liable for
such damage or injury to the extent and in the proportion that the same is
ultimately determined to be attributable to the negligence or misconduct of
Landlord, and Landlord shall pay for, defend, indemnify, and save Tenant
harmless against and from any and all claims, judgments, liabilities, costs and
expenses, including attorneys fees and costs, resulting from any such damage or
injury. The obligations to indemnify set forth in this Section 14.5 shall
include all attorneys* fees, litigation costs, investigation costs and court
costs and all other costs, expenses and liabilities incurred by the indemnified
party from the first notice that any claim or demand is to be made or may be
made. All indemnity obligations under this Section 14.5 shall survive the
expiration or termination of this Lease.

14.6 Waiver of Subrogation. Landlord and Tenant each waive any rights each may have
against the other on account of any loss or damage occasioned to Landlord or
Tenant, as the case may be, their respective property, the Premises or its
contents, or to other portions of the Project arising from any liability, loss,
damage or injury caused by fire or other casualty for which property insurance
is carried or required to be carried pursuant to this Lease. The insurance
policies obtained by Landlord and Tenant pursuant to this Lease shall contain
endorsements waiving any right of subrogation which the insurer may otherwise
have against the noninsuring party. If Landlord has contracted with a third
party for the management of the Project, the waiver of subrogation by Tenant
herein shall also run in favor of such third party.

14.7 Failure by Tenant to Maintain  Insurance.  If Tenant refuses or
neglects to secure and maintain insurance policies complying with the
provisions of this Article 14. or to provide copies of policies or
certificates or copies of renewal policies or certificates within the time provided in
Section 14.2. Landlord may, after providing written notice to Tenant of its
intention to do so, secure the appropriate insurance policies and Tenant shall
pay, upon thirty (30) days following demand, the cost of same to Landlord, as
Additional Rent.

# ARTICLE 15 - DAMAGE

15.1 Insured Casualty. In the case of damage by fire or other perils
covered by the insurance specified in Section 14.4. the following provisions shall apply:

(a) Within a period of sixty (60) days after all applicable permits have been
obtained (which permits Landlord shall promptly apply for and diligently seek),
Landlord shall commence such repair, reconstruction and restoration of the
Premises as Landlord, in its reasonable business judgment, deems necessary, and
shall diligently prosecute the same to completion; provided, however, that
Tenant, at its cost, shall repair and restore all items of Tenants Work
and replace its stock in trade, trade fixtures, furniture, furnishings and
equipment. Tenant shall commence this work promptly upon delivery of possession
of the Premises to Tenant and shall diligently prosecute same to completion.

(b) Notwithstanding the foregoing, if the Premises is totally destroyed, or if the
Project is destroyed to an extent of at least fifty percent (50%) of the then
full replacement cost thereof as of the date of destruction, then Landlord shall
have the right to terminate this Lease by written notice delivered to Tenant
within ninety (90) days following the date of such casualty. In addition, if the
Premises or a portion of the Project Common Areas which materially and adversely
affects operation of Tenants business from the Premises is damaged or
destroyed during the Term and it is reasonably estimated that repair or
restoration after such casualty which Landlord is obligated under the Lease to
undertake will take more than two hundred seventy (270) days after the issuance
of the building permit for such work to complete, then Tenant shall have the
right to terminate this Lease by written notice delivered to Landlord within
twenty (20) days following Tenants receipt of written notice of such
estimate. Further, if during the final year of the Term of this Lease, the
Premises is damaged or destroyed by casualty materially affecting the operation
of Tenants business from the Premises and requiring more than ninety (90)
days (or such lesser time as is then remaining in the Term) to repair, then
either party shall have the right to terminate this Lease by delivery of written
notice to the other party delivered within forty-five (45) days following such
casualty. If this Lease is terminated pursuant hereto, then Landlord shall be
entitled to retain any insurance proceeds payable by reason of such destruction,
except that portion of any award attributable to Tenants trade fixtures
and equipment.

15.2 Uninsured Casualty. If the Premises or the Project are damaged as a result of
any casualty not covered by the insurance specified in Section 14.4.
Landlord, within ninety (90) days following the date of such damage, shall
commence repair, reconstruction or restoration of the Premises to the extent
provided herein and shall diligently prosecute the same to completion, or
Landlord may elect within said ninety (90) days not to so repair, reconstruct or
restore the damaged property, in which event, at Landlords option, this
Lease shall cease and terminate upon the expiration of such ninety (90) day
period. In the event Landlord elects to restore the Premises, Tenant shall have
the same repair, restoration and replacement obligations it has pursuant to
Section 15.1(a).

15.3 Distribution of Proceeds. In the event of the termination of this Lease pursuant
to this Article 15, all proceeds from the Fire and Extended Coverage
insurance carried pursuant to Article 14 and all insurance covering
Tenants Work and Tenants leasehold improvements, but excluding
proceeds for trade fixtures, merchandise, signs and other personal property,
shall be disbursed and paid to Landlord.

15.4 Abatement. In the event of repair, reconstruction and restoration, as provided in
this Article 15.4 the Minimum Annual Rent and Additional Rent payable hereunder shall be thereafter
abated proportionately with the degree to which Tenants use of the
Premises is impaired during the remainder of the period of repair,
reconstruction and restoration; provided, however, the amount of Minimum Annual
Rent and Additional Rent abated pursuant to this Section 15.4 shall in no
event exceed the amount of loss of rental income insurance proceeds actually
received by Landlord. Tenant shall continue the operation of its business on the
Premises during any such period to the extent reasonably practicable from the
standpoint of prudent business management. Tenant shall not be entitled to any
compensation or damages from Landlord for loss of use of the whole or any part
of the Premises or the building of which the Premises are a part. Tenants
personal property or any inconvenience or annoyance occasioned by such damage,
repair, reconstruction or restoration.

15.5 Waiver of Termination. Tenant waives any statutory rights of
termination which may arise by reason of any partial or total destruction
of the Premises.

# ARTICLE
16  EMINENT DOMAIN

16.1 Taking. The term Taking, as used in this Article 16,
shall mean an appropriation or taking under the power of eminent domain by any
public or quasi-public authority or a voluntary sale or conveyance in lieu of
condemnation but under threat of condemnation.

16.2 Total Taking. In the event of a Taking of the entire Premises, this Lease shall
terminate and expire as of the date possession is delivered to the condemning
authority and Landlord and Tenant shall each be released from any liability
accruing pursuant to this Lease after the date of such termination, but Minimum
Annual Rent and Additional Rent for the last month of Tenants occupancy
shall be prorated and Landlord shall refund to Tenant any Minimum Annual Rent and
Additional Rent paid in advance.

16.3 Partial Taking. If (a) there is a Taking of a material portion of the
Premises and, regardless of the amount taken, the remainder of the Premises
is not, in Tenant's sole but reasonable business judgment, suitable for the
continued operation of Tenant's business, Tenant may terminate this
Lease; or (b) there is a Taking of a portion of the Premises and, regardless of
the amount taken, the remainder of the Premises is not one (1) undivided parcel
of property, either Landlord or Tenant may terminate this Lease, upon giving
notice in writing of such election to the other party within thirty (30) days
after receipt by Tenant from Landlord of written notice that a portion of the
Premises has been so appropriated or taken. In each case, the termination of
this Lease shall be effective as of the date Tenant is required to vacate the
Premises, or the portion of the Premises taken.

16.4 Award. The entire award or compensation in any such condemnation proceeding,
whether for a total or partial Taking, or for diminution in the value of the
leasehold or for the fee, shall belong to and be the property of Landlord; and,
in any event, the holder of any mortgage or deed of trust encumbering the
Project shall have a first priority to the extent of the unpaid balance of
principal and interest on its loan. Without derogating the rights of Landlord or
said lender under the preceding sentence, Tenant shall be entitled to recover
from the condemning authority such compensation as may be separately awarded by
the condemning authority to Tenant or recoverable from the condemning authority
by Tenant in its own right for the taking of trade fixtures and equipment owned
by Tenant and for the expense of removing and relocating its trade fixtures and
equipment, but only in the event that the compensation awarded to Tenant shall
be in addition to and shall not diminish the compensation awarded to Landlord as
provided above.

16.5 Continuation of Lease. In the event of a Taking, if Landlord and Tenant elect
not to terminate this Lease as provided above (or have no right to so
terminate), Landlord agrees, at Landlords cost and expense as soon as
reasonably possible after the Taking, to restore the Premises (to the extent of
the condemnation proceeds) on the land remaining to a complete unit of like
quality and character as existed prior to the Taking and, thereafter, Minimum
Annual Rent and Additional Rent payable by Tenant hereunder shall be reduced on
an equitable basis, taking into account the relative value of the portion taken
as compared to the portion remaining, and Landlord shall be entitled to receive
the total award or compensation in such proceedings.

# ARTICLE
17  DEFAULTS BY TENANT

17.1
Events of Default. Should Tenant at any time be in default with respect to any
payment of Minimum Annual Rent, Additional Rent or any other charge payable by
Tenant pursuant to this Lease for a period of ten (10) days after written notice
from Landlord to Tenant (provided, however, any notice shall be in lieu of, and
not in addition to, any notice required under Section 1161 of the Code of Civil
Procedure of California or any similar, superseding statute), or should Tenant
be in default in the prompt and full performance of any other of its promises,
covenants or agreements herein contained for more than thirty (30) days
(provided, however, if the default cannot be rectified or cured within such
thirty (30) day period, the default shall be deemed to be rectified or cured if
Tenant, within such thirty (30) day period, shall have commenced to rectify or
cure the default and shall thereafter diligently and continuously prosecute same
to completion) after written notice thereof from Landlord to Tenant specifying
the particulars of the default (provided, however, any notice shall be in lieu
of, and not in addition to, any notice required under Section 1161 of the Code
of Civil Procedure of California or any similar, superseding statute), then
Landlord may treat the occurrence of any one (1) or more of the foregoing events
as a breach of this Lease and, in addition to any or all other rights or
remedies of Landlord by law provided, Landlord shall have the right, at
Landlords option, without further notice or demand of any kind to Tenant
or any other person, (a) to declare the Term ended and to re-enter and take
possession of the Premises and remove all persons therefrom, or (b) without
declaring this Lease terminated and without terminating Tenants right to
possession, to re-enter the Premises and occupy the whole or any part for and on
account of Tenant and to collect any unpaid rentals and other charges which have
become payable or which may thereafter become payable, or (c) even though it may
have re-entered the Premises as provided in clause (b) above, to thereafter
elect to terminate this Lease and all of the rights of Tenant in or to the
Premises. In any case in which Landlord shall re-enter and occupy the whole or
any part of the Premises, by unlawful detainer proceedings or otherwise,
Landlord, at its option, may repair, alter, subdivide or change the character of
the Premises from time to time in such manner as Landlord deems best, may relet
the Premises or any part thereof and receive the rents therefor, and none of
such actions shall constitute a termination of this Lease, a release of Tenant
from any liability hereunder, or result in the release or exoneration of any
Guarantor, if any. Landlord shall not be deemed to have terminated this Lease or
the liability of Tenant to pay any Minimum Annual Rent, Additional Rent or other
charges later accruing by any re-entry of the Premises pursuant to Section
17.1(b) above, or by any action in unlawful detainer or otherwise to obtain
possession of the Premises, unless Landlord shall have notified Tenant in
writing that it has so elected to terminate this Lease. Tenant waives any and
all rights of redemption granted under any present and future laws in the event
Landlord obtains the right to possession of the Premises by reason of the
violation by Tenant of any of the covenants and conditions of this Lease or
otherwise.

17.2
Termination of Lease. Should Landlord elect to terminate this Lease pursuant to
the provisions of clauses (a) or (c) of Section 17.1 above. Landlord may
recover from Tenant, as damages, the following: (a) the worth at the time of
award of any unpaid rental which had been earned at the time of the termination,
plus (b) the worth at the time of award of the amount by which the unpaid rental
which would have been earned after termination until the time of award exceeds
the amount of rental loss Tenant proves could have been reasonably avoided, plus
(c) the worth at the time of award of the amount by which the unpaid rental for
the balance of the Term after the time of award exceeds the amount of rental
loss that Tenant proves could be reasonably avoided, plus (d) any other amounts
necessary to compensate Landlord for all the detriment proximately caused by
Tenants failure to perform its obligations under this Lease or which, in
the ordinary course of things, would be likely to result therefrom (specifically
including, but not limited to, brokerage commissions applicable to the remaining
Term of this Lease and advertising expenses incurred, reasonably necessary
expenses of remodeling the Premises or any portion thereof for a new tenant,
whether for the same or a different use, and any special concessions made to
obtain a new tenant) plus, at Landlords election, any other amounts in
addition to or in lieu of the foregoing as may be permitted from time to time by
the laws of the State of California. As used in clauses (a) and (b) above, the
worth at the time of award is computed by allowing interest
at the Interest Rate. As used in clause (c) above, the worth at the
time of award is computed by discounting such amount at the discount
rate of the Federal Reserve Bank situated nearest to the location of the Project
at the time of award plus one percent (1 %).

17.3
Definition of Rental. For purposes of this Article 17 only, the term
rental shall be deemed to be Minimum Annual Rent, Additional
Rent and all other sums required to be paid by Tenant pursuant to the terms of
this Lease. All sums, other than Minimum Annual Rent, shall, for the purpose of
calculating any amount due under clause (c) of Section 17.2 above, be
computed on the basis of the average monthly amount accruing during the
immediately preceding sixty (60) month period, except that if it becomes
necessary to compute these sums before the sixty (60) month period has occurred,
then these sums shall be computed on the basis of the average monthly amount
accruing during the shorter period.

# ARTICLE
18  DEFAULTS BY LANDLORD

18.1 Landlords Liability. If Landlord fails to perform any of the covenants,
provisions or conditions contained in this Lease on its part to be performed
within thirty (30) days after written notice of default (or if more than thirty
(30) days shall be required because of the nature of the default, if Landlord
shall fail to diligently proceed to commence to cure the default after written
notice), then Landlord shall be liable to Tenant for all damages sustained by
Tenant as a direct result of Landlords breach and Tenant shall not be
entitled to terminate this Lease as a result thereof. Notwithstanding anything
contained in this Lease to the contrary, it is expressly understood and agreed
that any judgment against Landlord resulting from any default or other claim
under this Lease shall be satisfied only out of the net rents, issues, profits
and other income actually received from the operation of the Project, and Tenant
shall have no claim against Landlord (as Landlord is defined in Section
14.5) or any of Landlords personal assets for satisfaction of any
judgment with respect to this Lease. Notwithstanding the foregoing, in the case
of a bona fide emergency, provided Tenant first makes a reasonable, good faith
effort to notify Landlord or the manager of the Project, Tenant shall be
entitled to make such repairs as are necessary to remove the emergency for
Landlords account and Landlord will reimburse Tenant for the cost paid by
Tenant in doing so within thirty (30) days after Tenants delivery to
Landlord of an invoice, together with reasonable back up documentation, for
same.

18.2 Cure by Lender. If any part of the Premises is at any time subject to a first
mortgage or a first deed of trust, and this Lease or the rentals due from Tenant
hereunder are assigned by Landlord to a mortgagee, trustee or beneficiary
(Lender for purposes of this Article 18 only) and
Tenant is given written notice of the assignment including the mailing address
of Lender, then Tenant shall also give written notice of any default by Landlord
to Lender, specifying the default in reasonable detail and affording Lender a
reasonable opportunity to make performance for and on behalf of Landlord. If and
when Lender has made performance on behalf of Landlord, the default shall be
deemed cured.

# ARTICLE
19  SUBORDINATION, ATTORNMENT AND TENANT'S CERTIFICATE

19.1 Subordination. Upon written request of Landlord, Landlords mortgagee, the
beneficiary of a deed of trust of Landlord or a lessor of Landlord, Tenant will
subordinate its rights pursuant to this Lease in writing to the lien of any
mortgage, deed of trust or the interest of any lease in which Landlord is the
lessee (or, at Landlords option, cause the lien of said mortgage, deed of
trust or the interest of any lease in which Landlord is the lessee to be
subordinated to this Lease) and to all advances made or hereafter to be made
upon the security thereof.

19.2 Attornment. In the event any proceedings are brought for foreclosure, or in the
event of the exercise of the power of sale under any mortgage or deed of trust
made by Landlord encumbering the Premises, or should a lease in which Landlord
is the lessee be terminated, Tenant shall attorn to the purchaser or lessor
under such lease upon any foreclosure, sale or lease termination and recognize
the purchaser or lessor as Landlord under this Lease, provided that the
purchaser or lessor shall acquire and accept the Premises subject to this Lease.

19.3 Estoppel Certificates. Tenant agrees, upon not less than ten (10) days following
Tenants receipt of prior written notice from Landlord, to execute,
acknowledge and deliver to Landlord, a statement in writing in such form as may
reasonably be required by Landlord or Landlords beneficiary or transferee
(Tenants Certificate), certifying: (a) the date of
commencement of this Lease; (b) the fact that this Lease is unmodified and in
full force and effect (or, if there have been modifications hereto, that this
Lease is in full force and effect, as modified, and stating the date and nature
of such modifications); (c) the date to which the Minimum Monthly Rent and other
sums payable under this Lease have been paid; (d) that there are no current
defaults under this Lease by either Landlord or Tenant except as specified in
such statement; and (e) such other matters respecting this Lease or the Premises
as are reasonably requested. Landlord and Tenant intend that any statement
delivered pursuant to this Section 19.3 may be relied upon by any
existing or prospective mortgagee, beneficiary, encumbrancer, transferee or
purchaser of the interest of Landlord in the Project, Premises or this Lease.

# ARTICLE 20  QUIET ENJOYMENT

Upon Tenants payment of Minimum Annual Rent and Additional Rent and its
observation and performance of all of the covenants, terms and conditions of
this Lease to be observed and performed by Tenant, Tenant shall peaceably and
quietly hold and enjoy the Premises from and after delivery thereof to Tenant;
subject, however, to (a) the rights of the parties as set forth in this Lease,
(b) any deed of trust or ground or underlying leases to which this Lease is
subordinate, and (c) all matters of record to which this Lease is subject;
provided that none of the items specified in clause (c) above shall materially
diminish the rights or materially increase the obligations of Tenant under this
Lease, or materially interfere with or prevent the use of the Premises for the
use specified in Section 1.9.

# ARTICLE 21  TITLE OF LANDLORD

This
Lease is made subject to all matters of record, now or hereafter existing as
such documents have been heretofore or may hereafter be supplemented,
implemented, modified, replaced or amended, it being understood that none of the
aforementioned documents shall prevent Tenant from using the Premises for the
purpose set found in Section 1.9. Tenant agrees that, as to its leasehold
estate, it and all persons in possession or holding under it will conform to and
not contravene the provisions of said matters and, within ten (10) days after
request therefor, shall execute and return to Landlord documents in recordable
form subordinating this Lease to any matter now or hereafter of record..

# ARTICLE 22  MISCELLANEOUS

22.1 Notices. Every notice, demand or request (collectively
Notice) required hereunder or by law to be given by either
party to the other shall be in writing. Every provision of this Lease which
provides that either party shall notify the other of any particular matter shall
be governed by this Section. Notices shall be given by personal service or by
United States certified or registered mail, postage prepaid, return receipt
requested, or by same-day or overnight private courier, addressed to the party
to be served at the address indicated in Section 1.12 or such other
address as the party to be served may from time to time designate in a Notice to
the other party. Notice personally served shall be effective when delivered to
the party upon whom such Notice is served. If served by registered or certified
mail, Notice shall be conclusively deemed served on the date shown on the return
receipt, but if delivery is refused or the Notice is unclaimed, Notice shall
conclusively be deemed given forty eight (48)hours after mailing. If served by
telegram, mailgram or private courier, Notice to the addressee shall be
conclusively deemed given as confirmed by the telegraphic agency or private
courier service making delivery. Copies of any Notice shall be sent to the
addresses, if any, designated for service of copies of Notices in Section
1.12: but the inadvertent failure to serve a copy of a Notice, either to the
address so designated or in the manner provided in this Section, shall not
render service of Notice invalid if the original Notice is served in accordance
with this Section.

22.2 Financial Statements. Within fifteen (15) days after Landlords written request,
Tenant shall furnish Landlord with financial statements or other reasonable financial
information reflecting Tenants current financial condition, certified by Tenant or
its financial officer. If Tenant is a publicly-traded corporation, delivery of Tenants
last published financial information shall be satisfactory for purposes of this Section
22.2. Any information obtained from Tenants financial statements shall be
confidential and shall not be disclosed other than to carry out the purposes of this
Lease; provided, however, Landlord shall incur no liability for the inadvertent
disclosure of any such information. Landlord may divulge the contents of any financial
statements in connection with any financing arrangement or sale of Landlords
interest in the Premises or Project or in connection with any administrative or judicial
proceedings.

22.3Hazardous Materials.

(a) Tenant, at its sole cost and expense, shall comply with all laws relating to the
storage, use, handling and disposal of hazardous, toxic or radioactive matter
including, without limitation, those materials identified in Sections 66680 and
66685 of Title 22 of the California Administrative Code, Division 4, Chapter 30
(Title 22). as amended from time to time (collectively,
Hazardous Materials). Tenant represents and warrants, except
for materials falling within the definition of Hazardous
Materials which are normally used and properly disposed of in the
ordinary course of Tenants business, or which are sold in Tenants
store in the ordinary course of Tenants business, neither Tenant, nor its
agents, servants, employees, contractors, nor anyone else acting on
Tenants behalf will store, dispose of, produce, use, transport or
manufacture any Hazardous Materials on the Premises or any portion of the
Project. Tenant shall notify Landlord and provide to Landlord a copy or copies
of the following environmental entitlements or inquiries related to the
Premises: Notices of violation, notices to comply, citations, inquiries, reports
filed pursuant to self-reporting requirements and reports filed pursuant to any
governmental law or regulation relating to underground tanks.

(b) The clean-up and disposal of any Hazardous Materials located or released onto or
about the Project by Tenant or its agents, contractors or employees shall be
performed by Tenant at Tenants sole cost and expense and shall be
performed in accordance with all applicable laws,
rules, regulations and ordinances, pursuant to a site assessment and
removal/remediation plan prepared by a licensed and qualified geotechnical
engineer and submitted to and approved in writing by Landlord prior to the
commencement of any work. The foregoing notwithstanding, Landlord in
Landlords sole and absolute discretion may elect, by written notice to
Tenant, to perform the clean-up and disposal of such Hazardous Materials from
the Premises and/or the Project. In such event, Tenant shall pay to Landlord the
actual cost of same upon receipt from Landlord of Landlords written
invoice therefor.

(c) Notwithstanding any other term or provision of this Lease, Tenant shall permit
Landlord or Landlords agents or employees to enter the Premises at any
time, upon reasonable notice, to inspect, monitor and/or take emergency or
long-term remedial action with respect to Hazardous Materials on or affecting
the Premises or to discharge Tenants obligations hereunder with respect to
such Hazardous Materials when Tenant has failed, after demand by Landlord, to do
so. All costs and expenses incurred by Landlord in connection with performing
Tenants obligations hereunder shall be reimbursed by Tenant to Landlord
within ten (10) days of Tenants receipt of written request therefor.

(d) In the event that any Hazardous Materials are discharged in the Premises or the
Project by Landlord or any of its agents, servants, employees, contractors or
anyone else acting on behalf of Landlord, and such discharge is required to be
remediated pursuant to applicable laws or the same has a material and adverse
affect upon Tenants use of or operation of its business from the Premises,
Landlord shall diligently perform or cause to be performed the necessary
clean-up of such Hazardous Materials on or affecting the Premises at no expense
to Tenant. Notwithstanding the foregoing, if it is reasonably estimated that the
clean-up of such Hazardous Materials will cause the Premises to be untenantable
or require Tenant to close its business therein for more than two hundred
seventy (270) days, Tenant shall each have the right to terminate this Lease
upon written notice to Landlord within thirty (30) days after the date of the
completion of an assessment of the discharge.

(e) The indemnification agreements set forth in this Section 22.3 shall
survive the expiration of the Lease, or the earlier termination thereof.

22.4 Project Remodeling. At any time during the Term, Landlord may remodel or expand,
in any manner, the existing Project, which work may include the addition of
shops and/or the addition of new buildings to the Project (collectively, the
Remodeled Center). Landlords work will not unreasonably
interfere with the normal operations of Tenants business from the
Premises.

22.5Failure to Substantially Complete Premises. The parties hereby acknowledge that Landlord
does not own the Project or any portion thereof, but is presently negotiating for the
purchase of all or a portion of the Project area. Accordingly, notwithstanding anything
to the contrary contained herein, (a) if for any reason whatsoever Substantial
Completion of the Premises has not occurred on or before the last day of the
twenty-fourth (24th) month following the Effective Date, or (b) if Landlord should at
any time postpone or abandon the acquisition, development or construction of the Project
or that portion of the Project in which the Premises are located, then either party may
elect to terminate this Lease by giving thirty (30) days notice of such election
to the other party. If such notice is given, this Lease and the rights and obligations
of the parties pursuant to this Lease shall cease and terminate. If this Lease is
terminated pursuant to this Section 22.5. neither party shall have any further or
additional rights, remedies, claims or liability arising out of this Lease or the
termination of this Lease, and the Existing Lease shall not terminate as provided in Section
4.3 above, but instead shall continue in full force and effect in accordance with
the terms and conditions of the Existing Lease.

22.6 Trade Fixtures, Personal Property, and Alterations. Upon the expiration or
earlier termination of the Term, Tenant shall remove from the Premises all of
Tenants trade fixtures, furniture, equipment, signs, improvements,
additions and Alterations to the extent such items are not permanently affixed
to the Premises, and immediately repair any damage occasioned to the Premises by
reason of such removal so as to leave the Premises in a neat and clean
condition. Tenant may encumber or finance its movable fixtures and equipment
installed in the Premises, and no such encumbrance or financing shall be deemed
a Transfer, provided such encumbrance or financing creates a security interest
in such movable fixtures and equipment, only, and confers no interest in the
Premises. All trade fixtures, signs and other personal property installed in or
attached to the Premises by Tenant must be new or like new when so installed or
attached.

22.7Force Majeure. Any prevention, delay or stoppage due to strikes, lockouts, labor
disputes, acts of God, inability to obtain labor or materials or reasonable substitutes
therefor, governmental restrictions, governmental regulations, governmental controls,
judicial orders, enemy or hostile governmental action, civil commotion, fire or other
casualty, and other causes (except financial) beyond the reasonable control of the party
obligated to perform, shall excuse the performance by that party and extend the time for
performance by that party for a period equal to the prevention, delay or stoppage,
except the obligations imposed with regard to Minimum Annual Rent and Additional Rent to
be paid by Tenant pursuant to this Lease; provided the party prevented, delayed or
stopped shall have given the other party written notice thereof within thirty (30) days
of such event causing the prevention, delay or stoppage.

22.8  Termination and Holding Over. This Lease shall terminate without
further notice upon the expiration of the Term. Tenant shall have no right to
extend or renew this Lease upon the expiration of the Term. Upon the expiration
or earlier termination of the Term, Tenant shall peaceably and quietly
surrender the Premises broom-clean and in the same condition (including, at
Landlords option, the demolition and removal of any Alterations made by
Tenant to the Premises, unless at the time Landlord gave its consent to such
Alterations, Landlord agreed in writing that Tenant would not have to demolish
and remove such Alterations upon the termination of this Lease) as the Premises
were in upon delivery of possession of same to Tenant by Landlord, reasonable
wear and tear and any damage to the Premises which Tenant is not required to
repair pursuant to Article 15 or Article 16 excepted. Tenant shall
remove from the Premises all of Tenants trade fixtures, furniture,
equipment, signs, improvements, additions and Alterations to the extent such
items are not permanently affixed to the Premises, and immediately repair any
damage occasioned to the Premises by reason of such removal so as to leave the
Premises in a neat and clean condition. Should Tenant hold over in the Premises
beyond the expiration or earlier termination of this Lease, the holding over
shall not constitute a renewal or extension of this Lease or give Tenant any
rights under this Lease. In such event, Landlord may, in its sole discretion,
treat Tenant as a tenant at will, subject to all of the terms and conditions in
this Lease, except that Minimum Annual Rent shall be an amount equal to one
hundred fifty percent (150%) of Minimum Annual Rent which was payable by Tenant
for the twelve (12) month period immediately preceding the expiration or earlier
termination of this Lease.

22.9  Miscellaneous Provisions.  
      (a) Any waiver by either party of a breach by the other party of a covenant of this
Lease shall not be construed as a waiver of a subsequent breach of the same
covenant. The consent or approval by either party to anything requiring such
partys consent or approval shall not be deemed a waiver of such
partys right to withhold consent or approval of any subsequent similar
act. No breach of a covenant of this Lease shall be deemed to have been waived
by the other party unless the waiver is in writing and is signed by such party.
      (b) Except as provided herein to the contrary, and subject to the specific
limitations contained in Article 18. the respective rights and remedies
of the parties specified in this Lease shall be cumulative and in addition to
any rights and remedies not specified in this Lease. It is understood that there
are no oral or written agreements or representations between the parties hereto
affecting this Lease and this Lease supersedes and cancels any and all previous
negotiations, arrangements, representations, brochures, agreements and
understandings, if any, between Landlord and Tenant. No provision of this Lease
may be amended except by an agreement in writing signed by Landlord and Tenant.
If any provision of this Lease or the application of such provision to any
person, entity or circumstance is found invalid or unenforceable by a court of
competent jurisdiction, such determination shall not affect the other provisions
of this Lease and all other provisions of this Lease shall be deemed valid and
enforceable.

(c) This Lease shall be governed by and construed in accordance with the laws of the
State of California without giving effect to the choice of law provisions
thereof.

(d) Subject to the terms of this Lease, all rights and obligations of Landlord and
Tenant under this Lease shall extend to and bind the respective heirs,
executors, administrators and the permitted concessionaires, successors,
subtenants and assignees of the parties. If there is more than one (1) Tenant
hereunder, each shall be bound jointly and severally by the terms, covenants and
agreements contained in this Lease.

(e) Except for the delivery of possession of the Premises to Tenant, time is of the
essence of all provisions of this Lease of which time is an element. For
purposes of this Lease, a business day shall mean any day
other than a Saturday, Sunday or a holiday recognized by the United States
Postal Service. 
      (f) If Tenant or Landlord is a corporation, partnership or
limited liability company, each individual executing this Lease on behalf of the
corporation or partnership (in his/her representative capacity only) represents
and warrants that he or she is duly authorized to execute and deliver this Lease
on behalf of the corporation or partnership and that this Lease is binding upon
the corporation or partnership.

(g) Tenant shall observe faithfully and comply with, and shall cause its employees
and invitees to observe faithfully and comply with, reasonable and
nondiscriminatory rules and regulations governing the Project as may from time
to time be promulgated by Landlord, which rules and regulations currently
include the provisions of Exhibit B.

(h) Landlord and Tenant each
represent and warrant that it has had no dealings with any real estate broker or
agent in connection with the negotiation of this Lease, and that it knows of no
other real estate broker, agent or finder who is or might be entitled to a
commission or fee in connection with this Lease. In the event of any claim for
brokers or finders fees or commissions in connection with this
Lease, Landlord shall indemnify, hold harmless and defend Tenant from and
against any and all liability, claims, demands, damages and costs (including,
without limitation, reasonable attorneys fees and other litigation
expenses) on account of such claim if it shall be based upon any statement,
representation or agreement claimed to have been made by Landlord and Tenant
shall indemnify, hold harmless and defend Landlord from and against any and all
liability, claims, demands, damages and costs (including, without limitation,
reasonable attorneys fees and other litigation expenses) on account of
such claim if it shall be based upon any statement, representation or agreement
claimed to have been made by Tenant.

(i) Neither this Lease nor any memorandum hereof shall be recorded by either party
hereto.

(j) Should Landlord sell, exchange or assign this Lease (other than a conditional
assignment as security for a loan), then Landlord, as transferor, shall be
relieved of any and all obligations on the part of Landlord accruing under this
Lease from and after the date of such transfer provided that Landlords
successor in interest shall assume such obligations from and after such date.
Written notice of any such transfer shall be given to Tenant.

(k) Landlord and Tenant desire and intend that any disputes arising between them
with respect to or in connection with this Lease be subject to expeditious
resolution in a court trial without a jury. Therefore, landlord and Tenant each
hereby waive the right to trial by jury of any cause of action, claim,
counterclaim or cross-complaint in any action, proceeding or other hearing
brought by either Landlord against Tenant or Tenant against Landlord on any
matter whatsoever arising out of, or in any way connected with, this Lease, the
relationship of Landlord and Tenant, Tenants use or occupancy of the
Premises or any claim of injury or damage, or the enforcement of any remedy
under any law, statute, or regulation, emergency or otherwise, now or hereafter
in effect. 
      (1) In the event either party shall institute any action or
proceeding against the other party relating to this Lease, the unsuccessful
party in such action or proceeding shall reimburse the successful party for its
disbursements incurred in connection therewith and for its reasonable
attorneys fees and costs as fixed by the court. In addition to the
foregoing award of attorneys fees and costs to the successful party, the
successful party in any lawsuit on this Lease shall be entitled to its
attorneys fees and costs incurred in any post-judgment proceedings to
collect or enforce the judgment. This provision is separate and several and
shall survive the merger of this Lease into any judgment on this Lease.

22.10 Exhibits. The following Exhibits are attached to this Lease and,
by this reference, made a part of this Lease.

Exhibit A  Site plan (the Site Plan) of the Project. Landlord,
at any time, may change the shape, size, location, number and extent of the
improvements shown on Exhibit A and eliminate, add or relocate any
improvements to any portion of the Project, and may add land to and/or withdraw
land from the Project. Notwithstanding the foregoing, Landlord agrees that no
changes or additions to the buildings or Common Area immediately adjacent to the
Premises shall, except temporarily and for periods of reasonable duration during
the construction of any such changes or additions, do any of the following: (a)
materially and adversely interfere with Tenants ability to operate its
business from the Premises; or (b) materially and adversely impair ingress,
egress or other access to or from the Premises. Landlord agrees that any such
changes or additions shall be made in a manner consistent with first class
Projects, and Landlord shall take reasonable steps to minimize the unreasonable
adverse impact upon the Premises occasioned by any such changes or additions.
Exhibit B - Rules and Regulations. 
Exhibit C - Construction Provisions.

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

|                                       | 
|-------------------------------------- | 
|LANDLORD:                              | 
|FRANKLIN STREET PROPERTIES, LLC        | 
|A California limited liability company | 
|By: /s/ MATTHEW HOWARTH                | 
|Print Name:  Matt Howarth              | 
|Its: Partner                           | 

EXHIBIT A
[GRAPHIC OMITTED]

EXHIBIT B
RULES AND REGULATIONS

1. Tenant shall keep the Premises in a neat and clean condition, free from any objectionable noises,
odors or nuisances, shall operate its business without unreasonable noise or vibration
emanating from the Premises, and shall comply with all applicable health, safety
and police laws, ordinances and regulations of any governmental authority having
jurisdiction over the Premises or the Project; provided, however, the foregoing
shall not be construed to require Tenant to perform any repairs which are the
obligation of Landlord pursuant to this Lease. In addition, Tenant shall, at its
sole cost and expense, keep Tenants installation and/or pick-up areas
adjacent to the Building in a neat and clean condition, and shall be responsible
for removing from the Project any litter or debris resulting from Tenants
use of such installation and/or pick-up areas. Tenant shall not sell merchandise
from vending machines or allow any coin or token operated vending machine on the
Premises, except those provided for the convenience of Tenants employees
and pay telephones provided for the convenience of its customers. Tenant shall
deposit trash and rubbish only within receptacles approved by Landlord. Landlord
shall cause trash receptacles to be emptied at Tenants cost and expense;
provided, however, at Landlords option, Landlord may provide trash removal
services, the cost of which shall be paid for by Tenant either (a) as a Common
Area Expense, or (b) pursuant to an equitable proration of said costs by
Landlord. Tenant shall not display or sell merchandise or allow cans, signs or
any other object to be stored or to remain outside the Premises. Tenant shall
not erect any aerial or antenna on the roof, exterior walls or any other portion
of the Premises. Tenant shall not solicit or distribute materials in the Common
Area. Landlord, from time to time, may establish further reasonable and
non-discriminatory rules and regulations for the Project, and Tenant shall abide
by same provided that they neither materially increase Tenants obligations
nor materially diminish Tenants rights under this Lease. Tenant shall
neither conduct on the Premises, nor advertise with respect to the Premises, any
liquidation, going out of business, distress, lost our
lease or similar sale.

2. No advertising medium shall be utilized by Tenant which can be heard or seen
outside the Premises including, without limitation, flashing lights,
searchlights, loudspeakers, phonographs, radios or televisions; provided,
however, Tenant shall be permitted to use music and video within the Premises as
part of its merchandising so long as the volume of same is maintained at levels
which do not cause disturbance of other tenants of the Project. Tenant shall not
display, paint or place any handbill, bumper sticker or other advertising device
on any vehicle parked in the Common Area. Tenant shall not distribute any
handbills or other advertising matter in the Project.

3. Tenant and its employees shall park their vehicles only in the parking areas
from time to time designated for that purpose by Landlord (if such an employee
parking area is designated). Without limiting the generality of the foregoing,
if Landlord implements any program related to parking, parking facilities or
transportation facilities including, but not limited to, any reasonable program
of parking validation, employee shuttle transportation during peak traffic
periods or other program to limit, control, enhance, regulate or assist parking
by customers of the Project, Tenant agrees to participate in the program and to
pay its proportionate share of the costs of the program under reasonable and
nondiscriminatory rules and regulations from time to time established by
Landlord, provided that a majority of the other retail tenants of the Project
occupying premises with Floor Area equal to or less than that occupied by Tenant
are also required by their leases to participate in and pay their proportionate
shares of the costs of the program. Tenant shall furnish Landlord with a list of
its and its employees vehicle license numbers at any time during the Term
within fifteen (15) days after Landlords written request. Tenant
acknowledges that Landlord shall have the right to cause to be towed any vehicle
belonging to Tenant or Tenants employees parked in violation of these
provisions and/or to attach violation stickers or notices to any such vehicle.
Tenant agrees to assume responsibility for compliance by its employees with
these parking provisions and to cooperate with Landlord and its agents in
collecting all costs and expenses incurred by Landlord in connection with
Landlords reasonable efforts to enforce such regulations from
Tenants employees who violate same.

EXHIBIT C
CONSTRUCTION PROVISIONS

1. Description of Landlords Work. Attached hereto as Schedule 1
and incorporated herein by this reference is a description of the improvements
within the Premises which will be provided by Landlord at Landlords sole
cost and expense (the Landlords Work). Following the
Substantial Completion of the premises, Landlord shall not be liable for the
condition of the Premises or for the performance of any work in the Premises
except as specifically otherwise set forth in this Lease, provided that Landlord
shall promptly correct any such punch-list items with respect to Landlords
Work identified in written notice from Tenant to Landlord within sixty (60) days
following the delivery of possession of the Premises to Tenant (or as soon
thereafter as reasonably practicable). Landlord shall not be obligated to
perform any work or provide any facilities in relation to the Premises or
Project except as set forth in this Section1. or as otherwise set forth
in this Lease. Where two (2) types of materials or structures are indicated,
Landlord will have the option of using either.

2. Description of Tenants Work. The work to be done by Landlord in
satisfying its obligation to construct the Premises under this Lease shall be
limited to that described in Section 1 above. All other work to be done
in the Premises shall be provided by Tenant at Tenants sole cost and
expense (the Tenants Work). Tenants Work shall
include, but shall not be limited to, the purchase and/or installation and/or
performance of the following (including any and all applicable architectural and
engineering fees therefor), except to the extent the same is included within
Landlords Work, if applicable:
      A. Floors: Tenant shall provide all floor
coverings and base in the Premises.
      B. Walls: Tenant shall construct all interior
partition walls and shall provide all wall finishes.
      C. Plumbing: Tenant shall provide all additional
plumbing beyond that provided for toilet room as Landlord's work.
      D. Gas Service: Tenant shall apply for and pay any
fees associated with installation of a gas meter and shall pay for the extension of service lines to the Premises.
      E. Telephone: Tenant shall provide all telephone
equipment and distribution systems and connections to main terminal backboard. All equipment
required for Tenant's telephone will be located within Tenant's Premises.
      F. Fire Sprinklers: Tenant, at its sole cost and expense,
shall modify the existing fire sprinkler system as required by building or fire officials.
      G. Signs: Tenant shall provide all storefront signs in
conformance with the approved sign program for the Project. In addition to Landlord's approval,
Tenant shall obtain the approval of all governmental entities having jurisdiction. The approval by Landlord is separate
and in addition to local governmental approval. Tenant may maintain such
professionally prepared interior signs as Tenant desires, subject to compliance
with the requirements of all applicable governmental authorities.
      H. Utilities: Tenant shall apply for and
pay all fees associated with all utility services and permits,
any increase in the serving capacity of water, electrical, HVAC,
sewer or gas services due to Tenant's requirements and any additional equipment
necessitated thereby.

3.
Provisions For Completion of Plans and Specifications and Construction of Premises,

(a)
The procedure for approval of Tenant's plans and specifications is as follows:

(i) Within thirty (30) days of receipt of a set of building plans, Tenant shall
prepare and submit to Landlord four (4) sets of fully-dimensioned one-quarter
inch (1/4) or one-eighth inch (1/8) scale drawings and
specifications prepared by Tenants licensed architect at Tenants
expense, which drawings shall indicate clearly and in detail all specific
changes and alterations to the Premises including, but not limited to, the
storefront, interior partitions, fixture plans, plumbing, lighting, electrical
outlets and all of Tenants Work, as described above. Any and all such
plans shall be subject to Landlords prior written approval, which approval
shall not be unreasonably withheld or delayed. Landlord shall have ten (10)
business days within which to approve or disapprove Tenants proposed
plans. In the event Landlord shall disapprove Tenants plans, Landlord
shall provide Tenant with written objections, and Tenant shall have ten (10)
business days within which to amend its proposed plans and incorporate
Landlords required changes. Landlords review of plans and
specifications for Tenants Work as set forth herein, shall be for
Landlords sole purpose and shall not imply Landlords review of the
same, or obligate Landlord to review the same, for quality, design, compliance
with laws or other like matters. Accordingly, notwithstanding that any plans and
specifications for Tenants Work are reviewed by Landlord or its space
planner, architect, engineers and/or consultants, and notwithstanding any advice
or assistance which may be rendered to Tenant by Landlord or Landlords
space planner, architect, engineers and/or consultants, Landlord shall have no
liability whatsoever in connection therewith and shall not be responsible for
any omissions or errors contained in the plans and specifications for
Tenants Work, and Tenants waiver and indemnity set forth in
Section 14.5of this Lease shall specifically apply to the plans and
specifications for Tenants Work.

(ii)  Upon Landlord's approval of Tenant's proposed plans.
Tenant shall promptly submit
such approved plans to the appropriate governmental authority for plan checking
and the issuance of a building permit. In the event such governmental authority
requires any changes to such approved plans prior to the issuance of a building
permit, Tenant shall, at its sole cost and expense, promptly change such plans
pursuant to such governmental request and submit such changed plans to Landlord
for its approval, which approval shall not be unreasonably withheld or delayed.
Landlord shall have five (5) business days within which to approve or disapprove
such changed plans. In the event Landlord shall disapprove such changed plans,
Landlord shall provide Tenant with written objections, and Tenant shall have
five (5) business days within which to amend such plans and incorporate
Landlords required changes. Upon Landlords approval of the changed
plans, Tenant shall promptly resubmit such plans to the appropriate governmental
authority for plan checking and the issuance of a building permit as previously
set forth in this Subparagraph (b). Upon Tenants receipt of a building
permit and any other necessary governmental approvals for Tenants Work
based upon plans approved by Landlord (the Final Approved
Plans), and delivery of possession of the Premises, Tenant shall
promptly commence construction of Tenants Work and shall diligently pursue
such construction to completion in accordance with the Final Approved Plans.

(iii) No changes, modifications or alterations to the Final Approved Plans may be made
without the prior written consent of Landlord, which approval shall not be
unreasonably withheld or delayed. Any additional costs and expenses including,
without limitation, increased fees which Landlord is required to pay for
architectural, engineering and other similar services that are made necessary by
reason of any change, modification or alteration to the Final Approved Plans,
any additional construction costs including costs of change orders charged by
Landlords contractor and any and all other costs, expenses and/or damages
incurred or suffered by Landlord by reason of the changes, modifications or
alterations to the Final Approved Plans and any delays to the extent caused by
such changes, modifications or alterations to the Final Approved Plans shall be
at the sole cost and expense of Tenant and shall be paid by Tenant to Landlord
(based upon a reasonably detailed estimate of such cost and expense which shall
be subject to Tenants written approval as a condition to Landlords
obligation to consent to such proposed changes, modifications or alterations)
before the performance of the work requested by Tenant.

(b) Tenant shall not commence any work in the Premises unless and until the
following conditions have been met: (i) Final Approved Plans shall have been
achieved; (ii) Landlord shall have reasonably approved Tenants contractor;
(iii) Tenant shall have obtained all permits and approvals from all appropriate
governmental authorities for the Tenants Work and shall furnish Landlord
with copies of all such permits; (iv) Tenant, its contractor and subcontractors
(collectively, Tenants Agents) shall have procured all
insurance required under the provisions of this Lease and shall have furnished
Landlord with certificates of such insurance in accordance with the provisions
of this Lease; and (v) Landlord shall have consented to the commencement of
Tenants Work, which consent shall not be unreasonably withheld or delayed.

(c)  
(i) The Tenants Work shall be constructed in accordance with the Final
Approved Plans in a good and workmanlike manner and in compliance with all
applicable laws. Neither Tenant nor Tenants Agents shall interfere with,
obstruct, or delay, any other work in the Premises or customary Common Area use
or operations of other Project occupants. Tenant and Tenants Agents shall
abide by all reasonable rules made by Landlords contractor and provided to
Tenant or Tenants contractor in writing with respect to the storage of
materials and coordination of work with other work being performed in the
Project. Each of Tenants Agents shall guarantee to Tenant and for the
benefit of Landlord that the portion of the Tenants Work for which it is
responsible shall be free from any defects in workmanship and materials for a
period of not less than one (1) year from the date of completion thereof. Each
of Tenants Agents shall be responsible for the replacement or repair,
without additional charge, of all work done or furnished in accordance with its
contract that shall become defective within one (1) year after the later to
occur of (i) completion of the work performed by such contractor or
subcontractors and (ii) the Rent Commencement Date. The correction of such work
shall include, without additional charge, all additional expenses and damages
incurred in connection with such removal or replacement of all or any part of
the Tenants Work, and/or the Premises and/or Common Areas that may be
damaged or disturbed thereby. All such warranties or guarantees as to materials
or workmanship of or with respect to the Tenants Work shall be written
such that such guarantees or warranties shall inure to the benefit of Landlord
and Tenant, as their respective interests may appear, and can be directly
enforced by any of them. Tenant covenants to give to Landlord any assignment or
other assurances which may be necessary to effect such right of direct
enforcement.

(ii) All of Tenants Agents shall carry workers compensation insurance
covering all of their respective employees, and shall also carry commercial
general liability insurance in an amount not less than One Million Dollars
($1,000,000.00) combined single limit for personal injury, bodily injury and
property damage, naming Landlord, and at Landlords option, Landlords
lender, each as an additional insured thereunder, with companies meeting the
standards set forth in Section 14.2 of the Lease, and the policies
therefor shall inure to the benefit of Tenant and Landlord, as their interests
may appear. Certificates for all insurance carried pursuant hereto shall be
delivered to Landlord before the commencement of construction of the
Tenants Work and all such policies of insurance must contain a provision
that the company writing said policy will give Landlord thirty (30) days prior
written notice of any cancellation or lapse of the effective date or any
reduction in the amounts of such insurance. In the event that the Tenants
Work is damaged by any cause during the course of the construction thereof,
Tenant shall diligently proceed to repair the same at Tenants sole cost
and expense. Tenant and Tenants Agents shall maintain all of the foregoing
insurance coverage in force until the Tenants Work is completed. All
insurance required hereunder (except Workerss Compensation) shall preclude
subrogation claims by the insurer against anyone insured thereunder and shall
provide that it is primary insurance as respects Landlord and that any other
insurance maintained by Landlord is excess and noncontributing with the
insurance required hereunder.

(iii) Within ten (10) days after completion of construction of the Tenants Work,
Tenant shall cause a Notice of Completion to be recorded in the office of the
Recorder of the County in which the Project is located in accordance with
Section 3093 of the Civil Code of the State of California or any successor
statute, and shall furnish a copy thereof to Landlord upon such recordation. If
Tenant fails to do so within a reasonable period following written notice from
Landlord, Landlord may execute and file the same on behalf of Tenant as
Tenants agent for such purpose, at Tenants sole cost and expense.
Within thirty (30) days following the completion of the Tenants Work,
Tenant shall deliver to Landlord a set of as-built drawings for the Premises.
Tenant shall obtain a certificate of occupancy for the Premises promptly
following completion of the Tenants Work.

4. Allowance. Tenant shall be entitled to a one-time allowance (the Allowance) in
an amount equal to Fifty Thousand Dollars ($50,000.00) less the aggregate sum of
base rent under the Existing Lease abated pursuant to Section 4.3 of the
Lease of which this Exhibit is a part, for the costs of construction of the
Tenants Work. The Allowance shall be disbursed to Tenant within thirty
(30) days following the last to occur of (i) Tenants delivery of properly
executed mechanics lien releases in compliance with applicable laws with
respect to Tenants Work, and (ii) substantial completion of Tenants
Work and opening for business to the public from the Premises in accordance with
the terms and conditions of this Lease.

5. Operation from Existing Premises During Construction. Tenant may continue
in occupancy under the Existing Lease so long as the same is permitted by
applicable governmental authorities during the performance of Landlords
Work, and during such period, Landlord shall use reasonable efforts and
diligence to provide Tenant with reasonable means of access to the
Existing Premises and parking areas serving the Existing Premises, provided that
the parties shall coordinate activities so as to allow for Landlords
construction to be performed without increase in cost or delays in time for
performance.

# SCHEDULE 1
Description of Landlords Work

1. Landlord agrees to construct for the Tenant the area designated as Demised
Premises on Exhibit A. Landlord shall prepare, at his sole cost and
expense, plans and specifications for the site work at the Shopping Center, the
improvements comprising the Shopping Center and Landlords Work.
Landlords Work shall be completed in accordance with all applicable
governing codes and in a good and workmanlike manner.
      A. Floors: Landlord shall provide a
smooth finished concrete slab without floor covering or base. The floor
shall be one (1) level without depressions.
      B. Storefront: Landlord shall provide
and install a storefront per Landlord's architect's design with a glass
entry door/doors as shown on Landlord's drawings, the color of which shall
be selected by Landlord's architect.
      C. Demising Wall: Landlord shall provide 5/8" gypsum
board on metal or wood stud wall, concrete masonry unit, and/or concrete walls ready for
paint. No paint or other finish shall be provided.
      D. Electrical: Landlord shall provide electrical service
consisting of a 200 amp 120/208V meter/main section in a designated electrical room or area,
conduit and wire to a minimum 24 circuit electrical panel within Tenant's premises. Electrical meter is Tenant's responsibility.
      E. Heating, Ventilating, and Air Conditioning (HVAC herein):
Landlord shall provide a fully operational packaged rooftop air conditioning and
heating unit which will be installed by Landlords HVAC contractor. Such
air conditioning unit to accommodate a minimum of one (1) ton per 400 square
feet of leasable area. The HVAC system to include ducts, grilles and thermostat.
The toilet room shall be ventilated as required by code.
      F. Telephone: Landlord shall supply one (1) telephone outlet at the rear of the
Premises with conduit stubbed above Tenant's suspended ceiling. A one inch conduit shall extend from Tenant's
Premises to a designated main telephone backboard.
      G. Fire Sprinklers: Landlord shall provide a fire sprinkler system to
a density and head spacing conforming with NFP A and local fire jurisdiction for light hazard occupancies
to Factory Mutual standards. (Note: Tenant shall make any modifications made necessary by Tenant's Work or Tenant's use of the Premises.)
      H. Gas Service: Landlord shall provide gas line and meter to a
designated exterior location in accordance with Landlord' working drawings and specifications.
      I. Rear Door: Landlord shall provide a painted 3' x 7' hollow
(or solid, if required) metal door with standard lockset only if indicated on plans.
      J. Lighting: Three rows of four (4) tube recessed fluorescent
fixtures shall be provided with such fixtures 10' on center located 5' on center from demising wall.
      K. Electrical Outlets: Landlord shall provide 110 volt duplex wall and ceiling
receptacles as required by code. A minimum often (10) wall receptacles shall be located in the sales area and one
(1) receptacle in each toilet room.
      L.
Toilet Room: Landlord shall provide two toilet rooms with the following
in each: One (1) water closet, one (1) lavatory, one (1) exhaust fan, one (1)
light fixture with switch, one (1) 110 volt duplex wall receptacle, 4 high
marlite wainscot as required by local code, and as shown on Landlords
drawings. Sheet vinyl floor coverings with rubber base shall be provided. A
dedicated circuit is provided for the purpose of future insta-hot
type water heater by Tenant. Toilet room shall comply with Uniform Building Code
handicap requirements.
      M. Ceiling: Landlord shall provide 24" x 48" x 5/8"
acoustical tile in a 24" x 24" regular pattern finish and white metal "T" bar
suspended grid. Ceiling height shall be ten (10) feet or as indicated on the drawings.
      N. Sign Lighting: Landlord shall provide
sign lighting circuit and junction box on a common area "house" electrical meter.
Junction box shall be located by Landlord and Tenant shall be responsible to connect thereto.
      O. Tenants Responsibility: All improvements
other than those itemized above to be provided by Tenant at its sole cost and expense, including design and engineering fees.

# AMENDMENT

Amendment
to that certain lease agreement dated April 16, 1998 by and between J & E
Esperanca Investments H, LLC, a California limited liability company, successor
in interest to Joseph A. Esperanca, Sr.5 an individual, Evelyn J.
Esperanca, an individual, and Franklin Street Properties, LLC, a California
limited liability company, (Landlord) and Central Coast Bank Corp.,
a California corporation, (Tenant) for the premises commonly known
as 228 Reservation Road, Marina, CA 93933 consisting of ± 3,000 square
feet of floor area (hereinafter referred to as the Lease).

# RECITALS

A. WHEREAS, the primary leased term of the Lease expired on November 30, 2004; and
B. WHEREAS, the Lease contains in favor of Tenant three (3) separate and distinct renewal options,
each of five (5) years duration; and
C. WHEREAS, Tenant is desirous of exercising its first renewal option; and
D. WHEREAS, Landlord and Tenant have reached agreement as to the Minimum Annual Rent to be
payable by Tenant to Landlord during the first renewal option period;
NOW, THEREFORE, the Lease is hereby amended, modified and supplemented as hereinbelow
set forth.

# AGREEMENT

1. Landlord and Tenant do hereby re-affirm to each other the validity of the Lease,
as amended by this Amendment, and agree to keep, honor and observe each and
every provision contained therein.

2. Tenant does hereby irrevocably exercise its first renewal option on the same
terms and conditions as contained within the Lease except that the Minimum
Annual Rent payable during the first renewal option period shall be as provided
for in this Amendment.

3. The first renewal option period shall commence on December 1, 2004 and expire on
November 30, 2009, unless sooner terminated pursuant to the Lease. 4. The
Minimum Annual Rent payable by Tenant to Landlord during the first renewal
option period shall be as follows:

(a) Sixty three thousand and 00/100Dollars ($63,000.00) per annum during the
period December 1, 2004 through November 30, 2005, payable in equal monthly
installments due on the first (1st) day of each month in the amount
of five thousand two hundred fifty and 00/100Dollars ($5,250.00); and then
      (b) Sixty four thousand nine hundred twenty and 00/100Dollars ($64,920.00)
per annum during the period December 1, 2005 through November 30, 2006, payable
in equal monthly installments due on the first (1st) day of each
month in the amount of five thousand four hundred ten and 00/100Dollars
($5,410.00); and then

(c) Sixty six thousand eight hundred forty and 00/100Dollars ($66,840.00) per
annum during the period December 1, 2006 through November 30, 2007, payable in
equal monthly installments due on the first (1st) day of each month
in the amount of five thousand five hundred seventy and 00/100-Dollars
($5,570.00); and then 
      (d) Sixty eight thousand eight hundred eighty and
00/100Dollars ($68,880.00) per annum during the period December 1, 2007
through November 30, 2008, payable in equal monthly installments due on the
first (1st) day of each month in the amount of five thousand seven
hundred forty and 00/100Dollars ($5,740.00); and then 
      (e) Seventy thousand nine hundred twenty and 00/100--Dollars ($70,920.00)
per annum during the period December 1, 2008 through November 30, 2009, payable in equal
monthly installments due on the first (1st) day of each month in the
amount of five thousand nine hundred ten and 00/100Dollars ($5,910.00).

5. Within ten (10) days of mutual execution hereof, Tenant shall remit in cash to
Landlord a lump sum of eleven thousand two hundred thirty eight and
00/100Dollars ($11,238.00) representing additional minimum rent due
Landlord for the December 1, 2004 through May 31, 2005 time period calculated as
the product of five thousand two hundred fifty and 00/100Dollars
($5,250.00) per month due less three thousand three hundred seventy seven and
00/100Dollars ($3,377.00) per month received multiplied by six (6) months.
6. Landlord and Tenant do hereby agree that there remains in favor of Tenant two
(2) additional renewal options, each of five (5) years duration, from and after
November 30, 2009.

7. Landlord and Tenant do hereby agree that the Minimum Annual Rent to be payable
by Tenant to Landlord during the second and/or third and final renewal option,
if exercised, shall be at the then current fair market rental value to be
determined in accordance with Sections 3.2 (a), (b) and (c) of the Lease.

8. In the event of conflicting provisions between the Lease and this Amendment, the
provisions of this Amendment shall take precedence, control and apply.

In all other respects, the Lease shall remain in full force and effect without
further amendment, modification or supplement. 
Dated this 25th day of May, 2005

# LANDLORD

J & E Esperanca Investments II, LLC,
a California limited liability company
By:  /s/ CHARLES E. BELLIG
      Charles E. Bellig,
      authorized agent

# TENANT

Central Coast Bancorp
A California coporation

By:  /s/ HARRY D. WARDWELL
      Harry D. Wardwell

Title: Senior Vice President, Branch Administrator
By: ___________________________________
Name Printed: _________________________
Title:_________________________________