THIS
LEASE, made and entered effective the 1st day of March, 1998, by and between
FRANCIS H. RIANDA and LILLIAN I. RIANDA, Trustees of THE RIANDA LIVING TRUST,
dated July 10, 1981 and DENNIS CAPRARA and JANICE L. CAPRARA, Trustees of THE
CAPRARA REVOCABLE TRUST, dated March 17,1988, (hereinafter referred to as
Lessor), and BANK OF SALINAS, a California corporation (hereinafter
referred to as Lessee).

# WITNESSETH

1. PREMISES: In consideration of the terms, covenants, conditions and
obligations herein contained, to be kept, performed, and complied with by
Lessee, and upon the condition that Lessee keeps, performs and complies with
said terms, covenants, conditions and obligations, Lessor does hereby lease and
demise unto Lessee, and Lessee does hereby rent from Lessor, that certain real
property, together with appurtenances, hereinafter referred to as the
demised premises situated in the City of Gonzales, County of
Monterey, State of California, known as 400 Alta Street consisting of
approximately 5,165 square feet of building space, adjacent parking lot and
parking lot across the alley way and more particularly described in Exhibit
A attached hereto and incorporated herein

2. USE: Said premises shall, during the term of this lease and any
extensions thereof, be used for the purpose of operating and conducting
thereon and therein a banking business and/or financial business, for uses
normally incident to such purpose, and for no other purpose.

3. TERM: The initial term of this lease shall be for a period of
five (5) years. The term of this lease, and Lessee's obligation to pay rent,
shall commence on March 1, 1998 and terminate at noon on March 31,2003,
unless sooner terminated as herein provided.

4. OPTION TO EXTEND TERM: Lessee shall have the option to extend the
term of this Lease for three (3) additional periods ("Option Term(s)")
of five (5) years each by giving written to Lessor ninety (90) days
prior to the expirations of the Lease term or preceding Option Term. If Lessee
fails to give written notice to Lessor of its exercise of the option to extend
ninety (90) days prior to the expiration of the preceding term, then Lessor
shall give written notice to Lessee that the Lessee has thirty (30) days to
exercise the option to extend, during which period Lessee may by written notice
to Lessor exercise its option. All of the terms, covenants, conditions,
provisions and agreements applicable to the initial Lease Term shall be
applicable to the Option Term, including without limitation, adjustment of the
Base Monthly Rent on each anniversary of the Lease Term Commencement Date
occurring during each Option Term, provided, however, that upon the commencement
of an Option Term rent shall be adjusted to Fair Market Rent
established as follows:

(a) 
Fair Market Rent to be applied to the beginning year of each Option Term shall
mean the prevailing annual fair market rent for tenants of premises comparable
to the subject Premises in the general vicinity of the Premises for periods
comparable to the Option Term. Lessor and Lessee shall meet and endeavor in good
faith to agree upon the Fair Market Rent for the upcoming Option Period prior to
the commencement thereof and if Lessor and Lessee fail to reach agreement by the
date which is six (6) months prior to the commencement of the applicable Option
Term, then, within twenty (20) days thereafter, each party, at its own cost and
by giving notice to the other party, shall appoint a licensed commercial real
estate agent with at least seven (7) years full-time experience as a real estate
agent active in leasing of commercial properties in the area of the Premises to
appraise and set the Fair Market Rent for the Option Term. If a party does not
appoint an agent within twenty (20) days after the other party has given notice
of the name of its agent, the single agent appointed shall be the sole agent and
shall set the Fair Market Rent for the Option Term. If there are two (2) agents
appointed by the parties as stated above, the agents shall meet within ten (10)
days after the second agent has been appointed and attempt to set Fair Market
Rent for the Option Term. If the two (2) agents are unable to agree on such Fair
Market Rent within thirty (30) days after the second agent has been appointed,
they shall, within twenty(20) days after the last day the two (2) agents were to
have set such Fair Market Rent, attempt to select a third agent who shall be a
licensed commercial real estate agent meeting the qualifications stated above.
If the two (2) agents are unable to agree on the third agent within such twenty
(20) day period, Lessor and Lessee shall by mutual agreement select a third
agent meeting the qualifications stated in this subsection. Each of the parties shall bear one-half (1/2) of the cost of appointing the
third agent and of paying the third agents fee. No agent shall be employed
by, or otherwise be engaged in business with or affiliated with, Lessor or
Lessee, except as an independent contractor.

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

4. RENTAL: Lessee shall pay to Lessor during the term of this lease as
monthly rental (Base Monthly Rent) for the demised premises the rate of eighty
cents ($.80) per square foot, for a total of Four Thousand One Hundred Thirty
Two Dollars and No/lOOths, which sum shall be paid in advance on the first day
of each calendar month. All rent to be paid by Lessee to Lessor shall be in
lawful money of the United States of America and shall be paid prior to notice
or demand at the address designated in Paragraph 29. Any rent payments not paid
within five (5) days of its due date shall be subject to a FIVE percent (5%)
late charge. Rent as hereinabove set forth shall be subject to annual increases
as set forth in Paragraph 27 of this Lease.

5. ANNUAL ADJUSTMENT TO RENT: The Base Monthly Rent described in Paragraph 4
of this lease shall be adjusted each year on the anniversary of the commencement
date of this lease (referred to in this lease as the adjustment
dates to reflect the average percentage increase in the Consumer Price
Index, all items, using 1977 as a base year, as compiled by the Bureau of Labor
Statistics of the United States Department of Labor for the San
Francisco-Oakland metropolitan area for the reference month in the 12 calendar
month period preceding each of the adjustment dates over the same Consumer Price
Index, all items, for the base reference month the same being the month and year
of the commencement of this lease. The basic guaranteed rental as so adjusted on
each of the adjustment dates shall be the rent payable by Lessee to Lessor for
the use and occupancy of the premises each year following the adjustment date,
until adjusted again on the next subsequent adjustment date.

6. REAL ESTATE TAXES: A. Lessee agrees to pay all real estate taxes, levies
and assessments and all other charges in the nature of taxes and assessments
upon the demised premises, general and special, ordinary and extraordinary, of
any kind and nature whatsoever heretofore or which during the term of the lease
are laid, levied, assessed or imposed, or become a lien upon or become
chargeable against or payable in connection with the demised premises or any
part thereof. Lessee shall pay said taxes annually or semi-annually, at the
option of Lessee, within 15 days from receipt from Lessor of a statement or tax
bill delineating said taxes. Notwithstanding Hie foregoing supplemental taxes
assessed as a result of new construction shall be paid as herein provided within
fifteen (15) days of notification thereof by Lessor.

B. 
In the event that the application of federal, state or local status, ordinances,
regulations, rules or policies require the payment of any assessment, fee or
other charge relative to the operation or maintenance of the premises, parking
or other common areas, Lessee shall pay same within fifteen (15) days after
receipt of a statement from Lessor delineating the nature of the assessment, fee
or other charge.

7. PERSONAL PROPERTY TAXES: During the term hereof Lessee shall pay prior to
delinquency all taxes assessed against and levied upon fixtures, furnishings,
equipment and all other personal property of Lessee contained in the demised
premises, and when possible Lessee shall cause said fixtures, furnishings,
equipment and other personal property to be assessed and billed separately from
the real property of Lessor. In the event any or all of the Lessees
fixtures, furnishings, equipment and other personal property shall be assessed
and taxed with the Lessors real property, the Lessee shall pay to Lessor
its share of such taxes within fifteen (15) days after delivery to Lessee by
Lessor of a statement in writing setting forth the amount of such taxes
applicable to the Lessees property, and the means by which said
share has been computed.

8. CONSTRUCTION/IMPROVEMENT: The parties heretofore have agreed upon and
Constructed various improvements to the demised premises, allocated
responsibility for the payment thereof and both Lessor and Lessee agree that
neither owes to the other any further construction and/or improvements, the
costs have been paid by the party responsible therefore, and Lessee accepts the
demised premises in their current AS IS condition.

9. PARKING LOTS AND COMMON FACILITIES: All parking, parking lots and parking
facilities historically used by the demised premises and currently being used by
Lessee shall be considered part of the demised premises and Lessee shall keep
same in a neat and clean condition during the term of this Lease and any
extensions. Notwithstanding anything herein contained to the contrary, Lessor
shall maintain the parking, parking lots and parking facilities and all fences
in, on and about the demised premises as hereinafter provided in Paragraph 12.

10. USES PROHIBITED: Lessee shall not use, or permit said premises, or any part thereof, to
be used for any purpose or purposes other than the purpose or purposes for which
said premises are hereby leased; and no use shall be made or permitted to be
made of said premises, nor acts done, which will increase the existing rate of
insurance upon the building in which said premises may be located (once said
rate is established) or cause a cancellation of any insurance policy covering
said building or any part thereof, nor shall Lessee sell or permit to be kept,
used or sold in or about said premises any article which may be prohibited by
standard form of life insurance policies. Lessee shall, at his sole cost, comply
with any and all requirements, pertaining to the use of said premises, of any
insurance organization or company necessary for the maintenance of reasonable
fire and public liability insurance, covering said building and appurtenances.

11. ALTERATIONS: Lessee shall not make, or suffer to be made, any alterations
of the demised premises, or any part thereof, without the prior written consent
of Lessor, and any additions to, or alterations of, said premises, except
movable furniture and trade fixtures shall become at once a part of the realty
and belong to Lessor. Lessor acknowledges and understands Lessees business and
intended use of the demised premises and shall not unreasonable withhold consent
to alterations and improvements reasonably related thereto.

12. MAINTENANCE AND REPAIR: Lessee shall, subject to Lessor's obligations
hereinafter provided, at all times during the term hereof, and at Lessee's sole
cost and expense, keep, maintain and repair the building and other improvements
upon the demised premises in good and sanitary order and condition (except
as hereinafter provided) including without limitation, the maintenance and
repair of any store front, doors, windows, window casements, glazing,
interior components of all plumbing, pipes, electrical wiring and conduits.

Lessee
agrees on the last day of said term or sooner termination of this lease to
surrender the demised premises with appurtenances, in the same condition as when
received, reasonable use and wear thereof and damage by fire, act of God or by
the elements excepted.

Lessor
shall, at his sole cost and expense, maintain in good condition and repair the
exterior walls, exterior components of all heating, plumbing, pipes, electrical
wire and conduits, and roof, provided, however, any repairs to the roof
necessitated as a result of penetrations in the completed roof caused by Lessee
shall be made by Lessee at Lessees expense. Lessor shall further, at his
sole costs and expense maintain in good condition and repair the parking,
parking lots and parking facilities and all fences in, on and about the demised
premises. Such maintenance and repair shall include but not be limited to, black
topping, slurry sealing, resurfacing, painting, lining, marking, and signing the
parking spaces, direction of traffic flow and driveways of entrance and exit.
Lessor shall not be required to make any repairs to the exterior walls,
aforesaid components and roof unless and until Lessee has notified Lessor in
writing of the need for such repairs and Lessor shall have a reasonable period
of time thereafter to commence and complete said repairs.

Notwithstanding
any other provision of this lease, the Lessor shall be solely responsible for
the damage to the exterior of the leased premises which is the result of
vandalism, burglary or other similar criminal activities.

13. COMPLIANCE WITH LAWS: Lessee shall, at his sole cost and expense, comply
with all of the requirements of all municipal, state and federal authorities now
in force or which may hereafter be in force pertaining to the use of said
premises, and shall faithfully observe in said use all municipal ordinances and
state and federal statutes now in force or which shall hereinafter be in force.
The judgment of any court of competent jurisdiction, or the admission of Lessee
in any action or proceeding against Lessee, whether Lessor be a party thereto or
not, that Lessee has violated any such order or statute in said use, shall be
conclusive of that fact as between the Lessor and Lessee.

Lessee
shall not commit, or suffer to be committed, any waste upon the demised
premises, or any nuisance or other act or things which may disturb the quite
enjoyment of any other tenants in the building in which the demised premises may
be located.

Lessee
shall comply with all requirements imposed by Municipal, County, State and
Federal authorities regarding water rationing, toxic waste, hazardous materials,
chemicals and materials and shall hold Lessor harmless from any and all
liability and damages to persons and property, including the property and
premises of Lessor, resulting from Lessees use of toxic .materials,
hazardous materials, chemicals and other materials.

14. INDEMNIFICATION OF LESSOR  LIABILITY INSURANCE BY LESSEE: Except
for losses, claims and damages caused by Lessors failure to adequately
perform its maintenance obligation as set forth herein, Lessee, as material part
of the consideration to be rendered to Lessor under this lease, hereby waives
all claims against Lessor for damage to goods, wares and merchandise, in, upon
or about said premises and for injuries to persons in or about said premises,
from any cause arising at any time; and Lessee will hold Lessor exempt and
harmless from any damage or injury to any person, or the goods, wares and
merchandise of any person, arising from the use of the premises by Lessee, or
from the failure of Lessee to keep the premises in good condition and repair as
herein provided.

At
its sole cost and expense, Lessee shall maintain in full force and effect during
the Lease Term and extensions, the following policies of insurance:

(a) 
Comprehensive General Liability Insurance or Commercial General Liability
Insurance, insuring against liability for bodily injury or death to persons,
property damage and personal injury, covering the Premises and the business of
Lessee, with a comprehensive single limit of liability not less than
$2,000,000.00, such coverage to be in a commercial general liability form with
at least the following endorsements: (i) deleting any employee exclusion on
personal injury coverage; (ii) including coverage for injuries to or caused by
employees; (iii) providing for blanket contractual liability coverage (including
Lessees indemnity obligations contained in this Lease), broad form
property damage coverage, owners protective and personal injury coverage;
and (iv) providing for coverage of employers automobile non-ownership liability.
All such insurance: (1) shall be primary and non-contributory; (2) shall provide
for severability of interests; (3) shall provide that an act or omission of one
of the named insureds shall not reduce or avoid coverage to the other named
insureds; and (4) shall afford coverage for all claims based on acts, omissions,
injury or damage which occurred or arose (or the onset of which occurred or
arose) in whole or in part during the policy period. 
    (b) 
Plate glass insurance, sufficient to pay for the replacement of, and any or all
damage to, exterior plate glass and storefront supports in the Premises.
    (c) Fire insurance, with standard extended coverage,
sprinkler leakage, vandalism and malicious mischief endorsements on all of Lessees fixtures and equipment
in the Premises, in an amount not less than one hundred percent (100%) of their
full insurable value, the proceeds of which shall, so long as this Lease is in
effect, be used for the repair or replacement of the fixtures and equipment so
insured.

(d) 
Workers Compensation Insurance in the manner and to the extent required by
applicable law and with limits of liability not less than the minimum required
under applicable law, covering all employees of Lessee having any duties or
responsibilities in or about the Premises.

Lessee
shall further, at all times from and after the lease term commencement date,
maintain in effect during the Lease Term and extensions thereof a policy or
policies of insurance covering the  building of which the Premises are a
part (including boiler and machinery) in an amount not less than ninety percent
(90%) of the full replacement cost (exclusive of the cost of excavations,
foundations and footings) or the amount of insurance Lessorss mortgagee(s)
or beneficiary(ies) may require Lessor to maintain, whichever is the greater,
providing protection against any peril generally included in the classification
Fire and Extended Coverage, loss of rental income insurance and such
other additional insurance as covered in an all risks standard
insurance policy, with earthquake coverage insurance if deemed necessary by
Lessee in Lessees sole judgment. Lessees obligation to carry this
insurance may be brought within the coverage of any so-called blanket policy or
policies of insurance carried and maintained by Lessor.

All
insurance policies required to be carried under this Lease shall be issued by
financially sound qualified insurers, licensed to do business in the State of
California. All Lessees insurance (other than Workers Compensation)
shall name Lessor as additional insureds. Lessees Workers
Compensation Insurance shall contain an employers contingent liability
endorsement. Lessee shall deliver to Lessor certificates of all insurance
required to be carried by Lessee hereunder, showing that such policies are in
full force and effect in accordance with this Article 10. Lessee shall obtain
written undertakings from each insurer under policies maintained by Lessee
hereunder to notify Lessor, and any other additional insured thereunder, at
least thirty (30) days prior to cancellation, amendment or reduction in coverage
under any such policy.

Any
policy required to be maintained hereunder by either party may be maintained
under a so-called blanket policy, insuring other parties and other
locations, so long as the amount of insurance required to be provided hereunder
is not thereby diminished.

Each
policy of property insurance which either party obtains in connection with the
Premises shall include a clause or endorsement denying the insurer any rights of
subrogation against the other party to the extent rights have been waived by the
insured prior to the occurrence of injury or loss. Lessor and Lessee hereby
waive any rights against the other for injury or loss due to hazards covered by
insurance required to be carried by this Lease, or actually carried, whether or
not containing such a waiver of subrogation clause or endorsement, to the extent
of the loss covered thereby, or if either party does not, for any reason, have
valid enforceable insurance, then, this waiver shall apply to the extent of all
property insurance which was required to be carried hereunder.

15. FREE FROM LIENS: Lessee shall keep the demised premises and the property in which
the demised premises are situated free from any liens arising out of any work performed, material
furnished or obligations incurred by Lessee.

16. ABANDONMENT: Lessee shall not vacate or abandon the demised premises at
any time during the term of this lease; and if Lessee shall abandon, vacate or
surrender the demised premises or be dispossessed by process of law, or
otherwise, any personal property belonging to Lessee and left on the demised
premises shall be deemed to be abandoned, at the option of Lessor, except such
property as may be mortgaged to Lessor.

17. SIGNS; Lessee shall be permitted exterior signs, awnings, canopies,
marquees and other exterior sign age and advertising, provided that the same are
approved by the City of Gonzales and any other regulatory governmental authority
with jurisdiction and Lessee has obtained Lessors written consent thereto,
which consent Lessor shall not unreasonably withhold. Lessee shall further have
the right to erect and maintain within the interior of the Premises all signs
and advertising matter customary or appropriate in the conduct of Lessee's business.
Upon the expiration or earlier termination of this Lease, all signage affixed to the
exterior of the Premises shall be removed at Lessee's expense.

18. UTILITIES: Lessee shall pay before delinquency all charges for gas, heat, electricity, power,
telephone service and all other services or utilities used in, upon, or about
the demised premises by Lessee or any of its subtenants, licensees, or
concessionaires during the term of this lease. If any utility is not separately
metered, Lessee agrees to reimburse Lessor for the cost of said service. Lessor
shall pay for water and garbage service.

19. DAMAGE AND DESTRUCTION OF PREMISES: In the event of (a) a total or
partial destruction of said premises resulting from a casuality insured against,
during the lease term or extensions which requires repairs to or the rebuilding
of the demised premises, or (b) said premises being declared unsafe or unfit for
occupancy by any authorized public authority for any reason other than
Lessees act, use or occupation, which declaration requires repairs to
either said premises or said building, Lessor shall forthwith make said repairs
provided Lessee gives to Lessor thirty (30) days written notice of the necessity
therefor. No partial destruction (including any destruction necessary in order
to make repairs required by any declaration made by any public authority) shall
in any wise annul or void this Lease except that Lessee shall be entitled to a
proportionate reduction of the then existing rent while such repairs are being
made, such proportionate reduction to be based upon the extent to which the
making of such repairs shall interfere with the business carried on by Lessee in
said premises. However, if during the last year of the term of this lease the
building is damaged as a result of fire or any other insured casualty to an
extent in excess of fifty percent (50%) of its then replacement cost, (including
foundation(s), Lessor may within thirty (30) days following the date such damage
occurs terminate this lease by written notice to Lessee. If Lessor, however,
elects to make said repairs, and provided Lessor uses due diligence in making
said repairs, this lease shall continue in full force and effect and the minimum
guaranteed rental shall be proportionately reduced as hereinabove provided. If
Lessor elects to terminate this lease all rentals shall be prorated between
Lessor and Lessee as of the date of such destruction.

The
foregoing to the contrary notwithstanding, if the building is damaged or
destroyed at any time during the term hereof to an extent of more than fifty
percent (50%) of its then replacement cost (excluding foundation(s) as a result
of a casualty not insured against, Lessor may within thirty (30) days following
the date of such destruction terminate this lease upon written notice to Lessee.
If Lessor does not elect to so terminate because of said uninsured casualty,
Lessor shall promptly rebuild and repair said premises and Lessees rental
obligation shall be proportionately reduced as hereinabove provided.

20.
ASSIGNMENT AND SUBLETTING: Lessee shall not assign this lease, or any
interest therein, and shall not sublet the demised premises or any part thereof,
or any right of privilege appurtenant thereto, or permit any other person (the
agents and servants of Lessee excepted) to occupy or use the demised premises,
or any portion thereof, without first obtaining the written consent of Lessor,
which consent shall not unreasonably be withheld and provided, however, that
Lessee shall be entitled to assign or sublet the premises to a subsidiary, or
other banking/financial institution as hereinafter set forth. Consent by Lessor
to one assignment, subletting, occupation or use by another person shall not be
deemed to be a consent to any subsequent assignment, subletting, occupation or
use by another person. Any assignment or subletting without the prior written
consent of Lessor shall be void, and shall, at the option of Lessor terminate
this lease. Neither this lease nor any interest therein shall be assignable, as
to the interest of Lessee, by operation of law, without the prior written
consent of Lessor. Lessor shall not unreasonably withhold consent to an
assignment or sublease.

Lessee
shall be entitled to sublet, assign, and/or transfer this Lease, without
Lessors prior consent, to a parent corporation, subsidiary, affiliated
firm or entity or the surviving corporation in the event of a merger,
reorganization or sale of assets reorganization to which Lessee shall be a
party; provided, however, that such parent corporation, subsidiary, affiliated
firm or entity or the surviving corporation shall conduct the same business from
the subject premises and shall in writing expressly assume all of the
provisions, convenants, and conditions of this Lease on the part to be kept and
performed.

21.
DEFAULT: If Lessee shall fail to pay any monthly installment of rent as
aforesaid (although no legal or formal demand has been made therefor), or shall
violate or fail to perform any of the other conditions, covenants or agreements
herein made by Lessee, and such failure to pay rent or such violation or failure
shall continue for a period often (10) days (or for such longer period as is
necessary to cure the default so long as Lessee is acting with due diligence) thereof
to Lessee by Lessor, then and in any of said events this Lease shall, at the
option of Lessor cease and terminate. Should this Lease be terminated before the
expiration of the term of this Lease by reason of Lessees default as
hereinabove provided, or if Lessee shall abandon or vacate the demised premises
before the expiration or termination of the term of this Lease, the demised
premises may be relet by Lessor for such rent and upon such terms as are not
unreasonable under the circumstances and, if the full rental hereinabove
provided shall not be realized by Lessor, Lessee shall be liable for all damages
sustained by Lessor, including, without limitation, deficiency in rent,
reasonable attorneys fees, brokerage fees, and expenses of placing the
demised premises in first-class rentable condition. Any damage or loss of rental
sustained by Lessor may be recovered by Lessor, at Lessors option, at the
time of the reletting, or in separate actions, from time to time, as said damage
shall have been made more easily ascertainable by successive reletting. The
provisions contained in this paragraph shall be in addition to and shall not
prevent the enforcement of any claim Lessor may have against Lessee for
anticipatory breach of the unexpired term of this Lease. In the event that
Lessee continues to occupy the demised premises after the expiration of the term
of this Lease, with the express or implied consent of Lessor, such tenancy shall
be from month to month and shall not be a renewal of the term of the Lease or a
tenancy from year to year, unless Lessee specifically exercises its renewal
option as provided hereinafter. All rights and remedies of Lessor under this
Lease shall be cumulative and shall not be exclusive of any other rights and
remedies provided to Landlord under applicable law.

22.
INSOLVENCY OF TENANT: Lessee agrees that in the event all of
substantially all of its assets be placed in the hands of a receiver or trustee,
and in the event such receivership or trusteeship continue for a period often
(10) days, or should Lessee make an assignment for the benefit of creditors, or
be adjudicated a bankrupt, or should Lessee institute any proceedings under any
state or federal bankruptcy act wherein Lessee seeks to be adjudicated a
bankrupt, or seeks to be discharged of its debts, or should any voluntary
proceeding be filed against such Lessee under such bankruptcy laws and Lessee
consents thereto or acquiesces therein by pleading or default, then this lease
or any interest in and to the demised premises shall not become an asset if any
of such proceedings and, in any such events and in addition to any and all
rights or remedies of Lessor hereunder or as provided by law, it shall be lawful
for Lessor at his option to declare the term hereof ended and to re-enter the
demised premises and take possession thereof and remove all persons therefrom
and Lessee shall have no further claim therein or hereunder.

23.
SURRENDER OF LEASE: The voluntary or other surrender of this lease by
Lessee, or a mutual cancellation thereof, shall not work a merger, and shall, at
the option of Lessor, terminate all or any existing subleases or subtenancies,
or may, at the option of Lessor, operate as an assignment to him of any or all
of such subleases or subtenancies.

24. RIGHT OF FIRST REFUSAL TO PURCHASE LEASED PREMISES: If Lessor, during
the lease term or any extension of the term, elects to sell all or any portion
of the leased premises, Lessee shall have the right of first refusal to meet any
bona fide offer of sale from a third party on the same terms and conditions of
that offer, including but not limited to the price and date for close of escrow,
provided Lessee is not then in default under this Lease. On receipt of a bona
fide third party offer for purchase of the premises, Lessor shall notify Lessee
in writing of the offer and its terms and conditions. Lessee, within forty-five
(45) days after the date of Lessors notice to Lessee, shall notify Lessor
in writing whether or not Lessee agrees to purchase the leased premises on the
same terms and conditions as contained in the third party offer. A failure by
Lessee to give Lessor any written notification within the prescribed time period
shall be deemed notice to Lessor that Lessee does not elect to purchase the
leased premises. If Lessee elects not to purchase the leased premises, Lessor
shall be free to sell the premises or portion thereof to the third party in
accordance with the terms and conditions of the third party offer.

25.
SUBORDINATION. ATTORNMENT: This lease, at Lessors option, shall be
subordinate to the lien of any first deed of trust or first mortgage
subsequently placed upon the real property of which the demised premises are a
part, and to any and all advances made on the security thereof, and to all
renewals, modifications, consolidations, replacements and extensions thereof;
provided, however, that as to the lien of any such deed of trust or mortgage
Lessees right to quiet possession of the premises shall not be distributed
if Lessee is not in default and so long as Lessee shall pay the rent and observe
and perform all of the provisions of this lease, unless this lease is otherwise
terminated pursuant to its terms. If any mortgagee, trustee or ground lessor
shall elect to have this lease prior to the lien of its mortgage, deed of trust
or ground lease, and shall give written notice thereof to Lessee, this lease
shall be deemed prior to such mortgage, deed of trust, or ground lease, whether
this lease is dated prior or subsequent to the date of said mortgage, deed of
trust or ground lease or the date of recording thereof.

In
the event any proceedings are brought for foreclosure, or in the event of the
exercise of the power of sale under any mortgage or deed of trust made by the
Lessor covering the demised premises, the Lessee shall attorn to the purchaser
upon any such foreclosure or sale and recognize such purchaser as the Lessor
under this lease.

Within
ten (10) days after request therefor by Lessor, or in the event that upon any
sale, assignment or hypothecation of the demised premises or the land thereunder
by the Lessor, an offset statement shall be required from Lessee, Lessee agrees
to deliver in recordable form a certificate addressed to any such proposed
mortgage or purchaser or to the Lessor certifying that this lease is in full
force and effect (if such be the case) and that there are no differences or
offsets thereto or stating those claimed by Lessee.

26. EMINENT DOMAIN:  A. In the event that the whole of the
premises shall be taken under the power of eminent domain, this lease shall
thereupon terminate as of the date possession shall be so taken.

B. 
In the event that a portion of the floor area of the premises shall be taken
under the power of eminent domain and the portion not so taken will not be
reasonably adequate for the operation of Lessees business notwithstanding
Lessors performance of restoration as hereinafter in this paragraph B
provided, this lease shall thereupon terminate as of the date possession of said
portion is taken. In the event of any taking under the power of eminent domain
which does not terminate this lease as aforesaid, any obligation of Lessee under
this lease to pay rent and all of the other provisions of this lease shall
remain in full force and effect, except that the minimum annual rent shall be
reduced in the same proportion that the amount of floor area of the premises
taken bears to the total floor area of the premises immediately prior to such
taking, and Lessor shall, at Lessors own cost and expense, restore such
part of the premises as is not taken to as near its former condition as the
circumstances will permit and Lessee shall do likewise with respect to all
exterior signs, trade fixtures, equipment, display cases, furniture, furnishings
and other installations of tenant.

C. All damages awarded for any such taking under
the power of eminent domain, whether for the whole or a part of the premises,
shall belong to and be the property of Lessor whether such damages
shall be awarded as compensation for diminution in value of the leasehold or for
the fee of the premises; provided, however, that Lessor shall not be entitled to
any award made to Lessee for loss of or damage to Lessees trade fixtures
and removable personal property or for damages for cessation or interruption of
Lessees business.

D. 
If this lease is terminated, all rent shall be paid up to the date that
possession is taken by public authority, and Lessor shall make an equitable
refund of any rent paid by Lessee in advance and not yet earned.

E. 
A voluntary sale by Lessor to any public or quasi public body, agency or person,
corporate or otherwise, having the power of eminent domain, either under threat
or condemnation or while condemnation proceedings are pending, shall be deemed
to be a taking by eminent domain for purposes of this lease.

27. ATTORNEY'S FEES: In the event the Lessor finds it necessary to retain an attorney
in connection with the default by the Lessee in any of the agreements or covenants contained in this
lease, Lessee shall pay reasonable attorney's fees to said attorney.

In the event of any litigation regarding this lease, the losing party shall pay to
the prevailing party reasonable attorneys fees.

28. HOLDING OVER: Any holding over after the expiration of the term of this lease, with the
consent of Lessor, shall be construed to be a tenancy from month to month,
cancelable upon thirty (30) days written notice, and at a rental and upon terms
and conditions as existed during the last year of the term hereof.

29.
NOTICES: Wherever in this lease it shall be required or permitted that
notice and demand be given or served by either party to this lease to or on the
other, such notice or demand shall be given or served and shall not be deemed to
have been duly given or served unless in writing and forwarded by certified
mail, addressed as follows:

# TO:
LESSOR

# AT:

# Dennis
Caprara
26769 El Camino Real North
Gonzales, CA 93926

# FROM: LESSEE
AT:

# Bank
of Salinas
ATTN: 
Operations Administrator
301 Main Street
Salinas, CA 93901

Either
party may change such address by written notice by certified mail to the other.

30. SUCCESSOR IN INTEREST: The covenants herein contained shall, subject to the
provisions as to assignment, apply to and bind the heirs, successors, executors, administrators and
assigns of all the parties hereto; and all of the parties hereto shall be jointly and severally liable
hereunder.

31.
LESSEES PERFORMANCE: In the event Lessee shall fail within any time
limits which may be provided herein to complete any work or perform any other
requirements provided to be performed by Lessee prior to the commencement of the
term hereof, or in the event Lessee shall cause a delay in the completion of any
work, Lessor may send Lessee written notice of said default and if said default
is not corrected within ten (10) days thereafter, Lessor may by written notice
prior to the curing of said default terminate this lease. Lessor shall be
entitled to retain as liquidated damages all deposits made hereunder and such
improvements as Lessee may have annexed to the realty that cannot be removed
without damaged thereto.

32.
FORCE MAJEURE: If either party hereto shall be delayed or prevented from
the performance of construction or any other act required hereunder by reason of
acts or God, strikes, lockouts, labor troubles, inability to procure materials,
restrictive governmental laws of regulations or other cause without fault and
beyond the control of the party obligated (financial inability excepted),
performance of such act shall be excused for the period of delay and the period
for the performance of any such act shall be extended for a period equivalent to
the period of such delay; provided, however, nothing in this Paragraph 37
contained shall excuse Lessee from the prompt payment of any rental or other
charge required by Lessee hereunder except as may be expressly provided
elsewhere in this lease.

33.
INTEGRATION: This Lease along with any exhibits and attachments or other
documents affixed hereto or referred to herein constitutes the entire and
exclusive agreement between Lessor and Lessee relative to the Premises. All
prior or contemporaneous oral agreements and understandings relative to the
leasing of the Premises are superseded by this Lease.

34. AMENDMENT: This Lease may be altered, amended or revoked only by an instrument
in writing signed by both Lessor and Lessee and making specific reference to this Lease.

35. SECTION HEADINGS AND REFERENCES: The headings included in this Lease are
for convenience only, and shall not be used to interpret this Lease. References in this Lease to
Articles, Paragraphs, Sections and Exhibits shall refer to the Articles, Paragraphs, Sections and
Exhibits of this Lease.

36. LEASE DRAFTSMAN: This Lease was negotiated between the parties and their
respective counsel and/or professional advisors, and the parties agree that the
terms, conditions and provisions hereof shall be interpreted without reference
to the draftsman of the Lease, because this Lease is a product of all their
efforts and each party shall be considered as having contributed equally hereto.

37. TERM: The words "Term", "lease term" or "term of this Lease", when used herein, refer
to the term of this Lease and any duly exercised extensions, "Option Term" and renewals thereof.

IN
WITNESS WHEREOF, the parties hereto have executed this Lease the day and year
first above written.

# LESSOR

# By:
/s/ DENNIS CAPRARA

# LESSEE

# By: /s/
JOHN MCCARTHY

# EXHIBIT
A

LEGAL DESCRIPTION THE LAND REFERRED TO IN THIS REPORT IS SITUATED
IN THE STATE OF CALIFORNIA. COUNTY OF MONTEREY IN THE CITY OF GONZALES, AND IS DESCRIBED AS FOLLOWS:

# PARCEL 1:

ALL
OF LOT 1 AND A PORTION OF LOT 2 IN BLOCK 30 (XXX) MAP OF THE TOWN OF GONZALES IN
MONTEREY COUNTY, FILED APRIL 27, 1874, IN THE OFFICE OF THE COUNTY RECORDER OF
MOMTEREY COUNTY, CALIFORNIA, IN MAPBOOK 1, CITIES AND TOWN, AT PAGE 41,
DESCRIBED AS FOLLOWS:

BEGINNING
AT THE INTERSECTION OF THE WESTERLY SIDE OF FOURTH STREET WITH THE NORTHERLY
SIDE OF ALTA STREET, THE SAME BEING THE MOST SOUTHERLY CORNER OF LOT 1, BLOCK 30
(XXX); THENCE NORTH 45 DEG. 41* EAST ALONG THE WESTERLY SIDE OF FOURTH STREET,
81 FEET AND 6 INCHES TO THE NORTHERLY SIDE OF A 9 INCH STRIP CONVEYED BY THE
BACK OF GONZALES TO A. WIDEMANN COMPANY BY DEED DATED JUNE 26, 1906, RECORDED IN
BOOK 90 OF DEEDS, PAGE 149, MONTEREY COUNTY RECORDS) THENCE LEAVING THE LINE OF
FOURTH STREET, AND RUNNING NORTH 44DEG. 19 WEST ALONG THE NORTHERN
LINE OF SAID 9 INCH STRIP, 100 FEET; THENCE NORTH 45 DEG. 41' EAST ALONG THE
LINE OF THE PROPERTY FORMERLY OWNED BY THE BANK OF GONZALES, 12 FEET AND 3
INCHES TO THE MOST EASTERLY CORNER OFTHE TRACT DESCRIBED IN THE DEED
FROM F. L. WIDEMANN TO THE A. WIDEMANN COMPANY, A CORPORATION, DATED JANUARY 10,
190, RECORDED IN BOOK 127 PAGE 463 OF DEEDS, MONTEREY COUNTY RECORDS; THENCE
NORTH 44 DEG. 19 WEST ALONG THE BOUNDARY OF THE LAST MENTIONED TRACT, 40
FEET TO THE EASTERN SIDE OF A 20 FOOT ALLEY; THENCE SOUTH 45 DEG. 41 WEST,
ALONG THE SAID ALLEY, 93 FEETAND 9 INCHES TO THE NORTHERLY LINE OF ALTA
STREET; THENCE SOUTH 44 DEG. 19 EAST, ALONG THE SAID ALTA STREET, 140 FEET
TO THE PLACE OF BEGINNING. A.P.N. 020-074-007

PARCEL
2:

ALL
THAT PORTION OF LOTS 7, 8 AND 9 IN BLOCK 30 (XXX), MAP OF THE TOWN OF GONZALES
IN MONTEREY COUNTY, FILED APRIL 27, 1874, IN THE OFFICE OF THE COUNTY RECORDER
OF MONTEREY COUNTY, CALIFORNIA, IN MAPBOOK ONE CITIES AND TOWNS, AT PAGE
41, DESCRIBED AS FOLLOWS:

BEGINNING
AT THE MOST SOUTHERLY CORNER OF SAID LOT 7 AT THE INTERSECTION OF THE
NORTHEASTERLY LINE OF ALTA STREET WITH THE NORTHWESTERLY LINE OF THE ALLEY
RUNNING THROUGH SAID BLOCK 30 (XXX); RUNNING THENCE NORTHEASTERLY ALONG SAID
LINE OF SAID ALLEY AND THE SOUTHEASTERLY LINE OF SAID LOTS 7, 8 AND 9, 107 FEET
TO A POINT; RUNNING THENCE IN A NORTHWESTERLY DIRECTION, PARALLEL WITH THE
NORTHEASTERLY LINE OF SAID ALTA STREET, 71 FEET TO A POINT, RUNNING THENCE IN A
NORTHWESTERLY DIRECTION, PARALLEL WITH SAID NORTHESTERLY LINE OF SAID ALLEY, 107
FEET TO A POINT IN THE SOUTHEASTERLY ALONG SAID ALTA STREET, RUNNING THENCE
SOUTHEASTERLY ALONG SAID NORTHEASTERLY LINE OF SAID ALTA STREET 71 FEET TO THE
PLACE OF BEGINNING..