# EXHIBIT
ABASIC LEASE PROVISIONS

This
Exhibit A contains a summary of the basic provisions of the Lease (the
Lease) between the Owner and Tenant and concerning the Leased
Premises hereinafter described. Reference is made to the main body of the Lease
to which this Exhibit is attached for the complete terms and provisions thereof.
References to Articles and Sections are to the Lease.

The
words and figures set forth in paragraphs A to S, both inclusive, are part of
the Lease wherever appropriate reference is made thereto, unless they are
expressly modified elsewhere in the Lease. References to Section or Article
numbers are to relevant portions of the Lease.

A.
Date of Execution:  April 25,  2000

B.
Owner:  RODERICK D. SEIGLE, Trustee of the SEIGLE FAMILY TRUST dated October 14,1988, dba
WATSONVILLE CROSSROADS

C.
Tenant's Legal Name:  COMMUNITY BANK OF CENTRAL CALIFORNIA, a Calif. Corp.

D.
Tenant's Trade Name:  [same]

E.
Shopping Center: The improved real property commonly known as WATSONVILLE CROSSROADS
SHOPPING CENTER more particularly described and depicted on the Site Plan marked Exhibit
B located at: Green Valley & Main Streets, Watsonville, California.

F.
Leased Premises and Address: The Leased Premises consist of the area generally outlined
in color on Exhibit B, containing the following approximate measurements (See Exhibit C
for specific dimensions): Floor Area: 971 +/- square feet. See Section 1.02

Address
of Leased Premises:  1915 Main Street, Watsonville, CA 95076

G.
Use of Leased Premises: Commercial Banking.

H.
Term: Three (3) years, commencing upon completion of Tenant Improvements and
issuance of occupancy permit by City of Watsonville, but in any event no later
than September 1, 2000, and ending three (3) years thereafter. The precise
Commencement Date will be confirmed by a Commencement Addendum (Section 1.04)
(form attached as Addendum One). Tenant may take possession of the Premises upon
execution of this Lease and payment of required sums for purpose of constructing
Tenant Improvements.

Option
to Extend: Tenant shall have an option to extend the term for two additional
three (3) year terms, as more particularly described in Addendum Two.

I.
Rent:  Tenant will pay monthly rent as provided in Article Two of the Lease, summarized
below:

Fixed
Monthly Rent: The following fixed monthly rent, triple net (NNN), shall be payable as
provided in Article Two of the Lease.

First
lease year $0.89 per square foot, NNN ($864.19/mo + NNN) 
Second lease year $1.30 per square foot, NNN ($l,262.30/mo + NNN) 
Third lease year $1.34 per square foot, NNN ($1,301.14/mo + NNN)

Additional
Rent: Tenants prorata share of Shopping Center Operating Costs (NNN) (aka
CAMs) as defined in Section 9.01 (currently estimated at 350 per square foot per
month, not including promotional and advertising assessments paid to Merchants
Association) commencing when Owner makes Premises available for occupancy and
payable monthly, subject to adjustment quarterly to actual as provided in
Section 9.01. Various additional charges may apply if incurred by Tenant (see
Section 2.01).

Merchant's
Association: The usual annual Merchant's Association dues are 50(pound) per square foot
or a minimum of Five Hundred Dollars ($500.00) per year. Tenant will pay a prorated
share to the Merchant's Association in the first lease year

J.
Security Deposit: Tenant must pay a security deposit of ONE THOUSAND FIVE HUNDRED DOLLARS
($1,500). The Security Deposit will be held by Owner under the lease provisions of
Article Seven.

K
Late Charge: Six percent (6%) of unpaid amounts per Section 2.05.

L.
Payment on Execution: Tenant will pay the following upon execution of this Lease:

|                                    | 
|----------------------------------- | 
|First month's rent                  | 
|One month's CAMs (estimate)         | 
|Security Deposit                    | 
|Prorated Merchant's Dues (July-Dec) | 
|Total due on execution              | 

M.
Owner's Address for Rent and Notices:
     SEIGLE TRUST dba WATSONVILLE CROSSROADS
     155 Westridge Drive
     Watsonville, CA 95076
     Phone (831) 722-7609
     Fax (831) 722-4629

N.
Tenants' Addresses and Phone Numbers for Notices (if different than premises): 
     COMMUNITY BANK OF CENTRAL CALIFORNIA
     1915 Main Street
     Watsonville, CA 95076
     Phone (831)
     Fax (831)

O.
Addenda: The following addenda are attached hereto and made a part hereof: 
     Addendum One:  Commencement Addendum
     Addendum Two: Option to Extend

P. Signage: Tenant agrees to have its signage prepared in compliance with Exhibit D installed no later
than thirty (30) days after the Commencement Date. Prior to that date, Tenant may
install signs both on the front and the side of the south side of the building,
subject to the Owners approval and any requirements of the City of
Watsonville. Owner will remove the striped awning currently in place over the
entrance. Front signage must fit within the existing facia.

Q.
Leasehold Improvements: Owner will make those improvements specified on Exhibit E; Tenant
will be responsible for the remaining improvements required for Tenant's use of the
Premises. Owner encourages Tenant to coordinate its improvements with Owner to expedite
Tenant's move-in, e.g. any electrical changes needed by  Tenant could be done while
Owner's electrician is on-site.

R.
Financial Statements: This Lease is conditioned upon Owner's approval of Tenant's
financial statements. Tenant agrees to submit current financial statements for the last
two tax years to Owner for review and approval on or before the execution of this Lease.
In addition, Tenant corporation agrees to provide Owner  with annual calendar year
financial statements by April 1 of each year

S.
Deleted Clauses in Lease. Sections 3.01, 3.02,3.03,4.01, 4.02, 6.03, and 8.04 shall be deemed deleted from the Lease.

|                                          | 
|----------------------------------------- | 
|OWNER:                                    | 
|SEIGLE FAMILY TRUST dated October 14,1988 | 
|                                          | 
|By: /s/ RODERICK D. SEIGLE                | 
|Roderick D. Seigle, Trustee               | 
|                                          | 
|                                          | 

# Exhibit B[Graphic Omitted]

# Exhibit C[Graphic Omitted]

# Exhibit
D

# SIGNS

# INTRODUCTION

The
following represents the criteria for an overall sign program for the
Watsonville Crossroads Shopping Center. These criteria have been established for
the purpose of assuring a coordinated sign program for the mutual benefit of all
Tenants. Conformance will be strictly enforced. Any installed non-conforming or
unapproved sign must be brought to conformance at the non-conforming
Occupants expense.

Owners
Property Manager is empowered to administer and interpret the criteria, but he is not
authorized to approve any departure from the criteria without approval of the Owner and
the City of Watsonville.

GENERAL
CRITERIA

1.
General Requirements:

a.
All signs shall be in conformance with this Exhibit D.

b.
Tenant shall submit or cause to be submitted to the Owner for approval, before
fabrication, at least three (3) copies of detail drawings including all
lettering and/or graphics. All face changes shall also require approval.

c. All permits for signs and their installation shall be obtained by the Occupant or his representative at this expense.

d. Tenant shall be responsible for the fulfillment of all requirements and specifications.

e. A walkway sign and the Building Fascia sign(s) shall meet the Design Requirements below.

2.
Design Requirements:

# 

Building
Fascia Signs

a.
Signs shall be permitted only within the areas as designated as shown on the building
elevation included in Exhibit C.

b.
The maximum length of the sign letters shall not exceed 50% of a stores
frontage or 12 feet, whichever is less. The height of the sign letters cannot
exceed 18 inches.

c.
All building sign letters will be back-lighted, single faces illuminated. The
letter light box shall be 5 inches deep with a front metal retainer. The box and
retainer color must be one color for all letters in the Tenant name.

d.
The store name letters must be at least 75% of the space or letters with no more
than 25% of the space allocated to the stores logo.

e.
Each store's building letter sign will have its own letter or  type style and color.

# Walkway
Sign

Each
store, which has an overhang over the walkway, will have a walkway sign (5 feet
long and 12 inches high) with its own logo not to exceed 25% of the walkway sign
and letter style, letter color to be terra cotta on a dried redwood carved sign,
both sides with letters and trim band raised and background gouged. The border
and trim will be stained terra cotta and the background will be painted the
color ivory. The sign will be centered in the walkway and perpendicular to the
stores front door.

3.
General Specifications:

a.
Painted lettering will not be permitted.

b.
Flashing, moving, neon or audible signs will not be permitted, except with Owner's prior
written approval.

c.
All electrical signs shall bear the UL Label, and their installation must comply
with all local building and electrical codes.

d.
No exposed conduit, tubing or raceways will be permitted except as shown on the attached
exhibit.

e.
No exposed neon lighting shall be used on signs, symbols or decorative elements.

f.
All conductors, transformers and other equipment shall be concealed.

g.
Electrical service to all signs shall be on landlords meters and shall be
part of Common Area Maintenance construction and operation cost.

h.
All bolts, fastening, clips etc. shall be painted out with sign can.

i.
No signmakers label or other identification will be permitted on the
exposed surface of sign, except those required by local ordinance which latter
shall be placed in an inconspicuous location.

j.
All penetrations of the building struction required or sign installation shall be neatly
sealed in watertight condition.

k.
Sign contractor shall repair any damage to any work caused by his work. Damage
to structure that is not repaired by the sign contractor shall become the
Occupants responsibility to correct.

1.
Occupant shall be fully responsible for the operations of Occupant's sign contractor.

m.
The maximum current for sign lamps shall not exceed 800 milliamps.

n.
No signs of any sort shall be permitted on the building roof.

o.
Wording of sign shall include and only include Occupant's trade name or insignia.

# 4.
Window Signs

General
Criteria

The
placement of signs in a window are limited to size, frequency, of use, type of
sign and subject matter as specified below.

Specifications.

a.
The size of the total window signs at any time shall not exceed the
Tenants window space by ten square feet for each 20 linear feet of store
front; and, in no case shall the total window sign coverage exceed 20% of the
Tenants window area. This paragraph includes the sign(s) for store
operating hours, and open and closed signs.

b.
Window signs, excepting Operating Hours Signage, are for a temporary purpose to
inform customers about a sale or featured item. Therefore, all signs are limited
in their window appearance for a period not to exceed seven (7) consecutive days
or seven days in any 30 day period.

c.
All window signs are to have a professional appearance.

d.
The subject matter for the window signs are for sales, products and/or event
which are limited in their promotional period. No promotional period can extend
for more than seven (7) days without the expressed approval of the Owner.

EXHIBIT E 
TENANT IMPROVEMENT SPECIFICATIONS

REQUIREMENTS
FOR TENANTS MANAGING THEIR OWN CONSTRUCTION: These requirements must be met before the
commencement of any improvements by Tenant:

Preparation
of the plans and specifications shall meet local building official requirements.
(City of Watsonville, Building Inspection Department (408) 728-6018).

Plans
and specifications are to be reviewed and approved by the Owner before submittal to the
City of Watsonville,

The
City must issue a Building Permit which must be posted on site, and a copy must
be delivered to the Owner, prior to any construction.

Tenant
must hire a licensed general contractor to oversee the project. The general
contractor and all subcontractors must submit the following to the Owner before
their portion of work begins.

|1. | A
letter from all unions to whom benefits will be owed by the contractor(s) on their
payroll, stating that benefit payments are current, if applicable. If the contractor(s)
has no affiliation with a Union, contractor must supply a written statement certifying
the same.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2. | Proof of Public liability Insurance:
|-- | ------------------------------------

| | $500,000
Bodily Injury
| | ----------------------

| | $100,000 Property Damage
| | ------------------------

| | Auto
Liability: Owned, Hired, and Non-Owner Coverage.
| | -----------------------------------------------------

The
Owners, "Roderick D. Seigle, Trustee of the Seigle Family Trust, et al, dba
Watsonville Crossroads Shopping Center" and Owners' Property Manager, "PacCom
Management Services, Inc." are to be named as "Additional Insureds" by use
of Form CG2010 (FORM B) or comparable.

3.
Proof of Worker's Compensation Insurance.

4.
Proof of City of Watsonville Business License.

5.
A list of material suppliers and/or subcontractors to be used on the project.

6.
Supply a copy of the contractor's California State Contractor's License.

In
lieu of Owner filing a Notice of Non-Responsibility the project
overseer must provide to the Owner a Conditional Waiver and Lien Release from
the subcontractors/suppliers for the amount being paid. These releases are to be
sent to Watsonville Crossroads, 155 Westridge Drive, Watsonville, CA 95076. A
copy is available from Owners Property Manager upon request.

This
is Exhibit E to the Lease (theLease) between RODERICK D. SEIGLE,
trustee of the SEIGLE FAMILY TRUST dated October 14,1988 (Owner) and
the Tenant named in the Lease. Reference is made to the main body of the Lease
to which this Exhibit is attached for additional terms and provisions thereof.

OWNER'S
RESPONSIBILITIES: Owner will complete the following using due diligence.

1.
General clean-up of the Premises.

2.
Owner will deliver the Premises with all building systems in good working order
and repair, including but not limited to HVAC, lighting, electrical, plumbing,
ceiling tiles, roof, structural integrity of the building, fire sprinkler
system, parking lot, etc.

TENANT'S
RESPONSIBILITIES: Tenants will be responsible for the following:

1.
All necessary permits to meet applicable governmental regulations and ordinances, except
for Owner's work described above.

2.
All City fees for permits, business licenses, and other City fees, except for Owner's
work described above.

3.
Tenant store sign and walkway sign, and City permit for same.

4.
All other improvements necessary for Tenants occupancy of the Premises and  to the
conduct of Tenants business, including interior partition walls,  wall and window
coverings, additional floor coverings, cabinets, fixtures, and  any special or additional
electrical and lighting requirements, communications  wiring (from utility room) and
other requirements for Tenants use.

5.
Tenant must submit to Owner for approval its proposed plans for the extensive  facility
improvements it contemplates prior to commencement of work or submittal  of same to City
for necessary permits.

BY-LAWS
OF THE  WATSONVILLE CROSSROADS MERCHANT'S ASSOCIATION

ARTICLE
I - ORGANIZATION

SECTION
1.01.  Name.

The
name of this association shall be Watsonville Crossroads Merchants
Association, a nonprofit, unincorporated association
(Association) operating in the City of Watsonville under the laws of
the State of California.

SECTION
1.02.  Leases.

The
Association is the association referred to in the leases between Watsonville
Crossroads, a California Limited Partnership, as Owner and the tenants of the
Watsonville Crossroads Shopping Center located on Main Street in the City of
Watsonville, Santa Cruz County, California, which leases require the tenants to
be members of a merchants association. These by-laws are intended to and shall
implement and not supersede those lease provisions. Should there be any
inconsistency between any by-law and the lease provision, the lease provisions
shall prevail.

SECTION
1.03.  Principal Office.

The
principal office of the association shall be located in the City of Watsonville,
Santa Cruz County, California, at such location as may be determined from time
to time by the Owner of the Shopping Center.

SECTION
1.04.  Definitions.

As
used in these by-laws, the following terms of the following meanings:

Association
means the Watsonville Crossroads Merchants Association a
non-profit unincorporated association.

Center
means the Shopping Center known as Watsonville Crossroads, located on Main
Street in the City of Watsonville, Santa Cruz County, California, southwest of
the intersection of Green Valley Road and Main Street.

Owner
shall mean Roderick D. Seigle, Trustee, of the Seigle Family Trust- and the
landlord under the leases by which each tenant occupies space in the Center.

"Tenant"
shall mean any person or entity that has leased space in the Center for the operation of
a commercial business or profession and is actually operating such a commercial business
or profession in the Center.

ARTICLE
II - PURPOSE

SECTION
2.01.  General.

The
Association is organized for the purpose of furthering the general business
interest of the Watsonville Crossroads Shopping Center, and all the merchants in
the Center, and, in the furtherance of such purpose, to engage in and conduct
promotional programs to include a December Holiday promotional program, special
events, decoration, and cooperative advertising; and to encourage high business
standards and a spirit of cooperation among its members; and to compile and
distribute business information to its members for their benefit.

SECTION
2.02.  Nonpartisan/nonsectarian.

The
Association shall be at all times conducted as a wholly and completely
nonpartisan and nonsectarian entity. The Association shall not at any time or in
any way act in behalf of, either directly or indirectly, or in any other way
show any partiality to any religions, political, racial, national, ethnic, or
gender group or individual of such group. Nor shall it in any way or at any time
discriminate against any religions, political, racial, national, ethnic, or
gender group or individual or any such group.

SECTION
2.03.  Not for Profit.

The
Association shall be conducted at all times as a non-profit organization which shall not
engage in any function, plan, design, or any other activity intended for the profit of
the Association, or for any officer or member(s) of the Association.

ARTICLE
III - MEMBERSHIP

SECTION
3.01.  Members.

Each
tenant in the Center and the Center Owner, whether individuals, partnerships, or
corporations shall be entitled to membership in the Association with all the
rights and obligations herein provided. Membership in the Association shall
continue so long as the respective members continue as tenants or owners in the
center or as otherwise provided herein.

SECTION
3.02,  Termination.

The
resignation, withdrawal, or expulsion of a member shall result in termination of
membership.  The termination of membership shall constitute forfeiture of all interests
of the member in and to the property of the Association, and the member shall thereafter
have no right thereto or any part thereof.

ARTICLE
IV - GENERAL MEMBERSHIP MEETING

SECTION
4.01.  Annual Meeting.

Commencing
with the calendar year 1989, the Association shall hold an annual meeting with
the general membership on the third Wednesday of October of each year, or on
such other date as may be fixed by the Promotion Committee. The annual meeting
shall be for the purpose of election of Members to the Promotion Committee for
the ensuing calendar year, and the transaction of any business within the powers
of the Association. Any business of the Association may be transacted at an
annual meeting without being specifically required by statute to be stated in
such notice. Failure to hold an annual meeting shall not, however, invalidate
the existence of the Association or affect otherwise valid acts of the
Association.

SECTION
4.02.  Regular or Special Meetings.

At
any time in the interval between annual meetings, regular or special meetings of
the members may be called by (1) the Chair of the Promotion Committee whenever
it may considered necessary or desirable, (2) a majority of the Promotion
Committee, (3) the written request of a majority of the general membership of
the Association or (4) the Owner. This provision shall not affect any
members other obligations pursuant to its respective lease with the Owner,
its successors and assigns.

SECTION
4.03.  Notice.

Not
less than five (5) days before the date of any meeting of the general
membership, the Secretary/Treasurer shall give to each member written notice.
Said notice shall state the time and place of the meeting, and in the case of a
special meeting, the purposes for which the meeting is called. Such notice shall
be delivered, either personally or by mail to the latest address of the members
recorded in the books of the Association. Any meeting of the general membership,
annual or special, may adjourn from time to time to reconvene at the same or
some other place, and no notice need be given of such adjourned meeting other
than by announcement.

SECTION
4.04.  Quorum.

A
quorum shall consist of a majority of the entire general membership present at
the meeting, either by person or by proxy.

SECTION
4.05.  Proxy,

Any
member may vote either in person or by proxy or by representative designated in
writing by such member. All proxies shall be in writing and submitted to the
Secretary/Treasurer of the Association prior to any meeting of the general
membership.

SECTION
4.06.  Voting.

Each
member of the Association shall be entitled to one vote for each five hundred dollars
($500) that such member contributes to the Association in dues.  Each member shall have
the right to attend and to participate in all meetings of the members.

ARTICLE
V - PROMOTION COMMITTEE

SECTION
5.01.  Powers.

The
business and affairs of the Associations promotion program shall be
managed by its Promotion Committee, all of whom shall be members in good
standing of the Association. The Promotion Committee may exercise all the powers
of the Association, except such as are by statute or by-laws specifically
reserved to the membership only.

SECTION
5.02.  Promotion Committee Membership.

The
number of Promotion Committee Members shall be five (5). One (1) member of the
Promotion Committee will be the manager of the Center or other representative
appointed by the Owner and will have three (3) votes. The remaining Committee
Members shall be elected by the Association members for one-year terms, and will
each have one vote.

SECTION
5.03.  Election of Promotion Committee Members.

At
each annual meeting the Associations members (excluding Owners
representative) shall elect the four (4) Association Members of the Promotion
Committee to hold office until the next succeeding annual meeting or until their
successors are elected and qualify. The Chair, not less than thirty (30) days
prior to the annual meeting, shall appoint a Nominating Committee of three (3)
or more members of the Association to nominate from the general membership the
Promotion Committee Members to be elected. The Nominating Committee shall file a
list of the nominees recommended with the Secretary/Treasurer not less then ten
(10) days before the election. Other nominations than those recommended by the
Nominating Committee may be made by any member by petition signed by not less
than five (5) members of the Association and delivery of said petition to the
Secretary not later than five (5) days before the date set for such election.

All
voting for the election of the four (4) Association members of the Promotion
Committee shall be by written ballot. Every member (except the Owner)
shall have the right to cast its vote(s) in person or by proxy, or by
representative, for as many members as there are positions to be elected, and
votes may be cast cumulatively (i.e. the members vote for each of four (4)
nominees may be all cast for one nominee). The number of nominees corresponding
with the number of Promotion Committee Members to be elected who received the
highest number of votes, shall be declared elected.

SECTION
5.04.  Vacancy.

Any
vacancy occurring on the Promotion Committee for any cause, will be filled by
the Chair from the membership of the Association and that person will serve on
the Promotion Committee until a successors is elected at the next annual
election and qualified.

SECTION
5.05.  Meetings.

Meetings
of the Promotion Committee may be called at any time by the Chair or by the
Promotion Committee by a vote at a meeting or by a majority of the Promotion
Committee Members in writing with or without a meeting and shall be held on such
dates and in such places as may be designed by the Promotion Committee. All
meetings will be held at the Center or within the City of Watsonville. The
Promotion Committee shall keep minutes of its meetings and distribute copies of
same to the membership within thirty (30) days following any regular or special
meeting of the Promotion Committee. The Promotion Committee may adopt such rules
as may be necessary for the proper conduct of the business of the Association.

SECTION
5.06.  Notice.

Not
less than five (5) days before the date of any meeting of the Promotion
Committee, the Secretary/Treasurer shall give to each Promotion Committee Member
and to the Associations membership written or personal notice stating the
time and place of the meeting. Such notice shall be delivered or sent by mail to
the latest address of the Members recorded on the books of the Association. Any
meeting of thePromotion Committee may adjourn from time to time to convene
at the same or some other place, without further notice.

SECTION
5.07.  Quorum.

At
all meetings of the Promotion Committee, four (4) members of the entire
Promotion Committee shall constitute a quorum for the transaction of business.
Except in cases in which it is by statute, or the bylaws otherwise provided,
four (4) votes at a duly constituted meeting shall be sufficient to elect and
pass any measure.

SECTION
5.08.  Removal.

Any
elected Association Member of the Promotion Committee or the Association may be
removed by two-thirds (2/3) of the general membership whenever, in their
judgement, the best interests of the Association will be served thereby.

SECTION
5.09.  Compensation.

In
no event shall the Members of the Association receive compensation for their
services to the Association.

ARTICLE
VI - DUTIES OF PROMOTION COMMITTEE

SECTION
6.01.  Responsibilities.

The
Promotion Committee shall elect from among the members of the Promotion
Committee a Chair, a Vice-Chair, and any Committee Heads as shall be deemed
necessary to carry out the affairs and business of the Association. Each Member
shall hold office until the first meeting of the Promotion Committee after the
annual meeting of general members. The Owners representative to the
Promotional Committee will be Secretary/ Treasurer to the Promotion Committee.

SECTION
6.02.  The Chair.

The
Chair shall preside at all meetings of the members and of the Promotion
Committee at which the Chair shall be present. The Chair shall have general
charge and supervision of the business of the Association. The Chair shall
perform all duties as, from time to time, may be assigned by the Promotion
Committee. The Chair shall be an ex officio member of all committees.

SECTION
6.03.  Vice-Chair.

The
Vice-Chair shall fill the duties of the Chair in his/her absence, and such other
duties as delegated by the Committee from time to time.

SECTION
6.04.  Secretary/Treasurer.

The
Owners representative to the Promotion Committee shall be
Secretary/Treasurer and shall have charge of and be responsible for all funds,
receipts, and disbursements of the Association, and shall deposit or cause to be
deposited, in the name of the Association, all monies or other valuable effects
in such banks or other depositories as shall, from time to time, be selected by
the Promotion Committee. The Secretary/ Treasurer shall render to the Chair and
to the Promotion Committee, and to the membership whenever requested, an account
of the financial condition of the Association, and in general, shall perform all
duties incident to the office of a Treasurer. In addition, the
Secretary/Treasurer shall keep the minutes of the meetings of the members and of
the Promotion Committee in books provided for the purpose, and shall distribute
same to the membership as required. The Secretary/Treasurer shall see that all
notices are duly given in accordance with the provisions of the bylaws or as
required by law and shall be custodian of the records of the Association and in
general shall perform all duties incident to the office of a Secretary and such
other duties as, from time to time, may be assigned by the Promotion Committee
or the Chair.

# 

ARTICLE
VII  DUES AND ASSESSMENTS

SECTION
7.01.  Dues.

Regular
annual dues of five hundred dollars ($500) or $.50/ s.f. per year, whichever is
greater shall be paid by each Association member to the Association, excluding
the Owner. The Owner shall pay $.25/s.f. per year for the total square footage
of the Shopping Center available for lease. The annual dues shall be payable in
advance as billed. Dues shall be paid to the Manager of Watsonville Crossroads
for the account of the Association, at 60 Penny Lane Watsonville, California
95076.

On
the first day of the each calendar year beginning January 1, 1990, dues will be
subject to a minimum increase equal to any increase in the Urban Wage Clerical
Worker Index of the Consumer Price Index for the San Francisco  San Jose
region (1982-84=100), not to exceed ten percent (10%) per year. The Association
may impose a larger increase by majority vote of the general membership. In no
case will Owner pay dues exceeding fifty percent (50%) of the rate payable by
all of the other members of the Association.

SECTION
7.02.  Assessments.

Assessments
may be levied upon all members at any time by a majority vote of the membership,
to be assessed against all members of the Association (except Owner) according
to the square footage of the Center occupied by each, and to the Owner at the
rate of fifty percent (50%) of the members assessment, based on the total
leasable square footage in the Center.

SECTION
7.03.  Delinquency.

Whenever
any member shall be in arrears in payment of dues or assessments for a period of
more than thirty (30) days, the member shall be notified in writing by the Chair
or Secretary/Treasurer of the Association that if such dues or assessments or
both are not paid within thirty (30) days, the member shall be deemed
delinquent. Each Tenants lease provides that such delinquency is a default
under the members lease with Owner.

SECTION
7.04.  Suspension.

Upon
certification by the Secretary/Treasurer to the Promotion Committee that a
member is so delinquent, by a majority vote of the Promotion Committee, such
member may be suspended from membership in the Association. Any member so
suspended shall not be entitled to vote, participate in Association affairs or
be a member of the Promotion Committee or pursuant to a budget approved by the
Promotion Committee. Upon certification by the Secretary/Treasurer to the
Promotion Committee that a suspended member has cured delinquency, the member
shall be automatically reinstated to membership in the Association on the date
of such certification. However, such reinstatement shall not entitle such member
to regain previous membership on the Promotion Committee nor any previous office
held prior to the suspension unless re-elected in accordance with the applicable
provisions of these bylaws.

SECTION
7.05.  Expulsion.

Members
may be expelled by a majority vote of the entire Promotion Committee for cause
or nonpayment of dues or assessments as provided herein. However, no member may
be expelled without opportunity of a hearing before the Promotion Committee. An
expelled member shall have the right to appeal within (30) days from the date of
expulsion by the Promotion Committee to the entire general membership and, upon
written request, must be allowed to make such an appeal at the next annual
meeting or at a special meeting called for the purpose within thirty (30) days
of such a request.

A
member may be reinstated by a majority vote of the general membership. A member
so expelled, may, at any time after the expiration of thirty (30) days from the
date of expulsion, petition the Association for reinstatement. Said petition
shall be in writing and submitted to the Promotion Committee. Within thirty (30)
days of such a petition the Promotion Committee, by a majority vote of the
entire Promotion Committee, shall act upon said petition, subject to
ratification by a majority vote of the general membership.

In
the event of reinstatement, the member shall not be entitled to regain previous
membership on the Promotion Committee nor any previous office held prior to the expulsion
unless re-elected in accordance with the applicable provisions of the bylaws.

ARTICLE
VIII - FINANCE AND REPORTS SECTION

8.01.
Contracts.

The
Promotion Committee may authorize any Member, agent or employee of the
Association to enter into any contract or execute and deliver any instrument in
the name of and on behalf of the Association, and such authority may be general
or confined to specific instances.

SECTION
8.02.  Borrowing.

The
Association shall not make any loans to any member either individually or as a
group.

SECTION
8.03.  Deposits, Checks, Drafts.

All
funds of the Association shall be deposited by the Secretary/ Treasurer from
time to time to the credit of the Association into a special account to be
designated by the Promotion Committee; and disbursements of said funds shall be
made with the approval of the Promotion Committee or pursuant to a budget
approved by the Promotion Committee. All disbursements shall be made by check,
and all checks, drafts, and orders for the payment of money, notes and other
evidences of indebtedness issued in the name of the Association shall, unless
otherwise provided by resolution of the Promotion Committee, be signed by the
Chair and countersigned by the Secretary/Treasurer.

SECTION
8.04.  Bonds.

The
Promotion Committee may require any Member, agent or employee of the Association
to give a bond to the Association, conditioned upon the faithful discharge of
duties, with one or more sureties and in such amount as may be satisfactory to
the Promotion Committee.

SECTION
8.05.  Budget.

The
Promotion Committee shall prepare annually, with the commencement of each new
fiscal year, an annual, promotional and advertising budget, which shall be
presented to the general membership for their approval. Once approved, this
budget shall govern the financial affairs of the Association for the fiscal
year.

SECTION
8.06.  Annual Financial Report.

There
shall be prepared annually under direction of the Secretary/ Treasurer, a full
and correct statement of the financial affairs of the Association, including a
Balance Sheet and a Financial Statement of Operations for the preceding fiscal
year, which shall be submitted to the general membership.

SECTION
8.07.  Annual Association Report.

The
Secretary/Treasurer shall cause to be prepared and filed annually any reports
required by the laws of the State for not-for-profit Associations.

SECTION
8.08.  Annual Tax Report.

The
Secretary/Treasurer shall cause to be prepared and filed annually any Federal, State, or
Municipal tax returns required of the Association.

SECTION
8.09.  Fiscal Year.

The
fiscal year of the Association shall be the calendar year.

# 

ARTICLE
IX  MISCELLANEOUS

SECTION
9.01.  Committees.

The
Promotion Committee shall authorize and define the powers and duties of all
committees. All committees so authorized shall be appointed by the Chair,
subject to confirmation by the Promotion Committee.

SECTION
9.02.  Insurance.

The
Association shall hold harmless and indemnify the Owner from all injury, loss,
claims, or damage to any person or persons or property while within or upon the
Center premises, occasioned by any act, omission, neglect or default by the
Association or by any member or group or members while acting for on behalf of
the Association. As a result, the Association shall effect and carry and pay
for, and keep in full force and effect, insurance issued by reputable companies
authorized and qualified to do business in the State of California, which
companies are satisfactory to Owner, naming Owner and Owners Center
Manager as additional insureds. In addition, the Association shall carry
Workers Compensation insurance if Association has any employees. The
Association shall provide Owner with a certificate of insurance providing
evidence of such coverage.

SECTION
9.03.  Incorporation.

If
it determines such action to be in the best interest of the Association, the
Promotion Committee may cause the Association to become incorporated as a
non-profit, mutual benefit corporation, with substantially the same By-laws.

# 

ARTICLE
X  AMENDMENTS TO BYLAWS

Any
and all provisions of these by-laws, excepting the Owners percentage
share of dues or assessments, may be altered, amended, or repealed and new
by-laws adopted by a two-thirds (2/3) vote of the membership at any annual
meeting of the Association, without notice, or at any special meeting of the
Association, provided that at least ten (10) days written notice is given of
intention to alter and amend those by-laws at such special meeting. Further, any
proposed amendments to these by-laws shall be submitted to the Promotion
Committee thirty (30) days in advance of any meeting at which said amendments
may be presented. The Promotion Committee shall make available to the membership
the proposed changes in said bylaws fifteen (15) days prior to the meeting at
which said by-laws will be considered.

These
by-laws, if appended to any lease between Owner and any Tenant, will not be
deemed a part of the lease and any amendment will not require the agreement of
Owner and such Tenant but only the vote of members (including Owner) as provided
in the by-laws.

WATSONVILLE CROSSROADS SHOPPING CENTER LEASE
WITH
COMMUNITY BANK OF CENTRAL CALIFORNIA

ARTICLE
ONE
PARTIES, GRANT, AND TERM

SECTION
1.01. Parties.

This
Lease is between Owner and Tenant as such parties are identified in Exhibit A,
entitled Basic Lease Provisions attached hereto and incorporated
herein.

SECTION
1.02. Leased Premises.

Owner
hereby leases and demises to Tenant, and Tenant hereby leases and takes from
Owner, space within Owners building in the Shopping Center (herein called
the Shopping Center) described in Exhibits A and B, which premises
consist of a floor area having an appropriate width and depth as set forth in
Exhibits A and C, and are referred to herein as the Leased Premises,
measured from the center of the demising walls to the outside of exterior walls.

SECTION
1.03. Use of Additional Areas.

The
use and occupancy by the Tenant of the Leased Premises shall include the use
with others of the common areas, employees parking areas, service roads,
loading facilities, sidewalks and customer car parking areas, shown and depicted
on Exhibit B, and other facilities as may be designated from time to time by the
Owner, subject however to the terms and conditions of this agreement and to
reasonable rules and regulations for the use thereof as prescribed from time to
time by the Owner.

SECTION
1.04. Commencement of Term.

The
term of this Lease and Tenants obligation to pay rent shall commence on
the date set forth in Exhibit A or in the absence of such date, the term of this
Lease, and Tenants obligation to pay rent, shall commence on the date
which the Owner delivers possession to Tenant (the Commencement
Date). Tenant agrees to execute a Commencement Addendum following the
Commencement Date documenting same and the accurate measurement of the Leased
Premises occupied.

SECTION
1.05. Length of Term.

The
term of this Lease shall be for the period of years set forth in Exhibit A.

ARTICLE
TWO
RENT

SECTION 2.01.
Fixed Monthly Rent.

Tenant
shall pay to Owner as fixed monthly rent, without deduction, set-off, prior
notice, or demand, the sum set forth in Exhibit A as minimum monthly rent, which
amount is subject to possible adjustment as provided in Exhibit A, payable
monthly in advance on the first day of each month, commencing on the Rental
Commencement Date which shall be the same day as the Commencement Date. Minimum
monthly rent for any partial month shall be prorated to the first day of the
calendar month following the Commencement Date on the basis of a thirty (30) day
month. All rent shall be paid to the Owner at the address to which notices to
Owner are given unless Tenant is otherwise notified in writing.

SECTION
2.02. Additional Rent.

The
Tenant shall pay as additional rent any sums of money or charges required to be
paid to Owner by Tenant under this Lease, whether or not the same be designated
additional rent, including but not limited to such charges described
in the following Sections:

|              | 
|------------- | 
|Section 2.03  | 
|Section 2.04  | 
|Section 8.03  | 
|Section 9.01  | 
|Section 11.01 | 
|Section 11.02 | 
|Section 12.02 | 
|Section 13.01 | 
|Section 15.01 | 
|Section 15.02 | 
|Section 17.04 | 

SECTION
2.03. Real Estate Taxes.

Tenant
agrees to pay Tenants pro rata share of all real property taxes which may
be levied or assessed by any lawful authority against the land, buildings and
improvements of the Shopping Center. Owner shall have the right to collect and
impound such real estate taxes from Tenant on a monthly or quarterly basis for
Tenants account based upon Owners reasonable estimate of real estate
taxes due next, and Tenant shall pay to Owner such real estate tax impounds upon
the basis and at the time of the monthly minimum rent as stated in Section 2.01.
Owner shall be required to segregate amounts impounded, and any interest shall
accrue to the impound account. Tenants pro rata share shall be apportioned
by Owner according to the gross floor area of the Leased Premises as it relates
to the gross floor area of the building or buildings which comprise the Shopping
Center. All taxes for the years in which this Lease commences and expires shall
be apportioned and adjusted. If the monthly impounded amounts are not adequate
for the real estate taxes due in April and December the additional amount will
be paid by Tenant within fifteen (15) days of the Tenants receipt from
Owner of a tax statement

SECTION
2.04. Dishonored Payment/Late Charge.

If
any payments are made by Tenant by check which is returned by Tenants bank
for insufficient funds or any other reason, or if any installment of rent or any
additional rent or any other sum due from Tenant shall not be received by Owner
within five days after such amount shall be due, then in either event Tenant
shall pay to Owner a charge equal to the greater of (a) Twenty Dollars or (b)
the late charge percentage (set forth in Exhibit A) of such overdue amount as
liquidated damages. The parties hereby agree that such charges represent a fair
and reasonable estimate of the costs Owner will incur by reason of late payment
by Tenant. Acceptance of such late charge by Owner shall in no event constitute
a waiver of Tenants default with respect to such overdue amount, nor
prevent Owner from exercising any of the other rights and remedies granted under
this Lease.

SECTION
2.05. Timing/Form of Payment.

If
Tenant pays the rent due under this lease late two (2) or more times, Owner
may, by thirty (30) written notice to Tenant, require that all future payments
due under this lease be made quarterly in advance. If any payment by Tenant is
dishonored by Tenants bank for any reason, Owner may thereafter require
all payments due under this lease to be made by cashiers check or money
order.

ARTICLE
THREEGROSS RECEIPTS AND REQUIRED REPORTS

(Omitted)

ARTICLE
FOUR
AUDIT

(Omitted)

ARTICLE
FIVE
CONSTRUCTION, ALTERATIONS, IMPROVEMENTS

SECTION
5.01. Owner's and Tenant's Obligations.

In
the event Owner is to perform construction on the Tenants Leased Premises,
an Exhibit E will be attached hereto setting forth Owners and
Tenants obligations.

SECTION
5.02. Changes and Additions to Buildings.

Owner
hereby reserves the right at any time to make alterations or additions to and to
build additional stories on the building in which the Leased Premises are
contained and to build other buildings adjoining the same. Owner also reserves
the right to construct other buildings or improvements in the Shopping Center
from time to time and to make alterations thereof or additions thereto and to
build additional stories on any such building or buildings and to build
adjoining same, provided Owner receives the necessary governmental approvals.
Easements for light and air are not included in the leasing of the Leased
Premises to Tenant. Owner further reserves the exclusive right to the roof
except as provided in this lease agreement, and Tenant is not entitled to access
to the roof without Owners consent. Owner will exercise best efforts while
performing under this paragraph not to preclude Tenant from doing business.

SECTION
5.03. Right to Adjust.

The
purpose of the site plan attached hereto as Exhibit B is to show the approximate
location of the Leased Premises. Owner reserves the right at any time to vary
and adjust the size and location of the various buildings, other tenants,
parking areas, and other common areas as shown on Exhibit B; provided that any
required governmental agency approvals are acquired. Owner will exercise best
efforts while performing under this paragraph not to preclude Tenant from doing
business.

SECTION
5.04. Excuse of Owner's Performance.

Anything
in this agreement to the contrary notwithstanding, providing such cause is not
due to the willful act or neglect of the Owner, the Owner shall not be deemed in
default with respect to the performance of any of the terms, covenants and
conditions of this Lease if same shall be due to any strike, lockout, civil
commotion, war-like operation, invasion, rebellion, hostilities, military or
usurped power, sabotage, governmental regulations or controls, inability to
obtain any material, service or financing, rain or muddy conditions, through Act
of God or other cause beyond the control of the Owner.

SECTION
5.05. Tenant Improvements.

All
fixtures installed by Tenant shall be new or completely reconditioned. Tenant
shall not make or cause to be made any alterations, additions or improvements or
install or cause to be installed any trade fixtures, exterior signs, exterior
machinery, floor coverings, interior or exterior lighting, plumbing fixtures,
shades or awnings or make any changes to the store front without first obtaining
Owners written approval and consent. Tenant shall present to Owner plans
and specifications for such work at the time approval is sought.

a.
During the term of this lease or any extensions thereof, Tenant will notify
Owner of any installations of equipment or any other work that must be done on
the roof of the Leased Premises and will instruct Tenants contractor to
coordinate with Owners roofing contractor concerning any activity on the
roof or any penetration and resealing of the roof cover. To keep the warranty in
force, all roof cover penetration, repairs and resealing must be performed by
Owners roofing contractor at Tenants expense.

b.
During the term of this lease or any extensions thereof, Tenant agrees that any
Tenant Improvement work on the fire sprinkler system (including
drops and connections) must be done by Owners sprinkler contractor at
Tenants expense in order to keep the warranty in force.

c.
Tenant further agrees that all heating, ventilation, and air conditioning (HVAC)
systems and ducts installed on the Leased Premises will be installed and
maintained by Owners contractor.

d.
Tenant agrees that all funds required to construct any Tenant
Improvements upon the Leased Premises shall be placed by Tenant in cash
into an escrow prior to Tenants contractor entering upon the Leased
Premises to perform work under the contract. Tenant further agrees that work
under the contract shall not be commenced without fifteen (15) days prior
written notice to Owner.

e.
Owner agrees that for those Tenant Improvements for which Tenant
must use Owners contractor, Tenants liability will not exceed the
cost of a competitive contractors bid based on the same specifications
(including the same brand and quality of materials and equipment being
installed) that Tenant can obtain in the form of a binding bid from a
competitive, qualified, and bondable contractor. In such event the cost of the
work charged to Tenant will not exceed the binding bid of Tenants
contractor, obtained by and submitted by Tenant to Owner.

f.
Any Tenant Improvements paid for by Owner or paid by Tenant but for which Tenant
is reimbursed by Owner shall belong to and be the property of Owner. Any Tenant
Improvements paid for by Tenant shall belong to and be the property of Tenant.

SECTION
5.06. Mechanic's Liens.

Tenant
shall promptly pay all contractors and materialmen, so to minimize the
possibility of a lien attaching to the Leased Premises and Tenant shall not
suffer nor permit to be enforced against the Leased Premises, or any part
thereof, or any improvements thereon, any mechanics, materialmens,
contractors or subcontractors liens arising from or by any claim or
damage growing out of the work of any construction, repair, restoration,
replacement or improvement, or any other claim or demand howsoever the same may
arise. Tenant shall pay or cause to be paid all of such liens, claims or demands
before any action is brought to enforce the same against the Leased Premises.
Tenant agrees to indemnify and hold Owner and the Leased Premises free and
harmless from all liability for any and all such liens, claims and demands,
together with reasonable attorneys fees and all costs and expenses in
connection therewith. Notwithstanding anything to the contrary herein above
contained, if Tenant shall in good faith contest the validity of any such lien,
claim or demand, then Tenant shall, at its sole expense, defend itself and Owner
against the same and shall pay and satisfy any adverse judgment that may be
rendered thereon for the enforcement thereof against Owner or the Leased
Premises. In such event, if Owner shall so require, Tenant shall furnish to
Owner a surety bond satisfactory to Owner in an amount equal to such contested
lien, claim or demand indemnifying Owner against liability for the same, and
holding the Leased Premises free from the effect of such lien or claim. If Owner
shall so request, Tenant shall procure and record the bond provided for in
California Civil Code Section 3113 (or any comparable statute hereinafter
enacted providing for a bond freeing the Leased Premises from the effect of such
lien or claim or action thereon).

SECTION
5.07.  Removal by Tenant.

All
alterations, decorations, additions and other leasehold improvements made by
Tenant, or made by Owner on Tenants behalf and for which Tenant has paid
Owner in accordance with this Lease, shall remain the property of Tenant for the
term of this Lease, or any extension or renewal thereof. Prior to the expiration
of this Lease, or any renewal or extension thereof, Tenant shall remove only
those alterations, decorations, additions and other leasehold improvements as
authorized and itemized in writing by Owner. At the expiration or earlier
termination of this lease or any extensions or renewals thereof, all such
alterations, decorations, additions and other leasehold improvements shall
belong to Owner. Such improvements shall remain upon the Leased Premises or
removed by Tenant, at Owners election. If Owner requires removal and
Tenant fails to remove same, Owner may do so and Tenant shall reimburse Owner
for the cost thereof. Tenant must restore the Leased Premises as provided in
Section 11.03 hereof. These obligations shall survive any termination of this
Lease..

SECTION
5.08. Relocation of Tenant.

Commencing three (3) years after the Commencement Date, Owner reserves the right to relocate Tenant
to any other location within the Shopping Center provided (1) the new premises
are approximately the same square footage as the premises from which Tenant is
moved, (2) Owner gives Tenant written notice thirty days prior to relocation,
(3) Owner pays the costs of moving Tenants inventory, fixtures, and
equipment and the cost of reconstructing those leasehold improvements which
Tenant had at its original location, and (4) Tenants rent is abated during
the period in which Tenant is closed by reason of such relocation. Following
such relocation, all references in this lease to tine Leased
Premises will refer to the new location and a new address will be deemed
substituted in Exhibit A and in all other places appearing in this lease. All
other provisions of this lease will remain the same.

ARTICLE
SIX
CONDUCT OF BUSINESS BY TENANT

SECTION
6.01. Use of Premises.

a. Tenants Use. Tenant shall use the Leased Premises solely for the purpose
of conducting the business described in Exhibit A. Tenant shall occupy the
Leased Premises within thirty (30) days after the Commencement Date, and shall
conduct such business continuously in the Leased Premises. Tenant will not use
or permit, or suffer the use of the Leased Premises for any other business or
purpose.

b.
Prohibited Uses. Without limiting generality of the foregoing, Tenant shall not
perform any acts or carry on any practices which may injure the building or be a
nuisance or menace to other tenants or customers in the Shopping Center, or
which are prohibited by the Rules and Regulations established under Section
6.05. No auction, fire, going-out-of business or bankruptcy sales may be
conducted in the Leased Premises without the previous written consent of Owner.
Tenant shall not sell or allow any person to sell any drug-related paraphernalia
or other illegal materials.

c.
Exclusive Use. Owner agrees that during the term of this Lease, and any extensions
thereof,  Owner shall not lease any premises within the Shopping Center to another
commercial bank, retail  bank, or membership type credit union.

SECTION
6.02. Operation of Business.

a.
General. Tenant shall operate one hundred percent (100%) of the Leased Premises
during the entire term of this Lease with due diligence and efficiency so as to
maximize gross sales, unless prevented from doing so by causes beyond
Tenants control. This requirement applies even if Tenant is not paying
Owner percentage rent based on gross sales, because an active and vigorous
business is an important element of a shopping center in order to attract
customers for all Owners tenants. Subject to inability by reason of
strikes or labor disputes, Tenant shall carry at all times in said premises a
stock of merchandise of such size, character and quality as shall be reasonably
designed to maximize gross sales and thereby the maximum return to Owner and
Tenant.

b.
Hours. Tenant shall conduct business in the Leased Premises five (5) days per week,
twelve (12) months per year, and will be open for business during such times as the
majority of the Tenants in the Shopping Center are open for business, as determined by
Owner. Tenant will maintain normal business  hours for its customers of 9:00 a.m. through
5:00 p.m. Monday through Thursday and 9:00 a.m. through 6:00 p.m. on Friday. Saturday and
Sunday, Tenant has the option to be open. In no case will business hours extend beyond
11:00 p.m. on any evening, or open before 6:00 a.m. without the approval of Owner.

c.
Window Displays. Tenant may install and maintain at all times window displays of
professional quality designed to attract customers to Tenant's place of business. Tenant
shall keep the display windows in the Leased Premises well lighted during the hours from
sundown to 10:00 p.m. unless prevented by  causes beyond the control of the Tenant.

SECTION
6.03. Competition.

(Omitted)

SECTION
6.04. Storage, Office Space.

Tenant
shall warehouse, store, or stock in the Leased Premises only such goods, wares
and merchandise as Tenant intends to offer for sale at retail at, in, from or
upon the Leased Premises. This shall not preclude occasional emergency transfers
of merchandise to the other stores of Tenant, if any, not located in the
Shopping Center. Tenant shall use for office, clerical or other non-selling
purposes only such space in the Leased Premises as is reasonably required for
Tenants business in the Leased Premises.

SECTION
6.05. Rules and Regulations.

a.
Owner reserves the right from time to time for public welfare or benefit of all
the tenants of the Shopping Center to amend or supplement the following rules
and regulations and to adopt additional rules and regulations applicable to the
Leased Premises. Reasonable notice of such rules and regulations and amendments
and supplements thereto, if any, shall be given to Tenant.

b.
Tenant agrees as follows:

(1)
All loading and unloading of goods shall be done only at such times, in the
areas, and through the entrances designated for such purposes by Owner,
provided, however, armoured vehicle pick-up and delivery may be made through the
front entrance.

(2)
The delivery or shipping of merchandise, supplies and fixtures to and from the
Leased Premises shall be subject to such rules and regulations as in the
judgment of Owner are necessary for the proper operation of the Leased Premises
or the Shopping Center.

(3)
All garbage and refuse shall be kept in the kind of  container specified by Owner, and
shall be placed outside of the Leased Premises  prepared for collection in the manner and
at the times and places specified by  Owner. Tenant shall pay the cost of removal of
Tenants refuse or rubbish.

(4)
No aerial shall be erected on the roof or exterior walls of the premises, or the
grounds, without in each instance, the written consent of the Owner. Any aerial
so installed without such written consent shall be subject to removal without
notice at any time and Tenant shall pay with the next rent due the cost of
removal and roof repair.

(5)
No loudspeakers, televisions, phonographs, radios  or other devices shall be used in a
manner so as to be heard of or seen outside  of the Leased Premises without prior written
consent of Owner. Additionally,  Tenant shall conduct its business in a quiet and orderly
manner so as not to  create unreasonable or unrelated noise.

(6)
The outside areas immediately adjoining the premises shall be kept clean and
free from dirt and rubbish by Tenant to the satisfaction of Owner and Tenant
shall not place or permit any obstructions or merchandise in such areas except
with Owners specific written approval.

(7)
Tenant and Tenants employees shall park automobiles in Center areas specifically
designated by  Owner.

(8)
The plumbing facilities shall not be used for any other purpose than that for
which they are constructed, and no foreign substance of any kind shall be thrown
therein. The expense of any break age, stoppage, or damage resulting from a
violation of this provision shall be borne by Tenant, who caused same, or whose
employees, agents or invitees caused same.

(9)
Tenant shall use at Tenants  cost such pest extermination contractor as Owner may
direct and at such  intervals as Owner may require.

(10)
Tenant shall not burn any trash or garbage of any kind in or about the Leased
Premises, or the Shopping Center.

(11)
All public entrances and exits to the  Leased Premises shall be kept unobstructed and
open to the public at all times  during normal business hours.

(12)
Tenant shall not cause or permit any obnoxious or foul odors that disturb the
public or other tenants. Should such odors be evident, Tenant shall be required
to take immediate steps to remedy same upon written notice from Owner.

(13)
No pets belonging to Tenant or Tenants employees will be permitted to
wander or roam within the Common Areas or Facilities.

ARTICLE
SEVEN 
SECURITY DEPOSIT

SECTION
7.01. Amount of Deposit.

Upon
the execution of this Lease, Tenant will deposit with Owner the security deposit
set forth in Exhibit A. The security deposit shall be held by Owner, without
interest, as security for the faithful performance by Tenant of all the terms,
covenants, and conditions of this Lease by Tenant to be kept and performed
during the term hereof.

SECTION
7.02. Use and Return of Deposit.

If
Tenant defaults with respect to any provision of this Lease including but not
limited to the payment of rent, Owner may, but shall not be obligated to use,
apply or retain all or any part of this deposit for the payment of any rent or
other amount which Owner may spend or become obligated to spend by reason of
Tenants default or to compensate Owner for any other loss or damage which
Owner may suffer by reason of Tenants default. If Owner does not elect to
apply the security deposit as set forth above, the fact that Owner is holding
such deposit shall not affect Owners remedies upon any breach of this
Lease by Tenant.

If
any portion of said deposit is so used or applied, Tenant shall within five (5)
days after written demand deposit cash with Owner in an amount sufficient to
restore the security deposit to its original amount and Tenants failure to
do so shall be a breach of this Lease. If Tenant shall fully and faithfully
perform every provision of this Lease to be performed by it, the security
deposit or any balance thereof shall be returned to Tenant at Tenants
address stated in Exhibit A in the manner required by Civil Code Section 1951.7.

SECTION
7.03. Transfer of Deposit.

Owner
shall, at Owners election, (a) deliver the security deposit to the
purchaser of Owners interest in the Leased Premises, in the event that
such interest be sold, or (b) return such deposit to Tenant, and thereupon Owner
shall be discharged from any further liability with respect of such deposit,
except as may other wise be agreed upon in writing.

ARTICLE
EIGHT
COMMON AREAS AND PARKING FACILITIES

SECTION
8.01. Definition of Common Area.

Common
Area and Common Facilities refer to all areas, space,
equipment and special services provided by Owner for the common or joint use and
benefit of all tenants of the Shopping Center, their employees, agents,
licensees, customers and other invitees, including without limitation parking
areas, access roads, driveways, retaining walls, landscaped areas, truck
serviceways, loading docks, pedestrian malls, courts, stairs, ramps and
sidewalks and parcel pickup stations and any other portion of the Shopping
Center not shown as a building on the site plan attached hereto as Exhibit B.

SECTION
8.02. Control of Common Areas by Owner.

All
automobile parking areas, driveways, entrances and exits thereto, and other
facilities furnished by Owner in or near the Shopping Center, including employee
parking areas, the truck way or ways, loading docks, package pick-up stations,
pedestrian sidewalks and ramps, landscaped areas, exterior stairways, and other
areas and improvements provided by Owner for the general use, in common, of
tenants, their officers, agents, employees and customers, shall at all times be
subject to the exclusive control and management of Owner, and Owner shall have
the right from time to time to establish, modify and enforce reasonable rules
and regulations with respect to all facilities and areas mentioned in this
Article. Owner shall have the right to construct, maintain and operate lighting
facilities on all said areas and improvements; to police the same; from time to
time to change the area, level, location and arrangement of parking areas and
other facilities herein referred to; to restrict parking by tenants, their
officers, agents and employees to employee parking areas; to close all or any
portion of said areas or facilities to such extent as may, in the opinion of
Owners counsel, be legally sufficient to prevent a dedication thereof or
the accrual of any rights to any person or the public therein, to close
temporarily all or any portion of the parking areas or facilities; to discharge
noncustomer parking; and to do and perform such other acts in and to said areas
and improvements as, in the use of good business judgment Owner shall determine
to be advisable with a view to the improvement of the convenience and use
thereof by all Owners tenants, their officers, agents, employees and
customers. Owner will operate and maintain the common facilities referred to
above in such manner as Owner, in its sole discretion, shall determine from time
to time. Without limiting the scope of such discretion, Owner shall have the
full right and authority to employ all personnel and to make all rules and
regulations pertaining to and necessary for the proper operation and maintenance
of the Common Areas and Facilities. In exercising its business judgment
regarding its control over the Common Area and Common Facilities, Owner will use
its best efforts not to preclude Tenant from doing business.

SECTION
8.03. Parking Regulations.

Immediately
following execution of this Lease, and periodically during the term of this
lease or when requested by Owner, Tenant shall supply Owner with lists of names
of employees who will park automobiles in the parking areas and the license
number of automobiles to be parked therein. Vehicles belonging to Tenant and
Tenants employees will be parked in areas directed by Owner. Tenant agrees
to pay as additional rent a fee of Twenty-Five Dollars ($25,00) per car per day
for failure to comply with such parking restrictions.

SECTION
8.04. License.

(Omitted)

ARTICLE
NINE
COMMON AREAS/OPERATING COSTS

SECTION
9.01. Tenant's Share of Operating Costs.

a.
Operating Costs Defined. For the purpose of this Section 9.01 the "Shopping Center's
Operating Costs" means the total cost and expense incurred in operating and
maintaining the Shopping Center, including without limitation the following:

(1)
Common Area Maintenance (CAM) costs incurred in maintaining the Common Area and
Common Facilities for the benefit of all the Shopping Centers tenants,
including but not limited to gardening and landscaping (including irrigation);
the cost of public liability, fire, casualty and property damage insurance;
security; parking lot repairs and sealing, parking line painting; building
touch-up painting and periodic repainting of the exterior; Common Area lighting,
janitorial services and sanitary control including Common Area rubbish/garbage
removal; the on-going maintenance, repair, and periodic replacement of canvas
canopies and awnings; Tenants prorata share of general maintenance and
repair of the Buildings as provided in Sections 11.01 and 11.02 including
periodic replacement of the roofing membrane; the cost of personnel to implement
such services, to direct parking and to police the Common Facilities; and ten
percent (10%) of all such Operating Costs as a management and administration
service fee.

(2)
Shopping Centers Operating Costs shall also include real
property taxes and assessments (Section 2.03 Taxes), Tenants pro rata
share or HVAC maintenance and repair (Section 11.01 b), Tenants pro rata
share of building and fire and casualty insurance (Section 12.02), but such
items will be excluded from the management fee calculations applicable to CAM
costs.

b.
Tenants Share. In each lease year, as defined in Section 1.03 hereof,
Tenant will pay to Owner, in addition to the rentals specified in Article Two
hereof, as further additional rent, a proportion of the Shopping Centers
Operating Costs based upon the ratio of the square feet of the floor area of the
Leased Premises to the total square feet of the floor area of all the building
space in the Shopping Center, The additional rent provided to be paid in this
Section 9.01 shall be paid monthly based upon Owners estimate of
Tenants proportion of the Shopping Centers Operating Costs. Such
additional rent shall be adjusted quarterly by Owner based on actual Operating
Costs and any deficiency shall be paid by Tenant to Owner within ten (10) days
of a statement therefor from Owner to Tenant; any excess shall be credited
against Tenants next payment of such estimated Operating Costs.

# 

ARTICLE
TEN
SIGNS, AWNINGS, CANOPIES

SECTION
10.01. Signs, Awnings and Canopies.

a.
Prohibited Signs. Tenant, will not place or suffer to be placed or maintained on
any exterior door, wall or window of the Leased Premises any sign, awning or
canopy, or advertising matter or other thing of any kind, and will not place or
maintain any decoration, lettering or advertising matter on the glass of any
window or door of the Leased Premises without first obtaining Owners
written approval and the approval and consent, if applicable, of any
governmental body having jurisdiction over signs in the Shopping Center. Tenant
agrees to maintain its approved signs, decorations, lettering, advertising
matter or other thing as may be approved in good condition and repair at all
times.

b.
Required Signs. Tenant agrees, at Tenants sole cost, to obtain an exterior
sign on the buildings facia in front of the canopies and a walkway sign,
in strict conformance with Owners sign criteria as to design, material,
color, location, size and letter style. A detailed drawing of proposed sign(s)
by a sign fabricator must be submitted to Owner for written approval prior to
manufacture.

c.
Modification of Signing Program. Owner reserves the right to modify its sign
policies from time to time during the term of the Lease including the right to
require Tenant to install a new sign provided the installation is part of a
remodeling or new sign program applicable to all Owners tenants in the
Shopping Center. Tenant shall not be required to pay for such a change more than
once every five (5) years.

ARTICLE
ELEVEN
MAINTENANCE, REPAIR, AND SURRENDER OF LEASED PREMISES

SECTION
11. 01. Tenant's Responsibility.

a.
Maintenance and Repair Except for those items which are Owners
responsibility itemized in Section 11.02, Tenant shall at all times keep,
maintain and repair the Leased Premises, interior and exterior, in good order
and condition. Tenants responsibility includes but is not limited to all
entrances to the Leased Premises (including doors, door jambs, door closers,
door hardware and associated door equipment), interior partitions, electrical
lighting and plumbing systems (including portions thereof that protrude through
the roof) within the Leased Premises or serving facilities outside the Leased
Premises for Tenants use such as exterior signs and grease traps, all
glass, show window, and associated mouldings, any damage to the Leased Premises
whether caused by Tenant, Tenants employees, agents, contractors,
invitees, trespassers or vandals, or damage by unavoidable casualty except to
the extent covered by Owners policy of casualty insurance. Tenant shall
repaint the interior of the premises when determined by Owner.

b.
HVAC. Tenant agrees to pay Owner as additional rent the maintenance and repair
(including an on-going maintenance service contract) of the heating and air
conditioning units, and exhaust fans, if any, which service the Leased Premises,
including motor replacement and replacement of other components not exceeding
fifty (50) percent of the replacement value of the entire unit for any one
occurrence. Said rent shall be paid in accordance with Section 9.01 above.

c.
Glass. Owner shall replace, at the expense of Tenant, any and all plate and other glass
damage or broken from any cause whatsoever (except Owner's act or the act of Owner's
employees or contractors) in and about the Leased Premises.

d.
Tenants Share. As used in this Section 11.01, Tenants pro rata
share shall be determined by comparing the gross square feet of floor area
of the Leased Premises with the gross square feet of floor area of the buildings
within the Shopping Center at the time of such repair, maintenance or painting
the building which contains the Leased Premises.

SECTION
11.02. Owners Responsibility.

a.
Tenants Failure. If Tenant refuses or neglects to maintain or repair the
Leased Premises as required hereunder and to the reasonable satisfaction of
Owner as soon as reasonably possible after written demand, Owner may make such
maintenance or repairs without liability to Tenant for any loss or damage that
may accrue to Tenants merchandise, fixtures, or other property or to
Tenants business by reason thereof, and upon completion, thereof, Tenant
shall pay Owners costs for making such maintenance or repairs plus twenty
percent (20%) for Owners overhead, upon presentation of bill thereafter,
as additional rent.

b.
Roof. Owner shall be responsible to maintain and keep weatherproof the roofing
membrane. Owner shall not be responsible for any water damage to Tenants
property from roof leaks until such leaks are reported in writing by Tenant to
Owner and Owner fails to make repairs within a reasonable period of time. The
cost of maintenance, repair, and periodic replacement of the roofing membrane is
an Operating Cost payable as provided in Section 9.01.

c.
Structural Elements. Owner shall be responsible for the cost of repair and
maintenance of the structural components of the shell, bearing and exterior
walls, and foundation of the building within which the Leased Premises are
located and the plumbing, sewer and waste systems outside of the Leased
Premises. If Owner is required to make repairs to such structural portions by
reason of any act, omission, or negligence of Tenant, Tenants employees,
agents, contractors, invitees, licensees, or any trespasser or vandal, Owner may
add the cost of such repairs to Tenants rent which shall thereafter become
immediately due and payable.

SECTION
11.03. Surrender of Premises.

a.
Tenants Responsibility. At the expiration or earlier termination of the
tenancy hereby created, Tenant shall surrender the Leased Premises in the same
condition as the Leased Premises were in upon delivery of possession thereto
under this Lease, reasonable wear and tear excepted, and damage by unavoidable
casualty excepted to the extent that the same is covered by Owners fire
insurance policy with extended coverage endorsement, and shall surrender all
keys for the Leased Premises to Owner at the place than fixed for the payment of
rent and shall inform Owner of all combination locks, safes and vaults, if any,
in the Leased Premises. Tenant shall remove all its trade fixtures from the
premises at the expiration or earlier termination of lease term. Also, any
alterations or improvements to be removed as provided in Section 5.07 hereof
shall be removed from the Leased Premises at the expiration or earlier
termination of lease term. Before surrendering the Leased Premises, Tenant shall
repair any damage caused by removal of such trade fixtures, alterations and
improvements. Such repairs, to be performed in a manner satisfactory to Owner,
shall include, but not be limited to the following: cap all plumbing, cap all
electrical wiring, repair all holes in walls, re-store damaged floor and/or
ceiling tiles, and clean premises thoroughly. Tenants obligation to
observe or perform this covenant shall survive the expiration or other
termination of the term of this Lease. If requested by Owner, Tenant shall
execute, acknowledge and deliver to Owner an instrument in writing releasing and
quitclaiming to Owner all right, title and interest of Tenant in the Leased
Premises by reason of this Lease or otherwise.

b.
Owners Options. If Tenant fails to remove any of its fixtures, or any
alteration or improvements to be removed as provided in this Section, within ten
(10) days after the expiration or earlier termination of this Lease Owner may,
at its sole option, ( a) treat Tenant as a holdover, in which event the
provision of Section 23.01 hereof shall apply; (b) deem any or all of such items
abandoned and the sole property of Owner, or (c) remove any or all such items
and dispose of the same in any manner or store the same for Tenant, in which
case the expense of such disposition or storage shall be borne by Tenant and
shall be immediately due and payable.

ARTICLE
TWELVE
INSURANCE AND INDEMNITY

SECTION
12.01. Liability Insurance.

Tenant
shall, during the entire term hereof, keep in full force and effect a policy of
public liability and property damage insurance with respect to the Leased
Premises, the sidewalks in front of the Leased Premises, and the business
operated by Tenant and any sub-tenants of Tenant in the Leased Premises in
single limits of public liability and property damage of not less than One
Million Dollars ($1,000,000) per accident. The policy shall name Owner,
Owners property manager, PACCOM Management Services, Inc. and Tenant as
additional insureds, and shall contain a clause that the insurer will not cancel
or change the insurance without first giving Owner twenty (20) days prior
written notice. The insurance shall be in a form and with an insurance company
approved by Owner and a copy of the policy or a certificate of such insurance
shall be delivered to Owner. The limits of such insurance shall be increased
every thirty-six (36) months during the term of this lease by the same
proportion as any increases in the minimum rent (Section 2.01).

SECTION
12.02. Fire and Casualty Insurance.

Tenant
agrees that it will not keep, use, sell or offer for sale, in or upon the Leased
Premises, any article which may be prohibited by the Owners fire insurance
policy then in effect covering the Leased Premises. Owner shall maintain a
policy of extended coverage fire and casualty all risk, rental loss and other
insurance as Owner deems appropriate, for all buildings in the Shopping Center.
Tenants pro rata share of the annual premium for such policy will be
included as a Shopping Center Operating Cost provided in Section 9.01. Should
Owners policy be increased in fire and/or extended coverage due to
activities of or caused by Tenant, Tenant will be responsible for the increased
costs. Tenants pro rata share shall be defined as the ratio
between the gross square footage of the floor area of the Leased Premises and
the gross square footage of the floor area of the space within the buildings
covered by such policy of insurance. Tenants pro rata share will not
include any increase in premium caused by any other tenants activities. In
addition, Tenant at its sole expense, shall maintain a fire and casualty policy
for the contents of the Leased Premises as stated in Section 12.04.

SECTION
12.03. Hold Harmless and Waiver of Claims.

Tenant
agrees that Owner shall not at any time or to any extent whatsoever be liable,
responsible, or in any way accountable for any loss, injury, death, or damage to
persons or property which at any time may be suffered or sustained by Tenant or
by any persons whomsoever who may at any time be using or occupying or visiting
the Leased Premises or be in, on or about the same, or who may be injured as a
result of any act, omission, or negligence of Tenant, its agents, contractors,
employees, invitees, lessees or concessionaires. This indemnity and waiver
applies whether arising from the sale of alcoholic beverages or otherwise,
whether or not such loss, injury, death or damage shall be caused by or in any
manner result from or arise out of any act, omission, or negligence of Tenant or
of any occupant, subtenant, visitor or user of any portion of the Leased
Premises, or from the use or occupancy of the Lease Premises, or arising from
any breach or default of Tenant hereunder. Tenant shall forever indemnify,
defend, hold and save Owner and Owners property manager free and harmless
of, from, and against any and all claims, liability, loss or damage whatsoever,
including, but not by way of limitation, attorneys fees, at trial and
appellate levels and through any further or other types of proceedings, on
account of any loss, injury, death or damage occurring on the Leased Premises,
or arising from the use of the Leased Premises. Tenants obligations under
this Section 12.03 shall survive any termination of this Lease.

SECTION
12.04. Insurance of Improvements.

Tenant
shall at all times maintain fire insurance with extended coverage in the name of
Owner and Tenant, in an amount adequate to cover the cost of replacement of all
alterations, decorations, additions or improvements made to the Leased Premises
in the event of fire or extended coverage loss and shall deliver to Owner
certificates of such fire policies which shall contain a clause requiring the
insurer to give Owner twenty (20) days notice of cancellation of such
policies.

SECTION
12.05. Waivers of Subrogation.

Each
of the parties hereto waives any and all rights of recovery against the other or
against any other tenant or occupant of the Shopping Center, or against the
officers, employees, agents, representatives, customers and business visitors of
such other party or of such other tenant or occupant of the Shopping Center for
loss of or damage to such waiving party or its property or the property of
others under its control, arising from any cause insured against under the
standard form of fire insurance policy with all permissible extension
endorsements covering additional perils or under any other policy of insurance
carried by such waiving party in lieu thereof, to the extent such loss or damage
is insured against by such policy. Such waiver shall not be binding on either
party unless the same is permitted by each partys insurance carrier
without the payment of additional premium.

ARTICLE
THIRTEENUTILITIES

# 

Tenant
shall be solely responsible for and promptly pay all charges for water, gas,
electricity, sewer, trash and garbage removal, telephone, telecommunications,
cable TV, or any other utility used or consumed in or upon the Leased Premises.
Owner will provide separate meters for electricity and gas utilities to Lease
Premises unless otherwise stated in Exhibit A. In no event shall Owner be liable
for an interruption or failure in the supply of any such utilities to the Leased
Premises.

ARTICLE
FOURTEEN
ESTOPPEL CERTIFICATE, ATTORNMENT, SUBORDINATION

SECTION
14.01. Estoppel Certificate.

a.
Scope of Certificate. Tenant shall at any time and from time to time upon not
less than ten (10) days prior written notice from Owner execute,
acknowledge and deliver to Owner a statement in writing certifying (i) that this
Lease is unmodified and in full force and effect (or, if modified, stating the
nature of such modification and certifying that this Lease, as so modified, is
in full force and effect); and (ii) the dates to which the rental and other
charges are paid in advance, if any; and that there are not, to Tenants
knowledge, any uncured defaults on the part of Owner hereunder, or specifying
such defaults if any are claimed; and (iii) that Tenant has paid to Owner the
security deposit as set forth in Exhibit A. Any such statement may be relied
upon by Owner, any prospective purchaser or encumbrancer of all or any portion
of the Leased Premises.

b.
Conclusive Presumption. Tenants failure to deliver such statement within
thirty (30) days of Owners request shall be conclusive upon Tenant (1)
that this Lease is in full force and effect, without modification except as may
be represented by Owner; (2) that there are no uncured defaults in Owners
performance, that Tenant has paid to Owner the security deposit set forth in
Exhibit A; and (3) that not more than one months rental has been paid in
advance.

SECTION
14.02. Attornment.

Tenant
shall, in the event any proceedings are brought for the foreclosure of, or in
the event of exercise of the power of sale under any mortgage made by Owner
covering the Leased Premises, attorn to the purchaser upon any such foreclosure
or sale and recognize such purchaser as the Owner under this Lease.

SECTION
14.03. Subordination.

Tenant
hereby agrees that its rights hereunder are subordinate to the lien of any
mortgage or mortgages or the lien resulting from any other method of financing
or refinancing, now or hereafter in force against the land and buildings of
which the Leased Premises are a part, and to all advances made or hereafter to
be made upon the security thereof; provided Owner obtains from the lender a
written agreement that provides substantially the following:

As
long as Tenant performs its obligation under this lease, no foreclosure of, deed
given in lieu of foreclosure of, or sale under the encumbrance, and no steps for
procedures taken under the encumbrance, shall affect Tenants rights under
this lease.

Provisions
in this lease concerning the disposition of insurance proceeds on destruction of
the premises, and concerning the disposition of any condemnation award, shall
prevail over any conflicting provisions in the encumbrance.

This
Section shall be self-operative and no further instrument of subordination shall
be required by any mortgagee; however, Tenant agrees to sign written
confirmation of this subordination if requested by Owner.

SECTION
14.04. Attorney in Fact.

Tenant,
upon request of any party in interest, shall execute promptly such instruments
or certificates to carry out the intent of Sections 14.01,14.02, and 14.03 above
as requested by Owner. Tenant hereby irrevocably appoints Owner as
attorney-in-fact for Tenant with full power and authority to execute and deliver
in the name of Tenant any such instruments or certificates, effective thirty
(30) days after the date of written request by Owner to execute such
instruments, in the event of Tenants failure to execute same.

ARTICLE
FIFTEEN
ASSIGNMENT AND SUBLETTING

SECTION
15.01. Transfers.

a.
Consent Required. Tenant shall not transfer or assign this Lease, or any right
or interest hereunder, or sublet the Leased Premises or any part thereof, or
grant any license or concession (collectively transfer) without
first obtaining the prior written consent of Owner, which consent shall not be
unreasonably withheld. No transfer or assignment, whether voluntary or
involuntary, by operation of law, under legal process or proceedings, by
receivership, in bankruptcy, or otherwise, and no subletting shall be valid or
effective without such prior written consent. Should any of Tenants rights
under this Lease be transferred by or under court order or legal process or
otherwise, or should Tenant be adjudged insolvent or bankrupt, then and in any
of the foregoing events Owner may, at its option, terminate this Lease forthwith
by written notice thereof to Tenant. Should Owner consent to any such transfer,
such consent shall not constitute a waiver of any of the restrictions of this
Section 15.01 and the same shall apply to each successive transfer hereunder, if
any.

b.
Reasonableness of Owners Consent. In exercising the right to consent,
Owner may consider all commercially relevant factors involved in the leasing,
subleasing, or assignment of retail shopping center space, including but not
limited to: (1) the creditworthiness and financial stability of the proposed
transferee, (2) the projected gross sales and percentage rent payable by the
proposed transferee, (3) the compatibility of the proposed transferee with
Owner, Owners property manager, and the other tenants in the Shopping
Center, (4) references from prior landlords of the proposed transferee, (5) the
business reputation of the proposed transferee, (6) the past history of the
proposed transferee with respect to litigation or bankruptcy or other insolvency
proceedings, (7) whether the proposed use of the Leased Premises by the proposed
transferee is within the scope of use described ixi Exhibit A and Article Sixth,
(8) whether the proposed use of the Leased Premises is consistent with the
exclusive use provisions, if any, of any other tenants lease, (9) whether
the proposed use is suitable and in keeping with the ambiance, character, tone,
and other used in the Shopping Center, (10) the impact of the proposed
transferee and the proposed use of the Leased Premises on pedestrian and
vehicular traffic, parking facilities, and other Common Area Facilities in the
Shopping Center and services provided by Owner, and (11) the likelihood that the
proposed transferees anticipated use of the Leased Premises would likely
involve the use of hazardous materials which, in Owners reasonable opinion
would pose an unacceptable risk of contamination of the Leased Premises, the
Shopping Center, or other property of potential liability. The presence of one
negative factor among the items enumerated above shall be deemed reasonable
justification for Owners withholding consent. Without limiting the
generality of the foregoing, Owner shall expressly not be deemed unreasonable in
rejecting any proposed transferee who is not equal to or better than Tenant
under factors (1), (2), (5) or (6). Tenant express agrees that none of the
foregoing factors constitutes an unreasonable standard or condition for purposes
of California Civil Code Section 1951.4(b)(2).

c.
Proposed Transfer. At any time that Tenant desires to effect any transfer,
Tenant shall give Owner written notice identifying the terms and provisions of
the proposed transfer and the proposed transferee, sufficient financial data to
enable Owner to assess the creditworthiness and financial stability of the
proposed transferee, and the nature of the business proposed to be carried on in
the Leased Premises. In addition, Tenant shall provide Owner with such
additional information reasonable requested by Owner to enable Owner to evaluate
the proposed transferee and act on Tenants proposed transfer. Tenant shall
pay Owner with the notice of proposed transfer a fee of Three Hundred Dollars
($300.00) as additional rent to cover Owners costs of processing the
proposed transfer, which fee is nonrefundable even if the transfer is not
approved.

SECTION
15.02. Transfer Requirements.

a.
Bonus Value. Tenant agrees that any bonus value of this Lease is reserved by
Owner. Accordingly, Tenant shall pay to Owner any economic consideration
received by Tenant as a result of any transfer, however denominated or however
or to whomever to be paid, which exceeds in the aggregate (1) the rent
(including all additional rent) Tenant is obligated to pay Owner under this
Lease (prorated in the case of a sublease), plus (2) an amount, if any,
attributable to the recovery of the unrealized amortization of the cost of
leasehold improvements (other than tenant improvements made at Owners cost
under Exhibit E) made to the Leased Premises by Tenant, or by Owner at
Tenants expense. Fifty percent (50%) of such bonus value shall be paid to
Owner as additional rent under this Lease without affecting or reducing any
other obligations of Tenant hereunder, and shall be paid to Owner on the same
basis, whether periodic or in lump sum, that the same is paid to Tenant, In the
event of periodic payments, any amounts excluded from the amount to be paid to
Owner shall be recovered by Tenant on an amortized basis (without interest) over
the entire anticipated term of the transfer. At the time any payment becomes due
from Tenant under this paragraph, Tenant shall deliver an itemized statement of
the method by which the amount was calculated, certified by Tenant to be true
and correct. Owner shall have the right at reasonable intervals to inspect
Tenants books and records relating to payments due pursuant to this
paragraph. In addition, at Owners request, Tenant shall deliver to Owner
copies of all bills, invoices, or other documents upon which its calculations
are based. Owner may condition its approval of any transfer upon obtaining a
certification from both Tenant and the proposed transferee of all economic
consideration to be received by Tenant or others for Tenants benefit in
connection with such transfer. Tenants failure to perform any of the
obligations under this paragraph shall be a material default of this Lease.

b.
Transfer Terms. No transfer shall be valid and no transferee shall take
possession of the Leased Premises until an executed counterpart of any approved
transfer document has been delivered to Owner. No transfer will include any
options or rights of first refusal, e.g. any option to extend the term of the
Lease, and any such options will not be available to any transferee. Tenant
shall indemnify Owner and hold Owner harmless from any claims, damages, and
expense (including attorneys fees) arising out of any claims by brokers or
others for commissions or finders fees with respect to any transfer.

c.
Tenants Continuing Responsibility. No transfer shall release Tenant from
any of Tenants obligations under this Lease or alter the primary liability
of Tenant to pay rent and to perform all other obligations to be performed by
Tenant under this Lease. In the event of default by any transferee of Tenant in
the performance of any of the terms of this Lease, Owner may proceed directly
against Tenant without the necessity of exhausting remedies against the
transferee. The acceptance of rent by Owner from any other person shall not be
deemed to be a waiver by Owner of any provision of mis Lease or be deemed a
consent to any transfer by Tenant. Consent to one transfer shall not be deemed
consent to any subsequent transfer, whether by Tenant or any transferee of
Tenant.

SECTION
15.03. Transfer of Entities.

If
Tenant hereunder is a corporation, an unincorporated association, or a
partnership, the transfer of any stock or interest in such corporation,
association or partnership in the cumulative aggregate in excess of forty-nine
percent (49%) (whether voluntary, involuntary, or by operation of law) shall be
deemed a transfer with the meaning and provisions of Section 15.01.

ARTICLE
SIXTEEN
WASTE, GOVERNMENTAL REGULATION

SECTION
16.01. Waste.

Tenant
shall not commit or suffer to be committed any waste upon the Leased Premises or
any nuisance or other act or thing which may disturb the quiet enjoyment of any
other tenant in the building in which the Leased Premises may be located, or in
the Shopping Center, or which may disturb the quiet enjoyment of any person
within five hundred feet (500) of the boundaries of the Shopping Center.

SECTION
16.02. Governmental Regulations.

Tenant
shall, at Tenants sole cost and expense, comply with all of the
requirements of all city, county,municipal, state, federal and other
applicable governmental authorities now in force, or which may hereafter be in
force, pertaining to the said premises, including the installation of additional
facilities as required for the conduct and continuance of Tenants
business, and shall faithfully observe in the use of the premises all municipal
and county ordinances and state and federal statutes now in force or which may
hereinafter be in force.

SECTION
16.03. Hazardous Materials.

Tenant
shall not permit or maintain hazardous materials upon the Leased Premises except
in strict compliance with all governmental registration and reporting
requirements and other laws, ordinances and regulations regarding the storage
and handling of same. Any damage, pollution, or contamination resulting from
such materials shall be Tenants sole responsibility and Tenant shall
indemnify Owner from any claim or damage regarding same.

SECTION
16.04. Safety and Health.

Tenant
covenants at all times during the term of this Lease to comply with the
requirements of the Occupational Safety and Health Act of 1970, 29 U.S.C.
Section 651 et. seq. and any analogous legislation in California (collectively,
the Act), to the extent that the Act applied to the Leased Premises
and any activities thereon and without limiting the generality of the foregoing,
Tenant covenants to maintain all working areas, all machinery, structures
electrical facilities and the like upon the Leased Premises in any condition
that fully complies with the requirements of the Act, including such
requirements as would be applicable with respect to agents, employees or
contractors of Owner who may from time to time be present upon the Leased
Premises, and Tenant agrees to indemnify and hold harmless Owner from any
liability, claims or damages arising as a result of breach of the foregoing
covenant and from all costs, expenses and charges arising therefrom including,
without limitations, attorneys fees and court costs incurred by Owner in
connection therewith which indemnity shall survive the expiration or termination
of this Lease.

ARTICLE
SEVENTEEN
ADVERTISING, PROMOTION

SECTION
17.01. Change of Name.

Tenant
agrees to do business under the name set forth in Exhibit A and not to change
said name of the business operated in the Leased Premises without the written
permission of Owner, which permission will not be unreasonably withheld.

SECTION
17.02. Solicitation of Business.

Tenant
and Tenants employees and agents shall not solicit business in the parking
or other common areas, nor shall Tenant distribute any handbills or other
advertising matter in or on automobiles parked in the parking area or in other
common areas.

SECTION
17.03. Merchant's Association.

Subject
to the use of the Marketing Fund alternate described in Section 17.04 below,
Owner and Tenant will each be members of, participate fully in, and remain in
good standing in the Watsonville Crossroads Shopping Center Merchants
Association (as soon as the same has been formed) which will be limited to Owner
and those tenants occupying premises in the Shopping Center. Each member shall
have one vote in the operation of said Association, as provided in the by-laws
of the Association. The purpose of such Association shall be to encourage its
members to deal fairly and courteously with their customers, to follow ethical
business practices and to assist the business of the tenants by sales promotions
and center-wide advertising. The Tenant agrees to pay dues to the Association as
approved by a majority vote of the members of the Association. Such dues will be
a minimum of $.50 per square foot leased per calendar year for Tenant, and $.25
per square foot of total leasable space in the Center for Owner, subject to
increases approved by the Association, which will be no less than an annual
increase equal to any increase in the All Urban Consumers of the Consumer Price
Index for the San Francisco  San Jose region (1982-84=100), not to exceed
ten percent (10%) per year. Owners obligation to the Association will be
limited to one half (1/2) of the rate per square foot paid by all Tenants of the
Shopping Center. Delinquency in any dues or assessments or failure to become and
remain a member of the Association shall be deemed a material default under this
lease. Nothing in the By-Laws or regulations of the said Association shall be in
conflict with the provisions of this Lease, including without limiting the
generality of the foregoing any reasonable rules and regulations adopted
pursuant to the provisions of Section 6.05 hereof.

SECTION
17.04. Marketing Fund Alternate.

Owner
may, in Owners sole discretion, elect to establish a Marketing Fund in
lieu of the Merchants Association described in Section 17.03, In such
event, Tenant shall pay to Owner as additional rent the same amount as would
have been contributed to the Merchants Association, as adjusted from time
to time as provided in Section 17.03. Owner will contribute the sum specified in
Section 17.03 to the fund and use the Marketing Fund to promote and advertise
the Shopping Center in the manner Owner deems appropriate and for the best
interest of the Shopping Center as a whole. Owner may elect to make all or part
of its contribution in the form of the full time or part time services of a
marketing director, promotion director, or marketing consultant, any of whom may
also be employees, agents, or consultants of Owner, and all of whom will serve
under the supervision and control of Owner who shall have the sole right to
employ and discharge same.

SECTION
17.05. Use of Shopping Center Name.

Tenant
shall use the name of the Shopping Center in which the Leased Premises are
located in all of Tenants advertising in connection with Tenants
business at the premises and for no other purpose except with Owners
consent. Tenant shall not have or acquire any property right or interest in the
name of the Shopping Center. Owner reserves the right to change the name, title,
or address of the Shopping Center or the address of the premises at any time and
Tenant waives all claims for damages caused by any such change.

SECTION
17.06. Cooperation.

Tenant
agrees to join and cooperate with Owner and other tenants in all joint
promotions and advertising of the Shopping Center whenever funds of the
Merchants Association or Marketing Fund (as applicable) are being used,
including working with advertising layout specialists, coupon promotions,
seminars, special promotional events, and other promotional or advertising
activities.

ARTICLE
EIGHTEEN
DESTRUCTION OF LEASED PREMISES

SECTION
18.01. Insured Destruction.

a.
If, during the term, the Leased Premises or the building and other improvements
in which the Leased Premises are located are totally or partially destroyed from
a risk covered by the insurance described in Section 12.02, rendering the Leased
Premises totally or partially inaccessible or unusable, Owner shall restore the
Leased Premises or the building and other improvements in which the Leased
Premises are located to substantially the same condition as they were
immediately before destruction, in the manner provided in Section 18.03 below.
Such destruction shall not terminate this lease. If the existing laws do not
permit the restoration, either party can terminate this lease immediately by
giving notice to the other party.

b.
If the cost of the restoration exceeds the amount of proceeds received from the
insurance required under Section 12.02, Owner can elect to terminate this lease
by giving notice to Tenant within thirty (30) days after determining that the
restoration cost will exceed the insurance proceeds. In the case of destruction
to the Leased Premises only, if Owner elects to terminate this lease, Tenant
within thirty (30) days after receiving Owners notice to terminate can
elect to pay to Owner, at the time Tenant notifies Owner of its election, the
difference between the amount insurance proceeds and the cost of restoration, in
which case Owner shall restore the Leased Premises. Owner shall give Tenant
satisfactory evidence that all sums contributed by Tenant as provided in this
Section have been expended by Owner in paying for the cost of restoration.

c.
If Owner elects to terminate this lease and Tenant does not elect to contribute
toward the cost of restoration as provided in this Section this lease shall
terminate.

SECTION
18.02. Uninsured Destruction.

a.
If, during the term, the Leased Premises or the building and other improvements
in which the Leased Premises are located are totally or partially destroyed from
a risk not covered by the insurance described in Section 12.02, rendering the
Leased Premises totally or partially inaccessible or unusable, Owner shall
restore the Leased Premises and other improvements in which the Leased Premises
are located to substantially the same condition as they were in immediately
before the destruction, provided that the cost of restoration does not exceed
25% of the replacement value of the building in which the Leased Premises are
located.

b.
If the cost of restoration exceeds the 25% of the then replacement value of the
building in which the Leased Premises are located, Owner can elect to terminate
this lease by giving notice to Tenant within thirty (30) days after determining
the restoration cost and replacement value.

c.
In the case of destruction to the Leased Premises only, if Owner elects to
terminate this lease, Tenant can within thirty (30) days after receiving
Owners notice to terminate, elect to pay to Owner, at the time Tenant so
notifies Owner of its election, the difference between 10% of the then
replacement value of the Leased Premises and the actual cost of restoration, in
which case Owner shall restore the Leased Premises. Owner shall give
satisfactory evidence that all sums contributed by Tenant as provided in this
Section have been expended by Owner in paying the actual cost of restoration.

d.
If Owner elects to terminate this lease and Tenant does not elect to perform the
restoration or contribute toward the cost of restorations provided in this
Section, this lease shall terminate.

SECTION
18.03. Extent of Owner's Obligation to Restore.

a.
If Owner is required or elects to restore the Leased Premises as provided in
Sections 18.01 and 18.02, Owner shall diligently pursue such restoration to
completion.

b.
If Owner is required or elects to restore the Leased Premises as provided in
Sections 18.01 or 18.02, Owner shall not be required to restore alterations made
by Tenant, Tenant Improvements, Tenants trade fixtures, and Tenants
personal property. Such excluded items are the sole responsibility of Tenant to
restore.

# 

SECTION
18.04. Abatement or Reduction of Rent

In
the case of destruction, there shall be an abatement or reduction of rent,
except any percentage rent, between the date of destruction and the date of
completion of restoration, based upon the extent to which the destruction
interferes with Tenants use of the Leased Premises.

SECTION
18.05. Termination Due to Destruction.

If
Owner has been unable to restore the Leased Premises by twelve (12) months after
the destruction, Tenant shall be entitled to terminate this lease without
further obligation, effective thirty (30) days following written notice to
Owner. Tenant waives the provisions of Civil Code Section 1932 (2) and 1933 (4)
with respect to termination by reason of destruction of the premises. If the
existing laws at the time of destruction do not permit restoration by Owner,
either party can terminate this lease immediately by giving notice to the other
party.

ARTICLE
NINETEEN
EMINENT DOMAIN

SECTION
19.01. Total Condemnation.

If
the whole of the Leased Premises shall be acquired or condemned by eminent
domain for any public or quasi-public use or purpose, then the term of this
Lease shall cease and terminate as of the date of title vesting in such
proceeding and all rentals shall be paid up to that date and Tenant shall have
no claim against Owner for the value of any unexpired term of this Lease.

SECTION
19.02. Partial Condemnation.

If
any part of the Leased Premises shall be acquired or condemned by eminent domain
for any public or quasi-public use or purpose, and in the event that such
partial taking or condemnation shall render the Leased Premises unsuitable for
the business of Tenant, then the term of this Lease shall cease and terminate as
of the date of title vesting in such proceeding and Tenant shall have no claim
against Owner for the value of any unexpired term of this Lease. In the event of
a partial taking or condemnation which is not extensive enough to render the
premises unsuitable for the business of Tenant, then Owner shall within
reasonable time restore the Leased Premises to a condition comparable to its
condition at the time of such condemnation less the portion lost in the taking,
and this Lease shall continue in full force and effect. Each party waives the
provision of the Code of Civil Procedures Section 1265.130 allowing either party
to petition the Superior Court to terminate this lease in the event of a partial
taking of the Leased Premises.

SECTION
19.03. Parking Area.

If
more than 10% of the common parking areas in the Shopping Center shall be
acquired or condemned by eminent domain for any public or quasi-public use or
purpose, then the term of this Lease shall cease and terminate as of the date
of title vesting in such proceeding unless Owner shall take reasonable steps to
provide other parking facilities substantially equal to the original parking,
and such parking facilities shall be provided by Owner at its own expense.

SECTION
19.04. Owners Damages.

In
the event of any condemnation or taking as hereinbefore provided, whether whole
or partial, Tenant shall not be entitled to any part of the award, as damages or
otherwise, for such condemnation, except as provided in Section 19.05 below, and
Owner is to receive the full amount of such award, Tenant hereby expressly
waiving any right or claim to any part thereof.

SECTION
19.05. Tenant's Damages.

Although
all damages in the event of any condemnation are to belong to Owner, whether
such damages are awarded as compensation for diminution in the value of the
leasehold or to the fee of the Leased Premises, Tenant shall have the right to
claim and recover from the condemning authority, but not from Owner, such
compensation as maybe separately awarded or recoverable by Tenant in
Tenants own right on account of any and all damage to Tenants
business by reason of the condemnation and also all damage on account of any
cost or loss to Tenant for moving expenses and Tenants merchandise,
furniture, fixtures, Tenant Improvements and equipment.

SECTION
19.06. Reduction or Abatement of Rent.

If
any portion of the Leased Premises is taken by condemnation and this lease
remains in full force and effect, on the date of taking the minimum monthly rent
shall be reduced by an amount that is in the same ratio to minimum monthly rent
as the total number of square feet in the Leased Premises taken bears to the
total number of square feet in the Leased Premises immediately before the date
of taking. If there is a partial taking which requires restoration, the minimum
monthly rent shall be reduced during the period that Tenants use is
impaired until a completion of restoration, but all other obligations of Tenant
under this lease shall remain in full force and effect. The reduction shall be
based on the extent to which the restoration interferes with Tenants use
of the premises.

ARTICLE
TWENTY
REMEDIES, DEFAULT, AND BANKRUPTCY - INSOLVENCY

SECTION
20.01. Default.

Tenant
shall be in default in the event that (a) Tenant fails to pay Owner any rental
installment on or before the 3rd day following Owners written notice to
Tenant of Tenants failure to make such payment, (b) Tenant fails to pay
Owner any other sum in the amount, manner, and at the time required, under this
lease, provided that Tenant fails to make such payment within fifteen (15) days
after Owners written notice to Tenant of Tenants failure to make
such payment, (c) Tenant fails to implement directions from qualified consultants
engaged by Owner intended to improve Tenants merchandising or (d) Tenant
breaches this lease and fails to cure such breach as provided in this Article.

SECTION
20.02. Multiple Monetary Defaults.

The
three (3) day written notice of default for a monetary default under Section
20.01 shall only be required to be given by Owner to Tenant three (3) times
during the term of the Lease (including any extended term). After Owner has
given Tenant notice of default for a monetary default three (3) times, an
additional monetary default shall be non-curable and the Lease shall terminate
on the 15th day after notice of such non-curable default being given by Owner to
Tenant.

The
three (3) time limit on the written notice of monetary default shall not apply
to the 15 day notice of default required before termination of the Lease under
Section 20.03.

SECTION
20.03. Notice of Non-Monetary Default.

Tenant
shall not be in default under this Lease or in breach of this Lease for failure
to perform any of the terms, conditions or covenants of this Lease to be
observed or performed by Tenant (other than payment of rentals or other sums
due) if Tenant commences performance or other cure of default within fifteen
(15) days after receiving a written notice of default from Owner, and diligently
and in good faith pursues completion of such performance or cure.

SECTION
20.04. Termination.

Unless
Owner elects to continue this Lease under Section 20.07, it shall terminate: (a)
three days following written notice of default in the payment of rent and
failure of Tenant to cure such default as set forth above; (b) fifteen days
after notice of a non-monetary default and Tenants failure to commence
performance or cure of the default; (c) fifteen days after the third notice of a
monetary default, whether or not cured, (d) upon the effective date of any
assignment by Tenant for the benefit of creditors; (e) upon the effective date
of the appointment of any receiver for Tenants property; or (f) upon the
date any interest herein passes to any trustee appointed under the Bankruptcy
Act (except a debtor in possession) or any trustee, assignee, or receiver for
creditors.

SECTION
20.05. Damages.

On
such termination, in addition to other remedies provided by law, Owner may
recover from Tenant all damages specified in California Civil Code Section
1951.2, including the worth at the time of award of the amount by which the
unpaid rent for the balance of the term after the time of award exceeds the
amount of rental loss for the same period that Tenant proves could be reasonably
avoided.

SECTION
20.06. Reletting.

Owner
may mitigate damages caused by Tenants breach by reletting the property
prior to the time of award or judgment. Any such reletting, unless proved by
Tenant to be not in good faith, shall be conclusive upon all parties as to the
rental loss for the balance of the term. Any efforts by Owner to mitigate
damages by reletting shall not waive Owners right to recover any damages.
Nor shall anything in this paragraph affect Owners right to
indemnification for liability arising prior to the termination of this Lease for
personal injuries or property damages as provided above.

SECTION
20.07. Continuation of Lease After Default.

Even
though Tenant is in default, this Lease shall continue in effect for so long as
Owner does not terminate Tenants right to possession, and Owner may
enforce all Owners rights and remedies under this Lease, including the
right to recover rent as it becomes due hereunder. Unless Tenant is otherwise
notified, the following shall not constitute a termination of Tenants
right to possession: (a) acts of maintenance or preservation or efforts to relet
the property, (b) the appointment of a receiver on Owners initiative to
protect Owners interest under this Lease.

SECTION
20.08. Re-Entry.

If
Owner shall elect to re-enter the Leased Premises, Owner shall not be liable for
damages by reason of such re-entry.

SECTION
20.09. Remedies.

All
rights, options and remedies of Owner contained in this Lease shall be construed
and held to be cumulative, and no one of them shall be exclusive of the other,
and Owner shall have the right to pursue any one or all of such remedies or any
other remedy or relief which may be provided by law, whether or not stated in
this Lease. No waiver of any default of Tenant hereunder shall be implied from
any acceptance by Owner of any rent or other payments due hereunder or any
omission by Owner to take any action on account of such default if such default
persists or is repeated, and no express waiver shall affect default other than
as specified in said waiver. The consent or approval by Owner to or of any
action by Tenant requiring Owners consent or approval shall not be deemed
to waive or render unnecessary Owners consent or approval to or of any
subsequent similar acts by Tenant.

SECTION
20.10. Legal Expenses.

In
the event that any action shall be instituted by either of the parties hereto
for the enforcement of any of its rights or remedies in or under this Lease, the
prevailing party shall be entitled to recover from the other party all costs
incurred by the prevailing party in such action, including reasonable
attorneys fees to be fixed by the court therein.

SECTION 20.1l.
Interest.

In
the event of any monetary default by Tenant, Owner shall be entitled to interest
at the rate of TEN PERCENT (10%) per year on the amount in default commencing
with the date same was due and payable (notwithstanding any grace period).

ARTICLE
TWENTY-ONE
ACCESS BY OWNER

SECTION
21.01. Right of Entry.

After
reasonable prior notice to Tenant and Tenants approval (which will not be
unreasonably withheld), Owner or Owners agents shall have the right to
enter the Leased Premises at all times to examine the same, and to show them to
prospective purchasers or lessees of the building, and to make such repairs,
alterations, improvements or additions as Owner may deem necessary or desirable.
Owner shall be allowed to take material for repairs into and upon the Leased
Premises that may be required therefor without the same constituting an eviction
of Tenant in whole or in part and the rent reserved shall in no way abate while
said repairs, alterations, improvements, or additions are being made, by reason
of loss or interruption of business of Tenant, or otherwise. During the six (6)
months prior to the expiration of the term of this Lease or any renewal term,
Owner may exhibit the premises to prospective tenants or purchasers. If Tenant
shall not be personally present to open and permit an entry into the Leased
Premises, at any time, when for any reason an entry therein shall be necessary
or permissible, Owner or Owners agents may enter the same without
rendering Owner or such agents liable therefore, and without in any manner
affecting the obligations and covenants of this Lease. Nothing herein contained,
however, shall be deemed or construed to impose upon Owner any obligation,
responsibility or liability whatsoever, for the care, maintenance or repair of
the building of any part hereof, except as otherwise herein specifically
provided.

SECTION
21.02. Excavation.

If
an excavation shall be made upon land adjacent to or under the Leased Premises,
or shall be authorized to be made, Tenant shall afford to the person causing or
authorized to cause such excavation, license to enter upon the Leased Premises
for the purpose of doing such work as Owner shall deem necessary to preserve the
wall or the building of which the Leased Premises form a part from injury or
damage to support the same by proper foundations, without any claim for damages
or indemnification against Owner or diminution or abatement of rent.

ARTICLE
TWENTY-TWO
TENANT'S PROPERTY

SECTION
22.01. Taxes on Leasehold.

Tenant
shall be responsible for and shall pay before delinquency all municipal, county
or state taxes assessed during the term of this Lease against any leasehold
interest or personal property of any kind owned by or placed in, upon or about
the Leased Premises by Tenant.

SECTION
22.02. Loss and Damage.

Owner
shall not be liable for any damage to property of Tenant or of others located on
the Leased Premises, nor for the loss of or damage to any property of Tenant or
of others by theft or otherwise. Owner shall not be liable for any injury or
damage to persons or property resulting from fire, explosion, falling plaster,
steam, gas, electricity, water, rain or leaks from any part of the Leased
Premises or from the pipes, appliances or plumbing works or from the roof,
street or subsurface or from any other place or by dampness or by any other
cause of whatsoever nature. Owner shall not be liable for any such damage caused
by other tenants or persons in the Leased Premises, occupants of adjacent
property, of the Shopping Center, or the public or caused by operations in
construction of any private, public or quasi-public work. Owner shall not be
liable for any latent defect in the Leased Premises or in the building of which
they form a part. All property of Tenant kept or stored on the Leased Premises
shall be so kept or stored at the risk of Tenant only and Tenant shall hold
Owner harmless from any claims arising out of damage to the same, including
subrogation claims by Tenants insurance carriers unless such damage shall
be caused by the willful act or gross neglect of Owner, and through no fault of
Tenant.

SECTION
22.03. Notice by Tenant.

Tenant
shall give immediate notice to owner in case of fire or accidents in the Leased
Premises or in the building of which the premises are a part or of defects
therein or in any fixtures or equipment.

ARTICLE
TWENTY-THREEHOLDING OVER, SUCCESSORS

SECTION
23.01. Holding Over.

This
Lease shall terminate and become null and void without further notice upon the
expiration of the term herein specified and any holding over by Tenant after
such expiration shall not constitute a renewal hereof or give Tenant any right
under this Lease. If Tenant shall hold over for any period after the expiration
of said term, Owner may, at its option, exercised by written notice to Tenant,
treat Tenant as a Tenant from month to month commencing on the first day
following the expiration of this Lease subject to the terms and conditions
herein contained except that the minimum rent, which shall be payable in advance
monthly, shall be one hundred fifty percent (150%) of said minimum annual rent
applicable at the date of expiration. If Tenant fails to surrender the Leased
Premises upon the expiration of this Lease despite demand to do so by Owner,
Tenant shall indemnify and hold Owner harmless from all loss or liability,
including without limitation, any claims made by any succeeding tenant founded
on or resulting from such failure to surrender.

SECTION
23.02. Successors.

All
rights and liabilities herein given to, or imposed upon, the respective parties
hereto shall extend to and bind the several respective heirs, executors,
administrators/ successors, and assigns of said parties; and if there shall be
more than one tenant, they shall all be bound jointly and severally by the
terms, covenants and agreements herein. No rights, however, shall inure to the
benefit of any assignee of Tenant unless the assignment to such assignee has
been approved by Owner in writing as provided in Section 15.01 hereof.

ARTICLE
TWENTY-FOUR
QUIET ENJOYMENT

SECTION
24.01. Owner's Covenant.

Upon
payment by Tenant of the rents herein provided, upon the observance and
performance of all the covenants, terms and conditions on Tenants part to
be observed and performed, Tenant shall peaceably and quietly hold and enjoy the
Leased Premises for the term hereby leased without hindrance or interruption by
Owner or any other person or persons lawfully equitably claiming, by, through or
under the Owner, subject, nevertheless, to the terms and conditions of this
Lease.

ARTICLE
TWENTY-FIVE
MISCELLANEOUS

# 

SECTION
25.01. Waiver.

The
waiver of Owner of any breach of any term, covenant or condition herein
contained shall not be deemed to be a waiver of such term, covenant or condition
or any subsequent breach of the same or any other term, covenant or condition
herein contained. The subsequent acceptance of rent hereunder by Owner shall not
be deemed to be a waiver of any preceding breach by Tenant of any term, covenant
or condition of this Lease, other than the failure of Tenant to pay the
particular rental so accepted, regardless of Owners knowledge of such
preceding breach at the time of acceptance of such rent. No covenant, term or
condition of this Lease shall be deemed to have been waived by Owner, unless
such waiver be in writing by Owner.

SECTION
25.02. Accord and Satisfaction.

No
payment by Tenant or receipt by Owner of a lesser amount than the monthly rent
herein stipulated shall be deemed to be other than on account of the earliest
stipulated rent, nor shall any endorsement or statement on any check or any
letter accompanying any check or payment as rent be deemed on accord and
satisfaction, and Owner may accept such check or payment without prejudice to
Owners right to recover the balance of such rent or pursue an other remedy
in this Lease provided.

SECTION
25.03. Entire Agreement.

The
Lease, Exhibits, and Addenda, if any, attached hereto and forming a part hereof,
set forth all the covenants, promises, agreements, conditions and understandings
between Owner and Tenant concerning the Leased Premises and there are no
covenants, promises, agreements, conditions or understandings, either oral or
written, between them other than are herein set forth. Except as herein
otherwise provided, no subsequent alteration, amendment, change or addition to
this Lease shall be binding upon Owner or Tenant unless reduced to writing and
signed by the party to be charged with their performance.

SECTION
25.04. No Partnerships.

Owner
does not in any way or for any purpose, become a partner of Tenant in the
conduct of its business, or otherwise, or joint venturer or a member of a joint
enterprise with Tenant. The provisions of this Lease relating to the percentage
rent payable hereunder are included solely for the purpose of providing a method
whereby the rent is to be measured and ascertained.

SECTION
25.05. Force Majeure.

If
either party, except as otherwise herein specifically provided, shall be
delayed or hindered in or prevented from the performance of any act required
hereunder by reason of strikes, lockouts, labor troubles, inability to procure
materials, failure of power, restrictive governmental laws or regulation, riots,
insurrection, war or other reason of a like nature not the fault of the party
delayed in performing work or doing acts required under the terms of this Lease,
then performance of such act shall be excused for the period of delay the period
for the performance of any such act shall be extended for a period equivalent to
the period of such delay. The provisions of this Section 25.05 shall not operate
to excuse Tenant from the prompt payment of rent, percentage rent, additional
rent or any other payments required by the terms of this Lease.

SECTION
25.06. Notices.

(a)
Any notice by Tenant to Owner must be served by certified or registered mail,
postage prepaid, return receipt requested, addressed to Owner at the address set
forth in Exhibit A, or at such other address as owner may designate by written
notice.

(b)
Any notice by Owner to Tenant must be served by certified or registered mail,
postage prepaid, return receipt requested, addressed to Tenant at the address
set forth in Exhibit A, or at such other address as Tenant may designate by
written notice.

SECTION
25.07. Captions and Section Numbers.

The
captions, section numbers, article numbers, and index appearing in this Lease
are inserted only as matter of convenience and in no way define, limit,
construe, or describe the scope or intent of such sections or articles of this
Lease nor in any way affect this Lease.

SECTION
25.08. Tenant Defined. Use of Pronoun.

The
word Tenant shall be deemed and taken to mean each and every person
or party mentioned as a Tenant herein, be the same one or more; and if there
shall be more than one Tenant, any notice required or permitted by the terms of
this Lease may be given by or to any one thereof, and shall have the same force
and effect if as given by or to all thereof. The use of the neuter singular
pronoun to refer to Owner or Tenant shall be deemed a proper reference even
though Owner or Tenant may be an individual, a partnership, a corporation, or a
group of two or more individuals or corporations. The necessary grammatical
changes required to make the provisions of the Lease apply in the plural sense
where there is more than one Owner or Tenant and to either corporations,
associations, partnerships, or individuals, males or females, shall in all
instance be assumed as though in each case fully expressed.

SECTION
25.09.  Partial Invalidity.

If
any term, covenant or condition of this Lease or the application thereof to any
person or circumstances shall, to any extent, be invalid or unenforceable, the
remainder of this Lease, or the application of such term, covenant or condition
to persons or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby and each term, covenant or
condition of this Lease shall be valid and be enforced to the fullest extent
permitted by law.

SECTION
25.10. No Option.

The
submission of this Lease by Owner to Tenant does not constitute a reservation of
or option for the Leased Premises, and this Lease becomes effective as a Lease
only upon execution hereof by Owner and Tenant, and delivery of the executed
Lease by Owner to Tenant.

SECTION
25.11. Recording.

Tenant
shall not record this Lease or any memorandum without the written consent of
Owner. If any reference to this Lease inadvertently appears on the recording
index in any way,

Tenant
shall execute a quitclaim upon request by Owner and Tenants failure to do
so shall render Tenant liable for all damages and expenses caused to Owner.

SECTION
25.12. Exhibits.

The
following Exhibits are attached hereto and made a part hereof, plus any
additional Exhibits described in Exhibit A.

|          | 
|--------- | 
|Exhibit A | 
|Exhibit B | 
|Exhibit C | 
|Exhibit D | 
|Exhibit E | 
|Exhibit F | 

# 

SECTION
25.13. Addenda.

# 

Addenda
to this Lease, if any, are attached hereto and made a part hereof, if signed or
initialed by Owner and Tenant.

EXECUTED
at Watsonville, California on the date and year first set forth in the Basic
Lease Provisions (Exhibit A).

|                            | 
|--------------------------- | 
|OWNER:                      | 
|SIEGLE FAMILY TRUST         | 
|dated October 14, 1988      | 
|By:/s/ RODERICK D. SIEGLE   | 
|Roderick D. Siegle, Trustee | 
|                            | 

# ADDENDUM ONE

# FORM OF COMMENCEMENT ADDENDUM

RODERICK
D. SEIGLE, Trustee of the SEIGLE FAMILY TRUST dated October 14,1988, Owner, and COMMUNITY BANK OF CENTRAL CALIFORNIA, a California
corporation, Tenant, agree as follows:

1.
Lease. This Addendum One is incorporated into the lease between the parties concerning
1915 Main Street, in Watsonville, California, hereinafter referred to as the
"Lease." This Commencement Addendum shall be signed upon Tenant's occupancy and
when signed, shall be deemed a part of the Lease.

2.
Area Leased. The area of Landlord's Building leased to Tenant and referred to in Exhibit
A of the existing lease is 971  [adjust if necessary]  +/- square feet which shall be
deemed the area leased for all purposes, regardless of any subsequently discovered
discrepancy.

3.
Commencement/Expiration Date. The Lease provides that the parties will by this
Commencement Addendum state the Commencement Date, which the parties hereby agree to be________,
2000 for all purposes in the Lease. The Lease will terminate on, 2003, subject  to
Tenant's Option to Extend which must be exercised (if at all) during the month beginning _______,
2002 and ending______________,2003.

# 

4.
Rent. The parties acknowledge that rent for the first month has been prepaid. The next
rental payment is due on _________, 2000, and will consist of the following [adjust as necessary]:

|                     | 
|-------------------- | 
|____________Rent     | 
|____________CAMs@35¢ | 
|Total due            | 

5.
Confirmation. In all other respects, the Lease is confirmed.

Executed
at Watsonville, California on  ___________, 2000.

|                            | 
|--------------------------- | 
|OWNER:                      | 
|SEIGLE FAMILY TRUST         | 
|dated October 14,1988       | 
|By: DO NOT SIGN             | 
|Roderick D. Seigle, Trustee | 

DO
NOT SIGN UNTIL AFTER OCCUPANCY AND REQUESTED BY OWNER

# 

# ADDENDUM TWO
OPTION TO EXTEND

This
Addendum Two is to that Lease between RODERICK D. SEIGLE, Trustee of the SEIGLE
FAMILY TRUST dated October 14,1988 (Owner) and the undersigned Tenant concerning
the Leased Premises described in the Lease to which this Addendum is
incorporated by reference.

1. Option
to Extend. Provided Tenant is not in default hereunder, Tenant shall have the
option to extend the term of this Lease for the additional period(s) set forth
in Exhibit A (Basic Lease Provisions). Any such extension shall be on all the
same terms and conditions of this Lease except for this option and except for
the rent which shall be renegotiated as provided in paragraph 3 of this Addendum
below.

2.
Exercise of Option. Each option to extend must be exercised (if at  all) by delivery of a
written notice to Owner at least nine (9) months but no  more than twelve (12) months
preceding the end of the term of this Lease as set  forth in Section 1.04 of the Lease,
or as such term may have been extended  pursuant to the terms of the Lease, as
appropriate. Tenants exercise of  Option is subject to Tenants right to
withdraw the exercise in the event  that the Owner and Tenant cannot agree upon a rental
and the rental is set by  arbitration as provided in paragraph three (3) below. This
right to withdraw the  exercise of Option will expire thirty (30) days after service of
the decision of  the rental arbitrators following the procedures set forth in paragraph
three (3)  below. Tenant will have no such right if Owner and Tenant agree upon a rental.

3.
Rental Arbitration. The rental for any extended term shall be the then current market
rent for the Shopping Center as agreed between Owner and Tenant. If they cannot agree
upon a rental, then Owner and Tenant shall each appoint an arbitrator/appraiser who shall
be a licensed real estate broker or other  person qualified by reason of professional or
business experience to know the  prevailing rentals for shopping centers in the Pajaro
Valley and Aptos area.  Either party may so appoint an arbitrator at any time after
disagreement by  notifying the other of the name and address of the arbitrator so
appointed. Upon  receipt of such notice, the other party shall appoint a separate
arbitrator  within fifteen (15) days after service of such notice. In the event either
party  fails to so designate a separate arbitrator within such fifteen (15) day period,
the other party shall have the right to apply to the presiding judge of the  Superior
Court of Santa Cruz County, California for the appointment of the  second arbitrator
meeting the criteria set forth above. The two arbitrators thus  appointed (in either
matter) shall determine the fair market rental value of the  leased property within
twenty (20) business days of the appointment of the  second arbitrator. If the two
arbitrators agree upon a value, or if the higher  of the two values is no greater than
one hundred and ten percent (110%) of the  value determined by the other arbitrator, then
the fair market rent for the  extended term shall be equal, to the average of the two
values. In the event the  higher of the two values determined by such arbitrators is
greater than one  hundred and ten percent (110%) of the value determined by the other
arbitrators,  then the two arbitrators shall mutually agree upon and appoint a third
arbitrator within ten (10) business days after the last of the two appraisals is
completed. The third arbitrator shall then proceed to determine and shall have  the sole
and complete authority to determine the rental value of the extended  term; provided,
however, that such rental value so determined shall be no  greater then the higher of the
two values, and no less than the lower of the two  values determined by the first two
arbitrators. In the event the first two  arbitrators fail to appoint the third arbitrator
within ten (10) business days  after the last of the first two appraisals is completed,
then either party may  have the third arbitrator appointed by the presiding judge of the
Superior Court  of Santa Cruz County, California. The decision of the arbitrators as
provided  above shall be final, conclusive and binding on all parties. Each such
appraisal  shall be in writing and signed by the appropriate arbitrator with a signed
copy  delivered to each party. Each party shall pay the respective charges of their
respective arbitrator and the expenses incurred by same. The charges for the  services
and expenses of the third arbitrator shall be borne by Owner and Tenant  in equal shares.
Each party shall bear its respective attorneys fees incurred in  connection with the
appraisal/arbitrator procedure.

Date:
4/27, 2000

|                            | 
|--------------------------- | 
|OWNER:                      | 
|SIEGLE FAMILY TRUST         | 
|dated October 14, 1988      | 
|By: /s/ RODERICK D. SEIGLE  | 
|Roderick D. Seigle, Trustee | 
|                            | 
|                            | 

ADDENDUM
THREE
LEASE RENEWAL AND MODIFICATION TO THE LEASE

This
Third Addendum is made between CROSSROADS SEAGULLS, LLC, (SUCCESSORS TO THE
SEIGLE FAMILY TRUST) dba WATSONVILLE CROSSROADS SHOPPING CENTER
(Owner), and COMMUNITY BANK OF CENTRAL CALIFORNIA, a California
Corporation, (Tenant) who agree as follows:

RECITAL:
Owner and Tenant are parties to an existing lease dated April 25, 2000, concerning the
Premises known as 1915 Main Street, Watsonville, CA. in the Watsonville Crossroads
Shopping Center. Owner, the Seigle Family Trust, purchased the Watsonville Crossroads
Shopping Center from Watsonville Crossroads, LLC in 1998. In January 2003, the Seigle
Family  Trust was succeeded by Crossroads Seagulls LLC.

TERM:
The term of the lease shall be extended to expire on May 31,2008

SIZE:
The Premises will be increased in size from approximately 971 sf to approximately 1,676
sf effective June 1,2003. This expansion is further detailed in Exhibit AA to the Lease

RENT:
The Minimum Rent for the extended term will be as follows:

|                                  | 
|--------------------------------- | 
|Yr 4 June 1, 2003  July 31, 2003 | 
|Yr 4 Aug. l, 2003  May 31, 2004  | 
|Yr 5 June 1, 2004  May 31, 2005  | 
|Yr 6 June 1, 2005  May 31, 2006  | 
|Yr 7 June 1, 2006  May 31, 2007  | 
|Yr 8 June 1, 2007  May 31, 2008  | 

The
revised rent schedule reflecting the 1,676 sf Premises shall commence on June
1,2003.

Tenant
shall pay rent and NNN costs on the original 971 square feet only during June
and July 2003. Rent and NNN costs for the 705 square feet expansion area will be
abated for June and July 2003.

CONSTRUCTION
COSTS: Tenant shall pay for all construction costs associated  with the expansion. Owner
will deliver the space as-is with a  demising wall separating the expansion
space from the contiguous tenant American  General Finance. This demising wall will be
insulated and sheetrocked; but will  not be taped nor textured. Any electrical outlets or
telecommunication ports,  and finish work to the wall will be at Tenants sole
expense. All Tenant  Improvements shall be subject to the general requirements under the
Lease.

Owner
shall contribute a total of Ten Thousand Five Hundred Seventy Five Dollars
($10,575.00) to Tenant for Tenant Improvements. This contribution will be in the
form of rent reductions over the first two years of the renewal period (years
four and five). From June 2003 though May 2005, each month, Tenant shall deduct
Four Hundred Forty Dollars and Sixty Two Cents ($440.62) per month from the rent
due.

For
example, on June 1, 2003, the base rent due would be $1,310.85 less $440.62 for
a total base rent due of $8 70.23 plus the NNN CAM reserve of $3 78.69 for a
total rent due of $1,248.92.

OPTION
TO RENEW: Tenant, if not in default, shall have the Option to Renew the Lease
for one (1) five (5) year term; extending the lease through May 2013. Rent shall
be determined as described in Addendum Two of the Lease.

Unless
specifically modified in this Addendum Three, the Lease shall remain unchanged.

This
Addendum Three is hereby confirmed:

Owner:
Crossroads-Seagulls, LLC. /s/ RODERICK SEIGLE 4/30/03 
Roderick Seigle, Manager date

# 

Tenant:
Community Bank of Central California, Inc. /s/ HARRY D. WARDWELL 
By: 5-2-03 date
Title: Sr Vice President, Br Administrator