# LEASE

# BETWEEN

# ANTHONY
SAMMUT AND CHRISTINE SAMMUT, 
TRUSTEES OF THE ANTHONY & CHRISTINE SAMMUT 
REVOCABLE TRUST U/T/D FEBRUARY 14, 1992
AS LANDLORD

# AND

# CENTRAL
COAST BANCORP AS TENANT

# WESTRIDGE
CENTER

TABLE OF CONTENTS

|      |     |                                                            
|----- | --- | -----------------------------------------------------------
|ARTIC | LE  | DESCRIPTION                                                
|1     |     | FUNDAMENTAL LEASE PROVISIONS AND DEFINITIONS               
|1     | .1  | Tenant's Tradename                                         
|1     | .2  | Term                                                       
|1     | .3  | Tenant's Proportionate Share of Common Area Operating Costs
|1     | .4  | Use of Premises                                            
|1     | .5  | Addresses For Notices and Payment of Rent                  
|1     | .6  | Broker(s)                                                  
|1     | .7  | Certain. Definitions                                       
|2     |     | PREMISES, COMMON AREAS, PARKING                            
|2     | .1  | Premises                                                   
|2     | .2  | Common Areas                                               
|3     |     | TERM                                                       
|3     | .1  | Term                                                       
|3     | .2  | Landlord's Work                                            
|3     | .3  | Lease Year                                                 
|3     | .4  | Options To Extend Term                                     
|4     |     | FIXED RENT                                                 
|4     | .1  | Payment                                                    
|5     |     | COMMON AREA MAINTENANCE                                    
|5     | .1  | Common Area Operating Costs; Definitions                   
|5     | .2  | Payment of Tenant's Proportionate Share                    
|5     | .3  | Landlord's Records                                         
|6     |     | UTILITIES                                                  
|7     |     | USE OF PREMISES, COMPLIANCE WITH LAW                       
|7     | .1  | Use                                                        
|7     | .2  | Increased Risk                                             
|7     | .3  | Acceptance                                                 
|7     | .4  | Use Restrictions                                           
|7     | .5  | * Exclusive Use                                            
|8     |     | ALTERATIONS                                                
|8     | .1  | Alterations                                                
|8     | .2  | Other Tenant Changes                                       
|9     |     | LIENS AND ENCUMBRANCES                                     
|10    |     | TAXES ON THE PREMISES AND TENANT'S PROPERTY                
|10    | .1  | Personal Property Taxes                                    
|10    | .2  | Real Property Taxes                                        
|11    |     | MAINTENANCE AND REPAIR                                     
|11    | .1  | Obligations of Landlord                                    
|11    | .2  | Tenant's Obligation to Maintain and Repair Premises        
|12    |     | ENTRY AND INSPECTION                                       
|13    |     | WAIVER AND INDEMNIFICATION                                 
|13    | .1  | Waiver                                                     
|13    | .2  | Indemnification                                            
|14    |     | INSURANCE                                                  
|14    | .1  | Insurance to be Provided by Tenant                         
|14    | .2  | Landlord's Insurance                                       
|14    | .3  | Policy Requirements                                        
|14    | .4  | Blanket Coverage                                           
|14    | .5  | Waiver of Subrogation                                      
|15    |     | ASSIGNMENT AND SUBLETTING                                  
|15    | .1  | General Limitations                                        
|15    | .2  | No Unreasonable Withholding of Consent                     
|15    | .3  | Reorganizations and Mergers                                
|15    | .4  | Effect of Violation                                        
|16    |     | TRANSFER OF LANDLORD'S INTEREST                            
|17    |     | DAMAGE OR DESTRUCTION                                      
|17    | .1  | Landlord to Rebuild                                        
|17    | .2  | Landlord's Options to Terminate                            
|17    | .3  | Extent of Landlord's Repair and Rebuilding Obligations     
|17    | .4  | Tenant Waivers                                             
|18    |     | EMINENT DOMAIN                                             
|18    | .1  | Entire or Substantial Taking                               
|18    | .2  | Partial Taking                                             
|18    | .3  | Disposition of Award                                       
|18    | .4  | Further Assurance                                          
|18    | .5  | Tenant Waivers                                             
|19    |     | SIGNS AND AUCTIONS                                         
|19    | .1  | Signage                                                    
|19    | .2  | Auction or Sale                                            
|20    |     | DEFAULTS AND REMEDIES                                      
|20    | .1  | Default Defined                                            
|20    | .2  | Remedies; Termination                                      
|20    | .3  | Remedies; Re-entry                                         
|20    | .4  | Remedies; Non-termination and Collection of Rent           
|20    | .5  | No Effect on Indemnification Obligation                    
|20    | .6  | Landlord's Default                                         
|20    | .7  | Limitation on Recourse                                     
|20    | .8  | Notice to Mortgagees and Others                            
|20    | .9  | Remedies; Interest and Late Charges                        
|21    |     | SURRENDER OF PREMISES; REMOVAL OF PROPERTY                 
|21    | .1  | Condition Upon Surrender                                   
|21    | .2  | Removal of Property Upon Re-entry                          
|22    |     | ATTORNEYS FEES                                            
|22    | .1  | Litigation Between the Parties                             
|23    |     | WAIVER                                                     
|24    |     | HOLDING OVER                                               
|25    |     | SUBORDINATION AND ATTORNMENT                               
|26    |     | HEIRS AND ASSIGNS; TIME OF ESSENCE                         
|27    |     | INTERPRETATION                                             
|27    | .1  | Severability                                               
|27    | .2  | Integration                                                
|27    | .3  | Amendment                                                  
|27    | .4  | Section Headings and References                            
|27    | .5  | Dependence of Covenants                                    
|27    | .6  | Lease Draftsman                                            
|27    | .7  | Landlord and Tenant                                        
|27    | .8  | Days, Months and Years                                     
|27    | .9  | Term                                                       
|27    | .10 | Including                                                  
|28    |     | RIGHT OF LANDLORD TO PERFORM                               
|29    |     | NOTICES                                                    
|30    |     | QUIET ENJOYMENT                                            
|31    |     | ESTOPPEL CERTIFICATE                                       
|32    |     | BROKERS                                                    
|33    |     | MERGER                                                     
|34    |     | LANDLORD RESERVATIONS                                      
|35    |     | HAZARDOUS OR INFECTIOUS SUBSTANCES                         
|35    | .1  | Covenants of Tenant                                        
|35    | .2  | Indemnification                                            
|35    | .3  | Inspection                                                 
|35    | .4  | Definition of Hazardous Substance                          
|35    | .5  | Definition of Environmental, Health and Safety Requirement 
|35    | .6  | Survival                                                   

# SCHEDULE OF EXHIBITS

Exhibit
A Shopping Center Site PlanExhibit B Plot Plan of PremisesExhibit C  Work Letter

LEASE
(Pad2, Area l)
(Westridge Center)

THIS
LEASE (this Leased is dated and effective as of the____day of March, 1998,
and is made by and between ANTHONY SAMMUT and CHRISTINE SAMMUT, Trustees of the
Anthony & Christine Sammut Revocable Trust u/t/d February 14, 1992
(Landlord), and CENTRAL COAST BANCORP, dba Bank of Salinas
(Tenant).

NOW,
THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, LANDLORD AND TENANT HEREBY AGREE
AS FOLLOWS:

# 

ARTICLE 1
FUNDAMENTAL LEASE PROVISIONS AND DEFINITIONS

1.1
Tenant's Tradename (Par. 1.1): Bank of Salinas

1.2
Term (Art. 3): 10 years, with options to extend the Term.

1.3
Tenant's Proportionate Share of Common Area Operating Costs (Art. 5): one  percent  (1%).
Tenant's  Proportionate  Share  of Westridge Center  Common Improvements: six/tenths of
one percent (.6%).

1.4
Use of Premises (Art 7): The Premises shall be used solely for the operation of banking
facilities.

1.5
Addresses For Notices and Payment of Rent (Art. 29):

(a) Landlord:

60 D Corral De Tierra Rd. 
Salinas, CA 93908 
Attention: Mr. Tony Sammut

# (b)Tenant:
Central Coast Bancorp
Bank of Salinas

# 301
Main StreetSalinas, CA 93901Attention: Mr. Nick Ventimiglia

1.6
Broker(s) (Art. 32):

None
(Landlord)
None
(Tenant)

1.7
Certain Definitions: Certain terms have the meaning given for them in other  portions of
this Lease. The following terms have the following meanings:

(a) Area I or Shopping Center means those parcels of land
located in Area I of Westridge Center as shown on the Site Plan.

(b) Building means that building to be constructed by Landlord pursuant
to the terms of Exhibit C attached hereto, and to contain
approximately three thousand two hundred (3,200) square feet of floor area.

(c) Pad means that real property which is commonly known as Pad 2 of the
Shopping Center, depicted on Exhibit A attached hereto, and upon
which Landlord shall construct the Building.

(d) Parent means any Person who owns more than fifty percent (50%) of
the equity or beneficial interest of any other Person.

(e) Person means any one or more human beings, or legal entities or
other artificial persons, including partnerships, corporations, trusts, estates,
associations, joint ventures and any other combination of human beings and/or
legal entities.

(f) "Premises"
means, collectively, the Pad and the Building, and all improvements which, from time to
time, are located on the Pad.

(g) "REA" means that Declaration of Reciprocal Easements, Covenants and Restrictions recorded January 31,1996, as Document No. 6170, First Amendment to
Declaration of Reciprocal Easements, Covenants and Restrictions recorded July 31,  1996, as Document No. 45144, Second Amendment to Declaration of Reciprocal  Easements,
Covenants and Restrictions recorded September 19, 1996, as Document  No. 55547, Declaration of Covenants and Restrictions Affecting Land, recorded April  24,1997, as
Document No. 23045, Reciprocal Easement Agreement, recorded May  2, 1997, as Document No. 9725071, as same may be amended. Tenant acknowledges  that the term "REA" shall
include the proposed Third and Fourth Amendments to  Declaration of Reciprocal Easements, Covenants and Agreements, copies of which  have been delivered to Tenant.

(h) "Rent Commencement Date" means the date which shall be the first to occur of
the following:

| | (i) The
date Landlord delivers possession of the Premises to Tenant as evidenced by Landlord
delivering a key to the Building to Tenant; or
| | -------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) The
date, Tenant actually commences to do business in, upon or from the Premises.
| | --------------------------------------------------------------------------------------

(i) Site Plan means the Site Plan for the Shopping Center attached as
Exhibit A.

(j) Westridge Center means, collectively, the Premises, the Common
Areas, and all the buildings and improvements located thereon in that certain
Shopping Center located in Salinas, California. Exhibit A depicts
the general layout of Westridge Center.

# 

ARTICLE
2PREMISES, COMMON AREAS, PARKING

2.1
Premises. In consideration of and subject to each and all of the covenants terms
and conditions hereinafter set forth, Landlord hereby leases the Premises to
Tenant and Tenant hereby hires the Premises from Landlord.

2.2
Common Areas. Tenant and its employees, customers and invitees shall have the
non-exclusive license to use that portion of the Shopping Center designated
under the REA as Common Area for the common use of tenants and occupants of Area
I and any other persons permitted to use same (the Common Areas^)
pursuant to the terms of the REA. The Common Areas on the Premises shall be
subject to the rules and regulations governing use as promulgated from time to
time by Landlord and are subject to the REA and any amendments to the REA which
govern the use and enjoyment of the Common Areas by the parties to the REA.

# 

# 

ARTICLE 3
TERM

3.1
Term. Unless sooner terminated or extended as provided herein, the term of this
Lease shall be for the period specified in Paragraph 1.2 and shall commence on
the Rent Commencement Date (the Commencement Date).

3.2
Landlord's Work.  Subject to the terms and conditions of Exhibit "C", Landlord
will complete the work of the improvements required to be performed by Landlord in
Exhibit "C".

3.3
Lease Year. The term "Lease Year" refers to each successive twelve (12) month
period following the Rent Commencement Date.

3.4
Options To Extend Term.

|(a) | Subject
to the terms and conditions of this Paragraph 3.4. Landlord hereby grants to Tenant the
option(s) (the Options^ to extend the initial  Term of this Lease for two (2)
periods of five (5) years each (each, an Option Period). All
terms, provisions, obligations and rights  set forth in this Lease shall apply to the
Option Periods, except (i) this Paragraph 3.4(a) shall not apply to increase the number
of Option Periods, and  (ii) the Fixed Rent (as hereinafter defined) shall be
adjusted upward at the commencement of each Option Period as set forth in
subparagraph3A(c).  After the exercise of the Option, all references in this Lease to the
Term or the Term hereof shall be considered to mean the Term as so extended, and
all references to the termination or end of the Term hereof shall be considered to mean
the termination or end of the Term as so extended. Tenants right to  exercise the
Option is subject to:
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(iii) | The
following conditions precedent:
|----- | -----------------------------------

| | (aa) This
Lease shall be in full force and effect at  the time notice of exercise is  given, and on
the last day of the Term hereof.
| | ------------------------------------------------------------------------------------------------------------------------------------

| | (bb) Tenant
shall not be in default under any term or provision of .this Lease at the time notice of
exercise is given, or on the last day of the term hereof.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------

|(iv) | Compliance with the following procedure for exercise:
|---- | -----------------------------------------------------

| | (aa) Tenant
shall, not less than one hundred eighty (18 0) days prior to the last day  of the term
hereof, give Landlord written notice irrevocably exercising the  Option; provided,
however that Tenants 180-day period shall not run until  Landlord shall have
delivered to Tenant a written notice stating that  Tenants 180-day exercise period
shall begin to run within thirty (30) days  of the date of Landlords notice;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (bb) In
lieu of executing a new Lease, each party shall, at the request of the other,  execute a
written memorandum hereof, acknowledging the fact that the Option has  been exercised and
otherwise complying with the requirements of law for an  effective memorandum of this
Lease.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b)
The Options may not be exercised or assigned involuntarily by or to any person
or entity other than Tenant, nor shall the Options be assignable apart from this
Lease, without Landlords prior written consent.

(c)
The Fixed Rent for the Premises during each respective Option Period shall be
increased by 15% over the Fixed Rent payable as of the last day of the Term
immediately preceding such Option Period.

ARTICLE 4
FIXED RENT

4.1
Payment. From and after the Rent Commencement Date and continuing thereafter
during the Term, Tenant shall pay to Landlord, at the address in Article 1 or
such other address as Landlord designates hi writing, fixed rent as calculated
pursuant to this Paragraph 4.1 (the Fixed Rent! on the first day of
each month, in advance. As of the Rent Commencement Date, Fixed Rent shall be
equal to the sum of (a) $36,000.00 per annum, and (b) (the numerical sum of the
interest rate for the loan from Tenant which Landlord obtains in order to
construct the Building in accordance with Exhibit C and three and
one-half percent (3.5%)) times (the principal amount of the construction loan
obtained by Landlord to construct the Building). For example, assuming that the
cost of the Building is $500,000.00 and Tenant makes a loan to Landlord in the
principal sum of $500,000.00 with interest payable at six percent (6%) per
annum, then Fixed Rent for the first five (5) years would be calculated as
follows: $36,000.00 + [(.035+.06) X $500,000.00] = $83,500.00 per annum. In the
foregoing example, monthly Fixed Rent shall be $6,958.33. The foregoing is
merely an illustration of the calculation of Fixed Rent and is not a
representation by Tenant that Tenant would make a loan to Landlord in such
principal sum or at an interest rate of 6% per annum. Fixed Rent shall be
increased on the first day of the sixth Lease Year by 15% and shall be increased
at the beginning of each Option Period as provided in Paragraph 3 A(c) above. If
the Rent Commencement Date occurs on a day other than the first day of a month,
then the Fixed Rent for the fraction of the month starting with the Rent
Commencement Date shall be paid on the Rent Commencement Date, prorated on the
basis of the actual number of days in such month. If the Term hereof ends on a
day other than the last day of a month, then the Fixed Rent for the month during
which the expiration occurs shall be prorated on the basis of the actual number
of days in such month. In addition to the Fixed Rent commencing as of the Rent
Commencement Date, Tenant shall pay Common Area Operating Costs (as those terms
are described in Paragraph 5.1). The Fixed Rent, Common Area Operating Costs,
and any other monetary obligations due Landlord under the Lease are hereinafter
referred to collectively as the Rent. The Rent shall be payable to
Landlord, in lawful money of the United States of America, in currently
available funds at the address for Landlord set forth in Article 1 (or to such
other place as Landlord may from time to time designate in writing), without
notice, demand, offset, deduction or setoff.

# 



ARTICLE
5 COMMON AREA MAINTENANCE

5.1 Common Area Operating Costs; Definitions.

(a)
The term Common Area Operating Costs means the sum of all expenses
paid or incurred by Landlord in connection with the operation, maintenance,
repair, alteration and periodic replacement of any part or portion of the
improvements maintained by Landlord in the Common Areas (that are not paid
directly by, or separately metered or otherwise chargeable to, individual
tenants), during the calendar year (the Calendar Year\ including,
without limitation, the Common Area Operating Costs allocable to the Premises
pursuant to the REA. Without limiting the generality of the foregoing, the
Common Area Operating Costs shall include:

|(i) | electricity,
water, gas, sewers, refuse collection and all other utilities and utility services;
|--- | ------------------------------------------------------------------------------------------------

|(ii) | all
utility taxes, charges or similar impositions;
|---- | --------------------------------------------------

|(iii) | rental
paid for leased machinery, tools, equipment and motor vehicles used in connection
therewith;
|----- | ---------------------------------------------------------------------------------------------------

|(iv) | maintenance
and repair of electrical services and resurfacing and repainting of  buildings and
parking lots, restriping, repairs to parking lots, sidewalks and  pedestrian passageways,
cleaning, sweeping and janitorial, services,  landscaping, light fixture and bulb
replacement, trash and refuse receptacles,  directional signs and markers, and car stops;
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(v) | insurance
premiums and deductibles (for the policies referred to in Paragraph  14.3) and
alterations or replacements of capital improvements in the Common  Areas required by
Landlords insurance carriers, or any of them, as a  condition to the issuance or
continuance of such insurance;
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(vi) | the
services of independent contractors including the services of any person,  firm or
corporation selected by Landlord to maintain the Common Areas, on such  terms and
conditions and for such duration as Landlord shall, in its sole  judgment, deem
reasonable and appropriate;
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(vii) | compensation
(including employment taxes, workers compensation premiums  and fringe benefits) of
all persons, whether or not directly employed by  Landlord, performing duties in
connection with the operation, maintenance,  repair and periodic replacement of any part
or portion of the improvements  and/or Associated Personal Property in the Common Areas;
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(viii) | legal
and accounting services engaged by Landlord for the Common Areas;
|------ | -----------------------------------------------------------------------

|(ix) | "Landlord's
Taxes" (as hereinafter defined);
|---- | --------------------------------------------

|(x) | the
cost and expense associated with maintaining, repairing, and insuring  Westridge Center
retention ponds, Westridge Center identification signs, and the  Westridge Center buffer
wall and the cost and expense of Westridge Center  security, if any (collectively, the
Westridge Center Common  Improvements); and
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(xi) | any
other expenses or charges of whatsoever kind, whether or not hereinabove  described,
which, in accordance with generally accepted accounting or management  principles, would
be considered an expense of operating, maintaining, repairing  and periodically replacing
any part or portion of the Common Areas or the  capital improvements and/or Associated
Personal Property located or used in the  Common Areas, plus ten percent (10%) of all
Common Area Operating Costs to cover  Landlords administrative and overhead costs,
and to compensate Landlord  for supervision of the operation, maintenance and repair and
periodic  replacement of any part or portion of the Common Areas.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# 

| | Common Area
Operating Costs shall not include
| | ---------------------------------------------

|(i) | the
costs of special services rendered to individual tenants (including Tenant)  for which a
special charge is made to such tenants;
|--- | ------------------------------------------------------------------------------------------------------------------------------------

|(ii) | any
costs borne directly by Tenant under this Lease;
|---- | ----------------------------------------------------

|(iii) | Landlords
ground rent, if any; and
|----- | -----------------------------------

|(iv) | interest
or amortization paid by Landlord in connection with any loan or loans  secured by the
real property of which the Premises are a part, unless said loans  are made to finance
costs expressly included above in the definition of Common  Area Operating Costs.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b)
The term "Estimated Common Area Operating Costs" means the  monthly estimates
of  Tenants Proportionate Share of Common Area Operating Costs  for each Lease Year
to  be given by Landlord to Tenant pursuant to the terms  hereof.

(c)
The term "Landlord's Taxes" means and includes all real and personal property
taxes, charges and assessments, water and sewer rents, taxes on parking, and all  other
taxes, assessments, charges and fees of any description, general and  special, which are
levied, assessed upon or imposed by any governmental  authority during any Calendar Year
with respect to the Westridge Center Common  Improvements, and any tax which shall be
levied or assessed to or in lieu of  such real or personal property taxes (including any
value added tax or municipal  income tax), and any license fees, commercial rental tax or
other tax upon  rents, the entering into of leases, or Landlords business of
leasing or  operating the Premises, including all costs and fees incurred by Landlord in
contesting Landlords Taxes and/or negotiating with the public authorities  as to
same; provided, however, that the term Landlords Taxes shall not
include any federal or state income tax, capital gains tax or any  franchise, estate or
inheritance taxes. The term Landlords  Taxes shall also include any
tax, fee, levy, assessment or charge (i) in  substitution, partially or totally, of any
tax previously included within the  definition of Landlords Taxes, or (ii) which is
imposed as a result of a  transfer, either partial or total, of Landlords interest
in the Premises  or any part thereof or which is added to a tax or charge hereinbefore
included  within the definition of Landlords Taxes by reason of such transfer, or
(iii) which is imposed by reason of this transaction, any modifications or changes
hereto, any transfers hereof, or any modifications of the Common Areas on the Premises
or any portion thereof.

5.2
Payment of Tenants Proportionate Share. Tenant shall pay Tenants
Proportionate Share of the Common Area Operating Costs as described in this
Article 5. Tenant shall pay to Landlord, in advance, on the first day of each
calendar month commencing on the Rent Commencement Date, an amount estimated by
Landlord, from time to time, as being one-twelfth (1/12) of Tenants
Proportionate Share for such Calendar Year. Thereafter, within one hundred
twenty (120) days after the end of each Calendar Year, Landlord shall deliver to
Tenant a written statement setting forth the amount of Tenants
Proportionate Share of the actual Common Area Operating Costs for such Calendar
Year. If the aggregate payments made by Tenant for any such Calendar Year exceed
the amount of Tenants Proportionate Share for such Calendar Year, such
excess shall be applied as a credit against future payments to be made by Tenant
under this paragraph. If the aggregate payments made by Tenant for any such
Calendar Year are less than the amount of Tenants Proportionate Share for
such Calendar Year, Tenant shall, immediately upon demand therefor, pay Landlord
the amount of any such deficiency. Notwithstanding the foregoing, subsequent
adjustments regarding a particular Calendar Year may be made by Landlord as a
result of information not available or expenses not determined or determinable
at the time Tenant was originally billed for such Common Area Operating Costs at
any time during the two (2) year period immediately succeeding such Calendar
Year. In the event that the Commencement Date is other than the first day of a
full calendar month, the first monthly payment shall be a prorata amount of a
full monthly contribution. In the event that this Lease should end on any date
other than the last day of a Calendar Year, Tenants Proportionate Share
shall be adjusted on the basis of the ratio which the number of days which have
elapsed from the commencement of the said Calendar Year to the later of the date
on which this Lease terminates or Tenant otherwise surrenders possession of the
Premises bears to 365. Tenants obligation to pay Tenants
Proportionate Share shall survive termination or earlier expiration of this
Lease.

5.3
Landlords Records. Landlord shall keep and maintain customary records of
all expenses incurred in connection with Common Area Operating Costs, and the
same shall, upon at least ten (10) days written notice, be made available
for inspection by Tenant during regular business hours at the offices of
Landlord, provided that such inspection shall not occur more than once during
any twelve (12) month period. If Tenant does not dispute the same in writing
within one (1) year of receiving the annual written statement setting forth the
amount of Tenants Proportionate Share of the actual Common Area Operating
Costs for such Calendar Year, Tenant shall have irrevocably waived its right to
dispute such determination or calculation.

# 

# 

ARTICLE 6
UTILITIES

Commencing
on the Commencement Date and continuing throughout the Term hereof, Tenant, at
Tenants sole cost and expense, shall pay directly, prior to delinquency,
all charges, duties and rates of every description for water, gas, telephone and
trash removal services, and all other services and utilities supplied to the
Premises, together with any taxes or surcharges thereon. Landlord shall not be
liable for, and Tenant shall not be entitled to, any abatement or reduction of
Rent by reason of any interruption or reduction in the amount or level of any of
the foregoing when such failure or reduction is caused or mandated by accident,
breakage, repairs, strikes, lockouts or other labor disturbances or labor
disputes of any character, or any law, regulation, rule, ordinance or court
order limiting or restricting the availability, use or consumption of utility
items, or by any other cause, similar or dissimilar. Landlord shall not be
liable under any circumstances for any loss of or damage or injury (including
death) to the person, property or business of Tenant, or any other person,
however occurring, through or in connection with or incidental to the
interruption or discontinuance of any of the utilities or services described in
this Article 6.

# 

ARTICLE 7
USE OF PREMISES, COMPLIANCE WITH LAW

7.1 Use. Tenant shall use and occupy the Premises, as and for the use specified in
Paragraph 1.4. Tenant shall not use or occupy the Premises for any other purpose
whatsoever absent Landlords prior written consent, which consent shall not
be unreasonably withheld or delayed. Tenant shall not use or occupy the Premises
or the Common Areas in violation of law, and shall immediately discontinue any
use of the Premises or the Common Areas which is declared by any governmental
authority having jurisdiction to be a violation of law. Landlords failure
to object to such use shall not constitute a consent to a use which constitutes
such a violation. Tenant, at its sole cost and. expense, shall promptly comply
with any directive of any governmental authority having jurisdiction which shall
impose any duty upon Tenant or Landlord with respect to the Premises, or the use
or occupation thereof. In no event shall Tenant place a load upon any floor of
the Premises exceeding the floor load per square foot area which such floor was
designed to carry and which is allowed by law.

7.2 Increased Risk. Tenant shall not do anything in or upon the Premises which may
be prohibited by any insurance policy in force carried by Landlord or Tenant,
from time to time, covering the Shopping Center or any portion thereof,
including the Premises. If Tenants occupancy or conduct of business in or
upon the Premises (whether or not Landlord has consented to the same) results in
any increase in premiums for (or calculation of) the insurance carried from time
to time by Landlord with respect to the Shopping Center, Tenant shall, at
Landlords option, either cease such use or conduct, immediately, or pay
any resulting increase in premium upon demand therefor from Landlord. In
determining whether increased premiums or cancellation are a result of
Tenants occupancy of the Premises, the written determination of the
insurer shall be conclusive. Tenant shall promptly comply with all reasonable
requirements of the insurance authority or of any insurer now or hereafter in
effect relating to the use and/or maintenance of the Premises.

7.3 Acceptance. Tenant acknowledges that neither Landlord nor any agent of Landlord
has made any representation or warranty with respect to the Premises and/or the
Shopping Center or any portion or aspect thereof, or with respect to the
suitability or fitness thereof for the conduct of Tenants business or for
any other purpose. There shall be a conclusive presumption that the Premises and
the Shopping Center are in good and satisfactory condition on the Rent
Commencement Date.

7.4 Use Restrictions. Tenant hereby acknowledges that it has read the REA and agrees to be
bound by all of the terms and conditions set forth therein.

7.5 Exclusive Use. During the Exclusive Protection Period (as that term is defined
below), Tenant shall have the exclusive right to operate a full service retail
bank in Westridge Center. Tenants exclusive shall not apply to parcels in
Westridge Center not owned by Landlord or to tenants of Landlord, whose leases
predate this Lease. For a period of four (4) years from the Rent Commencement
Date (the Exclusive Protection Period), Landlord shall not enter
into any leases in Westridge Center which would permit the tenant thereunder to
use its premises primarily as a full service retail bank.

ARTICLE
8 ALTERATIONS

8.1 Alterations. Except as hereinafter set forth, Tenant shall make no alterations,
additions or improvements (collectively, Tenant Changes) to the
Premises (including the Common Areas) or the Building affecting the outside
appearance of the Premises or the Building, and/or structural alterations of any
kind, and/or alterations affecting basic plumbing, air conditioning, electrical
or rife safety systems shared with the Common Areas or other tenants
premises, without Landlords prior written consent, which consent shall not
unreasonably be withheld or delayed. Tenant Changes (including any air
conditioning equipment or devices installed in or upon the Premises) shall
become the property of Landlord and shall be surrendered with the Premises, as a
part thereof, at the end of the term or earlier termination hereof; except that
Tenant shall, at the request of Landlord, remove any vaults installed in the
Premises. Tenant hereby covenants that, before commencing any Tenant Changes,
Tenant shall give Landlord at least twenty (20) business days written
notice of the proposed commencement of such work (to afford Landlord an
opportunity to post appropriate notices of nonresponsibility). Tenant covenants
and agrees that all alterations done by or pursuant to the direction of Tenant
shall be performed expeditiously, in a good and workmanlike manner, in full
compliance with all laws, rules, orders, ordinances, directions, regulations and
requirements of all governmental agencies, offices, departments, bureaus and
boards having jurisdiction, in full compliance with the rules, orders,
directions, regulations, and requirements of the Insurance Service Office or any
similar body, and in a manner so as to minimize interference with pedestrian and
vehicular traffic and other businesses in the Shopping Center. The provisions of
this Lease are intended fully to govern the rights and obligations of Landlord
and Tenant as they relate to the need for repairs to the Premises. Accordingly,
Tenant waives and releases its right to make repairs at Landlords expense
or to quit the Premises under Sections 1941, 1942(a) and 1932(1) of the
California Civil Code or any similar law, ordinance or regulation which may now
exist or hereafter be enacted or enforced which confers upon Tenant the right to
make any repairs to the Premises of the type allocated to Landlord by this
paragraph, whether or not for the account of Landlord, or to terminate this
Lease because of Landlords failure to keep the Premises or the Shopping
Center in good order, condition and repair.

8.2 Other Tenant Changes. If any alteration, addition, replacement or change to the
Premises shall be required by law or the requirements of any insurance company
(as a condition to the issuance or continuation of insurance coverage without
increase in Premium) for any reason including (i) Tenants failure to
maintain the Premises in the manner required hereby, (ii) Tenants use of
the Premises, a change in the manner or mode of Tenants use of the
Premises, or the location of partitions, trade fixtures, merchandise or other
contents of the Premises, or (iii) any requirement of law or ordinance or other
requirement of any government or other authority, then such alterations,
additions, replacements or changes shall be promptly made and paid for solely by
Tenant in accordance with Paragraph 8.1.

# 

ARTICLE9
LIENS AND ENCUMBRANCES

Tenant
covenants and agrees to keep the Premises, the Building and the Shopping Center,
and Tenants leasehold interest therein, free from any mechanics
liens or other encumbrances arising out of work or materials claimed to have
been furnished to Tenant. Tenant shall discharge any and all of such liens and
encumbrances, by payment, bond or otherwise, within ten (10) days after filing
thereof, at the cost and expense of Tenant, and Tenant further agrees to defend,
indemnify and hold harmless Landlord from and against any such liens or claims
or actions thereon, together with costs of suit and attorneys fees
incurred by Landlord in connection with any such claims or actions. If any such
liens are filed, Landlord may, without waiving its rights and remedies based on
such breach of Tenant and without releasing Tenant from any of its obligations,
cause such liens to be released by any means it shall deem proper, including
payment in satisfaction of the claims giving rise to such liens. Tenant shall
reimburse Landlord, within ten (10) days after demand therefor, for any sum paid
or incurred by Landlord to remove such liens.

ARTICLE
10
TAXES ON THE PREMISES AND TENANT'S PROPERTY

10.1 Personal Property Taxes. Tenant shall be liable for, and shall pay prior to
delinquency, all taxes levied against Tenants Property (as that term is
defined below) and any other personal property of whatsoever kind and to
whomsoever belonging, located or installed in or about the Premises, commencing
on the date Tenants Property or such other personal property is placed in
or about the Premises. Upon demand by Landlord, Tenant shall furnish Landlord
with evidence satisfactory to Landlord of payment thereof. The term Tenants
Property shall mean all interior signs, trade fixtures, furniture and
equipment and other movable items installed or placed on the Premises by or at
the direction or with the consent of Tenant, regardless of ownership. If any
taxes on Tenants Property or other personal property are levied against
Landlord or Landlords property and if Landlord pays the same (which
Landlord shall have the right to do regardless of the validity of such levy, but
only under proper protest if requested in writing by Tenant), or if the assessed
value of Landlords property is increased by the inclusion therein of a
value placed upon Tenants Property or such other personal property, and if
Landlord pays the taxes based upon such increased assessment (which Landlord
shall have the right to do regardless of the validity thereof, but only under
proper protest in writing if requested by Tenant), Tenant shall repay to
Landlord, within ten (10) days after demand therefor, the taxes so paid by
Landlord and any expenses incurred by Landlord in connection therewith, together
with interest thereon at the Lease Rate (as defined in Paragraph 20.9) In
any such event Tenant shall have the right, in the name of Landlord and with
Landlords full cooperation, but at no cost to Landlord, to bring suit in
any court of competent jurisdiction to recover the amount of any such taxes so
paid under protest, and any amount so recovered shall belong to Tenant.

10.2 Real Property Taxes. Tenant shall pay the real property taxes, as defined below,
applicable to the Premises and the Building and improvements thereon during the
entire term of this Lease, including all Option Periods. All such payments shall
be made prior to the delinquency date. Tenant shall promptly furnish Landlord
with satisfactory evidence that such taxes have been paid. If any such taxes
paid by Tenant cover any period of time after the expiration of the Term,
Tenants share of such taxes shall be equitably prorated to cover only the
period of time within the tax fiscal year during which this Lease shall be in
effect, and Landlord shall reimburse Tenant to the extent required. If Tenant
shall fail to pay any such taxes, Landlord shall have the right to pay the same,
in which case Tenant shall repay such amount to Landlord with Tenants
monthly installment of Fixed Rent together with interest on such amounts at the
Lease Rate (as defined in Paragraph 20.9). If the Premises are not separately
assessed, Landlord shall pay all real property taxes on the Premises, and Tenant
shall pay to Landlord, within thirty (30) days after written request therefor,
the real property taxes imposed upon the Premises and the Building. In addition,
Tenant shall pay to Landlord any payments required under any gross receipts,
rental or excise tax on gross income derived by Landlord under this Lease,
regardless of how designated, but excluding federal and state income taxes. As
used herein, the term real property taxes includes any form of real
estate tax or assessment, general or special, ordinary or extraordinary, and any
license fee, commercial rental tax, improvement bond or bonds, and any other
levee, tax or charge (other than inheritance, personal income or estate taxes)
imposed on the Premises or the Building by any authority having the direct or
indirect power to tax, including any city, state or federal government, or any
school, agricultural, sanitary, hospital, fire, street, drainage or other
improvement district thereof, as against any legal or equitable interest of
Landlord in the Premises or in the real property of which the Premises are a
part, as against Landlords right to rent or other income therefrom, or as
against Landlords business of leasing the Premises. The term real
property taxes shall also include any tax, fee, levee, assessment
or charge, in substitution, partially or totally, of any tax, fee, levee,
assessment or charge hereinabove included within the definition of real
property taxes. The term real property taxes shall also
include any and all assessments for services generally provided without charge
to owners and/or occupants of real property prior to the adoption of Proposition
13 by the voters of the State of California in the June 1978 election. Without
limiting the generality of the foregoing, Tenant shall be responsible for, and
the term real property taxes shall include, any increase in real
property taxes which is caused due to (i) any change in ownership of
the Premises or any portion of the real property of which the Premises
constitute a part (as defined in Section 60 et seq. of the California Revenue
and Taxation Code, the regulations promulgated thereunder and any amendments or
successor statutes or regulations thereto) or (ii) any construction or work of
improvement in the Premises or the Shopping Center.

ARTICLE
11
MAINTENANCE AND REPAIR

11.1 Obligations of Landlord. Landlord shall keep in good order; condition and repair
the structural portions, foundations, exterior walls, canopy, roof, downspouts
and gutters of the Building (excluding all windows, doors, plate glass and
storefronts, and except for damage caused by any act, negligence or omission of
Tenant or its employees, agents, invitees, licensees, contractors or subtenants,
damage or destruction caused by any casualty not required to be repaired under
Article 17 and any condemnation or taking of the Premises or the Shopping Center
governed by Article 18). Such maintenance and repair of the structural portions
and foundations of the Building and the structural members of the roof of the
Building shall be at Landlords sole cost and expense; all other
maintenance and repair described above (including maintenance, repair and
replacement of all portions of the roof of the Building other than the
structural members) shall be included in Common Area Operating Costs and paid by
Tenant pursuant to Article 5. Landlord shall have no obligation to make any
repairs or replacements hereunder until the expiration often (10) days following
written notice from Tenant to Landlord of the need therefor. Tenant waives any
right now or hereafter granted by law to make any repairs under this Paragraph
11.1 upon Landlords failure to do so hereunder or otherwise. Landlord
shall give Tenant at least 48 hours prior verbal notice before entering the
Building to perform Landlords obligations hereunder. Tenant shall provide
Landlord with an emergency contact number for Landlords use when 48 hours
notice is not possible due to emergency circumstances.

11.2 Tenants Obligation to Maintain and Repair Premises. Except for those
portions of the Premises and the Building for which Landlord is responsible
under Paragraph 11.1, Tenant, at Tenants sole cost and expense, shall at
all times keep all portions of the Premises in good order, condition and repair
(including replacements, as and when necessary), including, without limitation,
all plate glass, show cases, storefront parts and moldings, doors, door jams,
door closers, door hardware, fixtures, equipment and appurtenances thereof,
floors, partitions, all electrical, lighting, heating, plumbing and sprinkler
systems, fixtures and equipment, and HVAC. Tenant shall also be responsible for
the repair of any and all damage caused to the Building or any other portion of
the Shopping Center by any act, neglect or omission of Tenant or its employees,
agents, invitees, licensees, contractors or subtenants; the repair of any such
damage shall be made by Tenant, at Tenants cost and expense, within thirty
(30) days of demand by Landlord. If Tenant fails to make such repairs or
commence such repairs and diligently pursue such repairs to completion during
the thirty (30) day notice period, then Landlord shall make such repairs at
Tenants cost and expense, and Tenant shall reimburse to Landlord all such
costs and expenses, together with a management and administration fee of fifteen
percent (15%) of the amount thereof, within ten (10) days after submission by
Landlord to Tenant of a statement of the amount thereof. At Tenants
expense, Tenant shall maintain in force a service and preventive maintenance
contract with an authorized HVAC service company covering all heating,
ventilation and air conditioning equipment serving the Premises, and shall
provide Landlord with a copy thereof prior to commencement of the Term.

ARTICLE
12
ENTRY AND INSPECTION

Tenant
shall permit Landlord, its employees, partners, directors, officers,
representatives, agents and affiliates, at all reasonable times during normal
business hours and at any time in case of emergency: (i) to enter into and upon
the Premises for the purpose of inspecting the same, or for the purpose of
protecting the interest therein of Landlord, or to post notices of
nonresponsibiliry; and (ii) to take all required materials and equipment into
the Premises, and perform all required work therein, including the erection of
scaffolding, props or other mechanical devices, for the purpose of making
alterations, repairs or additions to the Premises or to any portion of the
Common Areas, or for maintaining any service provided by Landlord to Tenant
hereunder, without any payment, rebate or abatement of Rent to Tenant (although
Landlord is under no obligation to make such alterations, repairs or additions
to the Premises or to maintain or provide any services to the Premises, except
to the extent expressly provided elsewhere in this Lease), provided, that
Landlord shall not unreasonably interfere with Tenants operation of its
business on the Premises. Landlord shall give Tenant at least 48 hours prior
verbal notice before entering the Building to perform Landlords
obligations hereunder. Tenant shall provide Landlord with an emergency contact
number for Landlords use when 48 hours notice is not possible due to
emergency circumstances. Tenant shall also permit Landlord and its employees,
partners, directors, officers, representatives, agents and affiliates, upon
request, to enter and/or pass through the Premises or any part thereof, at
reasonable times during normal business hours, to show the Premises to
prospective purchasers, mortgagees, tenants or master or ground lessors of the
Shopping Center or any portion thereof. Landlord and its employees, partners,
directors, officers, representatives, agents and affiliates shall have no
liability to Tenant for any disturbance to Tenant (and Tenant shall have no
right to abate Rent) as a consequence of Landlords exercise of its rights
hereunder. Tenant shall permit all tenants and occupants of the Shopping Center
from time to time have signage on the Pylon Sign to enter the Premises for the
purpose of installing, removing, maintaining or repairing such Pylon Sign, and
Tenant shall not be entitled to any rebate or abatement of Rent in connection
with such entry, and Landlord shall use its commercially reasonable effort to
cause such tenants and occupants not to unreasonably interfere with
Tenants operation of its business on the Premises.

ARTICLE
13
WAIVER AND INDEMNIFICATION

13.1 Waiver. Tenant, as a material part of the consideration to Landlord, hereby
assumes all risk of damage to Tenants Property or injury to Tenants
employees, agents, visitors, invitees and licensees anywhere in the Shopping
Center, including the Premises, and Tenant hereby waives all claims in respect
thereof from any cause whatsoever against Landlord, its agents or employees,
except claims for personal injury or property damage not covered by the
insurance required to be carried by Tenant pursuant to Paragraph 14.1 (and only
to the extent covered by the liability insurance carried by Landlord pursuant to
Paragraph 14.3) which are caused by the failure of Landlord to observe any of
the terms and conditions of this Lease (and such failure persists for an
unreasonable period of time after written notice of such failure) or which arise
from any negligence or intentional misconduct of Landlord, or of its agents or
employees. Landlord shall not be liable to Tenant for any unauthorized or
criminal entry of third parties into the Premises or the Shopping Center, or for
any damage to persons or property, or loss of property in or about the Premises
or the Shopping Center, the parking lot and the approaches, loading docks,
entrances, streets, sidewalks or corridors thereto, by or from any unauthorized
or criminal acts of third parties, regardless of any breakdown, malfunction or
insufficiency of any security measures, practices or equipment that may be
provided by Landlord. Tenant shall immediately notify Landlord in writing of any
breakdown or malfunction of any security measures, practices or equipment
provided by Landlord as to which Tenant has or should have knowledge. Landlord
shall not be liable to Tenant for interference with light or incorporeal
hereditaments or for damage therefrom to Tenant or Tenants property from
any cause. Tenant hereby agrees that in no event shall Landlord be liable for
consequential damages, including injury to Tenants business or any loss of
income therefrom, nor shall Landlord be liable to Tenant for any damages caused
by the act or neglect of any other tenant or their invitees in the Shopping
Center.

13.2
Indemnification. Throughout the Term of this Lease, Tenant hereby agrees to
indemnify, defend, protect and hold Landlord harmless against and from any and
all claims for damages or injury occurring on the Premises, or in connection
with the conduct of its business on the Premises, or from any activity, work or
other thing permitted or suffered by Tenant on the Premises, and shall further
indemnify, defend, protect and hold Landlord harmless against and from any and
all claims arising from any breach or default in the performance of any
obligation on Tenants part to be performed under the terms of this Lease,
or arising from any act, neglect, fault or omission of Tenant, or of its agents,
employees, visitors, invitees and licensees occurring on the Premises or any
part or portion of the Shopping Center, and from and against all costs,
attorneys fees, expenses and liabilities incurred in connection with any
such claims or any actions or proceedings brought thereon; and in case any
action or proceeding be brought against Landlord by reason of such claim,
Tenant, upon notice from Landlord, shall defend the same at Tenants
expense by counsel reasonably satisfactory to Landlord. Tenant agrees to advance
to Landlord the costs of Landlords defense of any matter subject to or
reasonably believed by Landlord to be subject to Tenants indemnity
obligations hereunder, upon Landlords undertaking to repay such advances
with interest at the Lease Rate in the event it is ultimately determined by
appropriate judicial proceedings that such matter was not within Tenants
indemnity obligations hereunder. The provisions of this paragraph shall survive
the expiration or sooner termination of this Lease.

ARTICLE
14
INSURANCE

14.1
Insurance to be Provided by Tenant. At its sole cost and expense, Tenant shall
maintain in full force and effect during the Term 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  Tenant, with a comprehensive single limit of
liability not less than  $5,000,000.00, 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
Tenants indemnity obligations contained in this Lease), broad form  property damage
coverage and products completed operations, owners  protective and personal injury
coverage; (iv) providing for coverage of  employers automobile non-ownership liability;
and (v) if required by Landlord,  providing liquor liability coverage. 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. If, in the opinion of Landlords insurance advisor, the amount or  scope of
such coverage is deemed inadequate at any time during the Term, Tenant  shall increase
such coverage to such reasonable amounts or scope as  Landlords advisor deems
adequate.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(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 Tenant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 Tenant  having any duties or responsibilities in or about the Premises.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

14.2. Landlords Insurance. Landlord shall during the Term maintain in full force
and effect a policy or policies of fire and extended coverage insurance covering
the Building and the Common Area on the Premises, with earthquake and/or flood
coverage if required by Landlord, and such other insurance in such amounts and
covering such other liability or hazards as deemed appropriate by Landlord. The
amount and scope of coverage of Landlords insurance hereunder shall be
determined by Landlord from time to time in its sole discretion and shall be
subject to such deductible amounts as Landlord may elect. Landlord shall have
the right to reduce or terminate any insurance or coverage called for by this
Paragraph 14.2 to the extent that any such coverage is not reasonably available
in the commercial insurance industry from recognized carriers or not available
at a cost which is in Landlords judgment economic or feasible under the
circumstances. The cost of all insurance maintained by Landlord hereunder, or
otherwise on all or any portion of the Shopping Center, shall be included in
Common Area Operating Costs. All insurance proceeds payable under
Landlords casualty insurance carried hereunder shall be payable solely to
Landlord, and Tenant shall have no interest therein.

14.3. Policy Requirements. 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 in which the Shopping Center is located. All Tenants
insurance (other than Workers Compensation) shall name Landlord, and such
other persons or entities as Landlord may from time to time designate, as
additional insureds. Tenants Workers Compensation Insurance shall
contain an employers contingent liability endorsement. Tenant shall
deliver to Landlord certificates of all insurance required to be carried by
Tenant hereunder, showing that such policies are in full force and effect in
accordance with this Article 14. Tenant shall obtain written undertakings from
each insurer under policies maintained by Tenant hereunder to notify Landlord,
and any other additional insured thereunder, at least thirty (30) days prior to
cancellation, amendment or reduction in coverage under any such policy.

14.4. Blanket Coverage. 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.

14.5 Waiver of Subrogation. 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. Landlord and Tenant 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.

ARTICLE 15
ASSIGNMENT AND SUBLETTING

15.1 General Limitations. Except as expressly provided in Paragraphs 15.3 and 15.4,
without Landlords written consent first had and obtained, which consent
Landlord shall not unreasonably withhold, Tenant shall not, either voluntarily
or by operation of law, assign, mortgage, hypothecate or encumber this Lease, or
any interest in this Lease, permit the use of the Premises by any person or
persons, franchises, affiliated companies, licensees or concessionaires, other
than Tenant, or sublet the Premises or any part of the Premises. Any transfer of
this Lease from Tenant by merger, reorganization, liquidation, or the sale,
conveyance, transfer by bequest or inheritance, or other transfer of a
controlling interest in Tenant (whether by transfer of stock, partnership
interest or otherwise) shall constitute an assignment for the purposes of this
Lease. Notwithstanding the foregoing, if Tenant is a corporation whose stock is
regularly traded on a national stock exchange,- or is regularly traded in the
over-the-counter market and quoted on NASDAQ, the transfer of stock, regardless
of quantity, shall not constitute an assignment for the purposes of this Lease.
A consent to one assignment, subletting, occupation or use shall not constitute
a waiver of the necessity of such consent to a subsequent assignment or
subletting, whether by Tenant or any subsequent assignee or subtenant, an shall
not be deemed a release of Tenant from liability for the full performance of all
the terms, conditions and covenants of this Lease on Tenants part to be
performed, whether occurring before or after such consent, assignment or
subletting. Tenant shall reimburse Landlord its actual costs and expenses for
attorneys fees incurred in connection with any proposed sublease or
assignment.

15.2 No Unreasonable Withholding of Consent. In determining whether or not to
consent to the proposed assignment or subleasing, Landlord may consider, among
other factors, whether the proposed sublessee or assignee will use the Premises
for any use other than the use set forth in Paragraph 7.1. the experience of the
proposed sublessee or assignee in operating a business for the use set forth in
Paragraph 7.1, and whether the proposed sublessee or assignee has a net worth
that is adequate in the circumstances and, in any event, not less than that of
Tenant. If Tenant assigns or subleases all or any portion of the Premises on a
basis such that the value of the consideration to be received by Tenant will
exceed the Rent or prorated portion thereof, as the case may be, for such space
reserved in this Lease, then Tenant shall pay to Landlord, upon Tenants
receipt thereof, fifty percent (50%) of the excess of the Rent and all other
consideration paid in connection with or pursuant to the assignment or sublease,
over the rental then due as reserved in this Lease applicable to the assigned or
subleased space. The acceptance of Rent by Landlord from any other person shall
not be construed as a waiver by Landlord of any provision of this Lease, or as a
waiver of the requirement of Landlords consent to any assignment,
subletting or other transfer, or to be a release of Tenant from any obligation
under this Lease. Each assignee or subtenant shall jointly assume all
obligations of the Tenant under this Lease, and shall be and remain liable
jointly and severally with Tenant for the payment of Rent, and for the due
performance of all the terms, covenants and conditions and agreements herein
contained on Tenants part to be performed during the Term; provided,
however, that a subtenant shall be liable to Landlord for Rent only in the
amount set forth in the sublease. Whether or not Landlords consent is
required, no assignment shall be binding on Landlord unless such assignee or
sublessee shall deliver to Landlord a counterpart of such assignment or sublease
(and any related collateral agreements) and an instrument in recordable form
which contains a covenant of assumption by the assignee or sublessee
satisfactory in substance and form to Landlord, consistent with the above
requirements. The failure or refusal of the assignee or sublessee to execute
such an instrument of assumption shall not waiver release or discharge the
assignee or sublessee from its liability.

15.3 Reorganizations and Mergers. Notwithstanding Section 15.1 to the contrary,
Tenant shall be entitled to assign and transfer this Lease without
Landlords prior consent to the surviving corporation in the event of a
merger, reorganization or sale of assets reorganization to which Tenant shall be a party; provided, however, that such subsidiary,
affiliated firm or surviving corporation shall conduct the same business from
the Premises under the same trade name, shall in writing expressly assume all of
the provisions, covenants and conditions of this Lease on the part of Tenant to
be kept and performed, shall have a financial net worth no less than the
financial net worm of Tenant as of the date hereof, adjusted for any increases
in the Consumer Price Index  All Urban Consumers (San
Francisco-Oakland-San Jose Area; Base: 1984 = 100) since the date hereof, and
further provided (unless Tenant shall thereafter cease to exist) that no such
assignment or transfer shall act as a release of Tenant from any of the
provisions, covenants and conditions of this Lease on the part of Tenant to be
kept and performed. In no event shall the Fixed Rent after such assignment or
subletting be less than the Fixed Rent due prior, to the effective date of the
assignment or sublease.

15.4 Effect of Violation. Any assignment, mortgage, pledge, hypothecation,
encumbrance, subletting or license of this Lease, the leasehold estate hereby
created, or the Premises or any portion thereof, either voluntarily or
involuntarily, whether by operation of law or otherwise, or any other action by
Tenant in violation of the restrictions set forth in this Article 15, without
the prior written consent of Landlord first had and obtained therefor, shall be
null and void and shall, at the option of Landlord, constitute a material
default under this Lease.

ARTICLE 16
TRANSFER OF LANDLORD'S INTEREST

In
the event of any transfer or transfers of Landlords interest in the
Premises, other than a transfer for security purposes only, the transferor shall
automatically be relieved of any and all obligations and liabilities on the part
of the Landlord accruing from and after the date of such transfer.

ARTICLE 17
DAMAGE OR DESTRUCTION

17.1 Landlord to Rebuild! If the Premises are damaged or destroyed by fire or
other casualty insured under Landlords casualty insurance carried under
Paragraph 14.3. then Landlord shall repair the damaged or destroyed portions of
the Premises, using reasonable diligence, unless Landlord elects not to repair
as hereinafter provided. If such damage or destruction substantially interferes
with the conduct of Tenants business in the Premises, then a just part of
the Fixed Rent shall be abated, to the extent of such interference reasonably
attributable to such damage or destruction, until substantial completion of such
repairs. Fixed Rent shall abate in its entirety if the Building is so severely
damaged that Tenant cannot, in Landlords and Tenants reasonable
judgment, continue to operate its business in the Premises.

17.2 Landlords Options to Terminate. If (A) fifty percent (50%) or more of the
Gross Leasable Area of the Building is damaged or destroyed by fire or other
casualty insured under Landlords casualty insurance carried under
Paragraph 14.2 (notwithstanding that the Premises may sustain no material
damage), or (B) the Building is damaged or destroyed by casualty so insured and
the cost of repair or replacement equals or exceeds thirty-three percent (33%)
of the actual replacement cost thereof, or (C) the Premises, the Building and/or
the Shopping Center, orany portion thereof, are damaged or destroyed in
whole or in part from any cause or casualty, and Landlord does not actually
receive insurance proceeds sufficient to fund the cost of repair and
restoration, then, in any such event, Landlord may elect, in its sole
discretion, to (1) repair or rebuild the damaged or destroyed portion of the
Premises, Building or Shopping Center or (2) terminate this Lease by giving
written notice of such termination to Tenant. Landlord shall make its election
within thirty (30) days after any such damage or destruction. If Landlord elects
to repair or rebuild, then it shall proceed with reasonable diligence to make
such repairs or rebuilding. Unless Landlord elects to terminate this Lease
hereunder, any damage or destruction to the Premises, the Building and/or the
Shopping Center shall have no effect on this Lease and this Lease shall remain
in full force and effect, the parties waiving the provisions of any statute or
law to the contrary.

17.3 Extent of Landlords Repair and Rebuilding Obligations. If Landlord elects
to repair and rebuild hereunder, then its obligation for such repair and
rebuilding shall be limited to a scope of work not exceeding the original scope
of work for the portions of the Shopping Center repaired and reconstructed
hereunder and Landlords Work as set forth in Exhibit C.
Landlord shall have reasonable control over all design and construction
decisions with respect to such repair and rebuilding; provided, however, that
Landlord shall seek input from Tenant regarding such repair and rebuilding and
shall incorporate Tenants reasonable input into such design and
construction decisions. All costs and expenses for such repair and rebuilding
shall be borne by Landlord. If Landlord elects to repair and rebuild hereunder,
then Tenant shall forthwith replace or repair all of Tenants signs, trade
fixtures, equipment display cases and all other installations made or installed
by Tenant under this Lease, regardless of whether paid for by Landlord or
Tenant. Tenant shall prosecute its work of repair and reconstruction hereunder
with all due diligence and shall reopen for business in the Premises at the
earliest possible time after the event of damage or destruction, so that
Landlord will be deprived of the benefits of Tenants business operations
in the Premises for as short a time as possible.

17.4 Tenant Waivers. Tenant hereby waives any right at law or in equity which it
might have to terminate this Lease on account of any damage or destruction to
the Premises, the Building and/or the Shopping Center, including all rights
under California Civil Code Sections 1932(2) and 1933(4), and any similar or
successor statutes. In the event of any such damage or destruction, the rights,
duties and obligations of the parties shall be governed solely by the applicable
provisions of this Lease with respect thereto.

ARTICLE
18
EMINENT DOMAIN

18.1 Entire or Substantial Taking. If the Premises or the Shopping Center, or any
portion of or interest in either, is taken for any public or quasi-public use
under any statute or by right of eminent domain, or by purchase in lieu thereof,
so that in Landlords judgment a reasonable amount of reconstruction of the
Premises and/or Shopping Center will not result in the Premises being reasonably
suited for Tenants continued occupancy for the uses and purposes for which
the Premises are leased, then this Lease shall terminate as of the date that
possession of the Premises or Shopping Center, or part thereof, or interest
therein is taken.

18.2
Partial Taking. If any part of or interest in the Premises or  the Shopping Center is so
taken and the remaining part thereof or interest  therein is, in Landlords
judgment, after reconstruction of the remaining  Premises or Shopping Center, reasonably
suitable for Tenants continued  occupancy for the purposes and uses for which the
Premises are leased, then this  Lease shall, as to the part of the Premises so taken,
terminate as of the date  possession of such part is taken, and the Fixed Rent then in
effect shall be  reduced in the proportion that the Gross Leasable Area of the part taken
(less  any additions thereto by reason of any reconstruction) bears to the original
Gross Leasable Area of the Premises. Landlord shall, at its own cost and  expense, make
necessary repairs or alterations to the remaining Premises and/or  Shopping Center Common
Area owned by Landlord, so as to constitute the remaining  Premises (or the Building) a
complete architectural unit, provided that (A) the  cost of such work does not exceed the
amount of the award available to Landlord  as a result of the taking, and (B) the scope
of such work shall not exceed that  done by Landlord in originally constructing the
Building and/or the Premises. A  just part of the Fixed Rent shall be abated during such
restoration to the  extent that such restoration substantially interferes with the
conduct of  Tenants business in the Premises.

18.3 Disposition of Award. All compensation or damages awarded or paid for any taking
hereunder shall belong to and be the property of Landlord, whether such
compensation or damages are awarded or paid as compensation for diminution in
value of the leasehold, the fee or otherwise, except that Landlord shall not be
entitled to any award made to Tenant for loss of business or the unamortized
cost of Tenants stock, trade fixtures or leasehold improvements paid by
Tenant. Tenant waives all right to any portion of the award belonging to
Landlord hereunder, and grants to Landlord all of Tenants rights therein.
18.4 Further Assurance. Each party shall execute and deliver to the other all
documents or instruments that may be necessary or appropriate to effectuate the
provisions hereof.

18.5 Tenant Waivers. Tenant hereby waives any right at law or in equity which it
might have to terminate this Lease on account of any taking by condemnation or
power of eminent domain affecting the Premises, the Building and/or the Shopping
Center, including all rights under California Code of Civil Procedure Sections
1265.120 and 1265.130, and any similar or successor statues. In the event of
such a taking, the rights, duties and obligations of the parties shall be
governed solely by the applicable provisions of this Lease with respect thereto.

ARTICLE 19
SIGNS AND AUCTIONS

19.1 Signage. Tenant shall not place or allow to be placed on the exterior of the
Building or any other improvement on the Premises or any exterior door or wall
or the exterior or interior of any window of the Building or any other
improvement on the Premises or any sign, awning, canopy, marquee, advertising
matter, decoration, lettering or other thing of any kind without the prior
written consent of Landlord, which consent shall not be unreasonably withheld.
Any exterior signage shall be installed, maintained and repaired at
Tenants sole cost and expense. All exterior signage shall comply with all
rules, regulations, ordinances and requirements of any and all governmental
agencies having jurisdiction thereof and the terms and provisions of the REA.
Except as otherwise herein provided, Tenant shall have the right, at its sole
cost and expense, to erect and maintain within the interior of the Building all
signs and advertising matter customary or appropriate in the conduct of
Tenants business. Tenant shall at all times during the Term, at its sole
cost and expense, keep its window displays, signs and advertising devices
adequately illuminated continuously during such days and hours as Tenant is
required to be open for business herein and during such additional hours as
Landlord may request, from time to time. Upon the expiration or earlier
termination of this Lease, all signage affixed to the exterior of the Building
shall be removed, at Tenants expense, upon surrender of the Premises, and
Tenant shall repair at Tenants cost any damage occasioned by such removal.

19.2 Auction or Sale. Tenant shall not conduct or permit to be conducted any sale by
auction in, upon or about the Premises or the Common Areas, whether said auction
be voluntary, involuntary or pursuant to any assignment for the benefit of
creditors, or pursuant to any bankruptcy or other insolvency proceeding.

ARTICLE 20
DEFAULTS AND REMEDIES

20.1
Default Defined. The occurrence of any of the following shall constitute a
material default and breach of this Lease by Tenant:

|(a) | The
failure by Tenant to pay any Rent or make any other payment required to be made by Tenant
hereunder within five (5) days of the date when due;
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | The
abandonment (which is deemed to include absence from the Premises for more than ten (10)
days while  in default of any material provision of this Lease);
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) | Tenants
failure to adequately bond or cause to be released any mechanics liens filed
against the Premises within ten (10) days after the date same shall have been filed; or
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(d) | The
failure by Tenant to observe or perform any other provision of this  Lease to be observed
or performed by Tenant, other than those described in  subparagraphs (a), (b) and (c)
above, where such failure continues for thirty (30) days after  written notice thereof by
Landlord to Tenant; provided, however, that if the  nature of such default is such that
it cannot reasonably be cured within such  30-day period, Tenant shall not be deemed to.
be in default if Tenant shall  commence such cure within such period and thereafter
diligently prosecute the  same to completion. Such 30-day notice shall be in lieu of and
not in addition  to any notice required under Section 1161 of the California Code of
Civil  Procedure.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

20.2
Remedies; Termination. In the event of any default by Tenant as set forth in
Paragraph 20.1, then, in addition to any other remedies available to Landlord at
law, in equity or elsewhere under this Lease, all of which rights and remedies
shall be cumulative, with the exercise of one or more rights or remedies not to
impair Landlords right to exercise any other right or remedy (and which
may be exercised with or without legal process as then may be provided or
permitted by the laws of the state in which the Premises are located), Landlord
shall have the immediate option to terminate this Lease and all rights of Tenant
hereunder by giving Tenant written notice of such election to terminate. If
Landlord shall elect so to terminate this Lease, then Landlord may recover from
Tenant:

|(a) | The
worth at the time of award of any unpaid Rent and other charges which had been earned at
the time of such termination; plus
|--- | -------------------------------------------------------------------------------------------------------------------------------

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

|(c) | The
worth at the time of award of the amount by which the unpaid Rent and other  charges for
the balance of the term after the time of award exceeds the amount  of such rental loss
that Tenant proves could reasonably be avoided; plus
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|d) | Any
other amount necessary to compensate Landlord for all the detriment proximately  caused
by Tenants failure to perform its obligations under this Lease, or  which in the
ordinary course of things would be likely to result therefrom,  including attorneys fees
and costs; and
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(e) | At
Landlords election, such other amounts in addition to or in lieu of the  foregoing
as may be permitted from time to time by applicable law.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------

As
used in  subparagraphs (a) and (b) above, the worth at the time of award is
computed by allowing  interest at the Least Rate (as defined in Paragraph 20.91  As used
in subparagraph (c)  above, the worth at the time of award is  computed by
discounting such amount  at the discount rate of the Federal Reserve  Bank of San
Francisco at the time of award  plus one percent (1%). The  amount recoverable by
Landlord pursuant to subparagraph (d)  above shall include,  but is not limited to, any
costs or expenses incurred by Landlord  in maintaining  or preserving the Premises after
such default, preparing the Premises for  reletting to a new tenant, accomplishing any
repairs or alterations to the  Premises for  the purpose of such reletting, repairing any
damage thereto  occasioned by the act or  omission of Tenant, and any other costs
reasonably  necessary or appropriate to relet the  Premises.

20.3 Remedies; Re-entry. In the event of any such default by Tenant and termination
of this Lease by Landlord, upon thirty (30) days written notice to Tenant,
Landlord shall also have the right to re-enter the Premises and remove all
persons and property from the Premises as provided in Paragraph 21.3. Tenant
hereby waives all claims for damages that may be caused by Landlords
reentering and taking possession of the Premises or removing and storing the
property of Tenant as provided in Paragraph 21.3.

20.4 Remedies; Non-termination and Collection of Rent. If Landlord elects not to terminate this Lease as
provided in Paragraph 20.2. this Lease shall continue in full force and effect
In that event, Landlord may enforce all of its rights and remedies hereunder and
at law, including the remedies described in California Civil Code Section 1951.4
and the right to recover Rent and other charges as they come due. However,
Tenant shall continue to have, the right to possession of the Premises, and
Tenant shall have the right to sublet the same with Landlords written
consent which consent (for the purposes of this Paragraph 20.4) shall not
unreasonably be withheld. If Tenant abandons the Premises, no re-entry or taking
possession of the Premises by Landlord shall be construed as an election to
terminate this Lease, nor shall it cause a forfeiture of Rent or other charges
remaining to be paid during the balance of the term herein, unless a written
notice of such intention to terminate be given to Tenant by Landlord.

20.5
No Effect on Indemnification Obligation. Nothing in this Article 20 shall be
deemed to affect or waive Landlords rights to indemnification for
liability or liabilities arising prior to termination of this Lease for personal
injury or property damage under Paragraph 13.2 or any other indemnification
provision contained in this Lease.

20.6 Landlords Default. Landlord shall not be deemed in default hereunder unless Tenant shall have given Landlord
written notice of such default specifying such default with particularity and
Landlord shall thereupon have thirty (30) days in which to cure any default
unless such default cannot reasonably be cured within such period, in which case
Landlord shall not be in default if it commences to cure the default within the
30-day period and diligently pursues the completion of same. In the event of any
default, Tenant agrees that its exclusive remedy shall be an action for damages,
and shall not include a right to terminate this Lease.

20.7 Limitation on Recourse.  If Landlord is in default of this Lease and, as a consequence,
Tenant recovers a money judgment against Landlord, the judgment shall be
satisfied only out of the proceeds of sale received on execution of the judgment
and levy against the right, title and interest of Landlord in the Premises and
out of rent or other income from the Premises receivable by Landlord, or out of
the consideration received by Landlord from the sale or other disposition of all
or any part of Landlords right, title and interest in the Premises and
from no other assets or property of Landlord.

20.8 Notice to Mortgagees and Others. Should Landlord fail to observe or perform any of the covenants or
conditions contained in this Lease, before taking any action asserting the right
to terminate this Lease (whether or not Tenant actually has such a right under
this Lease), Tenant shall give written notice to all ground lessors, mortgagees
and/or beneficiaries of deeds of trust (collectively, lenders) under
instruments recorded against the Premises, setting forth the nature of
Landlords default. Such lenders shall have a reasonable period of time to
cure the default and perform any act which may be necessary to prevent the
forfeiture of this Lease. All payments made, and all acts performed by such
lenders in order to cure, shall be effected to prevent a forfeiture of the
rights of Landlord under this Lease and a termination of this Lease, as if the
payments and acts were performed by Landlord instead of by the lenders. If the
lenders cannot reasonably take the action required to cure Landlords
default without terminating or foreclosing Landlords interest and
acquiring possession of the Premises, the time within which the default must be
cured to avoid a termination or forfeiture of the Lease shall be extended to
include the period of time reasonably required for such lenders to obtain
possession and to effect a cure with due diligence, provided such lenders give
Tenant a written undertaking to cure the default. In the absence of the
lenders express written consent, such an undertaking by the lenders shall
not be considered an assumption by the lenders of Landlords other
obligations under the Lease, and Landlord shallremain solely liable for
the performance of all terms, covenants and conditions of the Lease both prior
and subsequent to the lenders exercise of any right to cure or related
remedy. A lenders exercise of any right to cure or related remedy shall
not in any way constitute a cure or waiver of a breach or default under a ground
lease, note, mortgage, deed of trust or any other instrument given as security.

20.9
Remedies; Interest and Late Charges. Any payment not made when due shall bear
interest at a rate (the Lease Rate) equal to ten percent (10%) per
annum, or the maximum amount allowed by law, whichever is less. Any payment of
Rent not paid when due shall be subject to a late charge of Two Hundred Fifty
Dollars ($250) or five percent (5%) of the Rent then due and payable, whichever
is greater, to reimburse Landlord for its administrative costs and expenses in
notating and processing such late payment. Such late charge will not limit
Landlords right to recover its actual costs of collection or the
exercise of its remedies under this Lease, at law or in equity, in the event of
a default.

ARTICLE 21
SURRENDER OF PREMISES; REMOVAL OF PROPERTY

21.1
Condition Upon Surrender. Upon the expiration or earlier termination of this
Lease, Tenant shall quit and surrender possession of the Premises, the
Building(s) and all improvements located thereon to Landlord in broom-clean
condition, free of all refuse, trash and garbage, and in as good order and
condition as the same were in at the Commencement Date or as the same thereafter
may have been improved by Landlord or Tenant, reasonable wear and tear excepted.
Tenant shall fully repair all damage to the Premises resulting from removal of
Tenants property. In the event of termination prior to the expiration of
the term hereof, Tenant shall remove Tenants property from the Premises in
the manner aforesaid within fifteen (15) days after receipt of written direction
to do so from Landlord. If Tenant shall fail to remove any of Tenants
property as provided herein, Landlord may, but is not obligated, at
Tenants expense, to remove all of Tenants property as provided in
Paragraph 21.2.

21.2
Removal of Property Upon Re-entry. Whenever Landlord shall re-enter the Premises
as provided in this Lease, any Tenants property and any other personal
property of Tenant (or any person claiming through or under Tenant) not removed
by Tenant (or such person claiming through or under Tenant) upon the expiration
of the term of this Lease (or within 48 hours after a termination by-reason of
Tenants default) shall be considered abandoned. Landlord shall give Tenant
whatever notice may legally be required of its right to reclaim any abandoned
property (currently, California Civil Code Section 1980, et seq.) and,
thereafter, Landlord may remove any or all of such items and dispose of the same
in any manner or store the same in a public warehouse or elsewhere for the
account and at the expense and risk of Tenant. If Tenant shall fail to pay the
cost of storing any such property after it has been stored for a period of
ninety (90) days or more, then Landlord may sell any or all of such property at
public or private sale, in such manner and at such times and places as Landlord,
in its sole discretion, may deem proper, without notice to or demand upon
Tenant, for the payment of all or any part of such charges or the removal of any
such property, and shall apply the proceeds of such sale: first, to the cost and
expenses of such sale, including attorneys fees and costs actually
incurred; second, to the payment of the cost or charges for storing any such
property; third, to the payment of any such sums of money which may then or
thereafter be due to Landlord from Tenant under any of the terms hereof plus
interest at the Lease Rate; and fourth, the balance, if any, to Tenant.

ARTICLE 22
ATTORNEYS FEES

22.1
Litigation Between the Parties. In the event suit is brought to enforce or
interpret any part of this Lease, the prevailing party shall be entitled to
recover (as element of its costs of suit, and not as damages) reasonable
attorneys fees and costs incurred therein, and in any appeal in connection
therewith, to be fixed by the court. The* prevailing .party shall be
entitled to recover its costs of suit (whether or not allowable under
California Code of Civil Procedure Section 1033.5), whether or not the suit
proceeds to final judgment. No sum for attorneys fees and costs shall be
counted in calculating the amount of a judgment for purposes of determining
whether a party is entitled to recover its costs or attorneys fees and
costs. The prevailing party shall further be entitled to recover all costs and
fees incurred in connection with the enforcement of any judgment or order issued
in connection with such litigation (including attorneys fees, marshall
fees, garnishment, third party examination, levy fees and costs,
bankruptcy-related fees and costs, and postjudgment motions), and this provision
shall not merge with such judgment and shall survive the entry thereof
Any judgment entered in such action shall contain a specific provision providing
for the recovery of such fees and costs incurred in enforcing such judgment.

ARTICLE 23
WAIVER

The
waiver by Landlord or Tenant 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 as to any subsequent breach of the same or any other term, covenant or
condition herein contained. The subsequent acceptance or payment of Rent
hereunder by Landlord or Tenant, as the case may be, shall not be deemed to be a
waiver of any preceding breach by the other of any term, covenant or condition
of this Lease (other than the failure of Tenant to pay the particular Rent so
accepted) regardless of Landlords or Tenants knowledge of such
preceding breach at the time of acceptance or payment of such Rent.

ARTICLE 24
HOLDING OVER

If
Tenant holds over after the expiration of the term, with or without the express
or implied consent of Landlord, such tenancy shall be from month-to-month only,
and not a renewal hereof or an extension for any further term, and in such case
Rent shall be payable in an amount equal to twice the amount payable by Tenant
during the last month of the term hereof pursuant to and at the times specified
in Articles 4 and 5, and such month-to-month tenancy shall be subject to every
other term, covenant and agreement contained herein. Nothing contained in this
Article 24 shall be construed as a consent by Landlord to any holding over by
Tenant, or as relieving Tenant from liability for any damages which such holding
over may cause Landlord, and Landlord expressly reserves the right to require
Tenant to surrender possession of the Premises to Landlord as provided in
Article 22 forthwith upon the expiration or other termination of the Term.

ARTICLE 25
SUBORDINATION AND ATTORNMENT

This
Lease is subject and subordinate to all ground or master leases, mortgages and
deeds of trust which now affect the Premises and the Shopping Center, and to all
renewals, modifications, consolidations, replacements and extensions thereof. If
the lessor under any such lease or the holder or holders of any such mortgage or
deed of trust shall advise Landlord that they desire or require this Lease to be
prior and superior thereto, upon written request of Landlord to Tenant, Tenant
shall promptly execute, acknowledge and deliver any and all documents or
instruments which Landlord or such lessor, holder or holders deem necessary or
desirable for purposes thereof. Landlord shall have the right to cause this
Lease to be and become and remain subject and subordinate to any and all ground
or master leases, mortgages or deeds of trust which may hereafter be executed
covering the Premises or any renewals, modifications, consolidations,
replacements or extensions thereof, for the full amount of all advances made or
to be made thereunder and without regard to the time or character of such
advances, together with interest thereon and subject to all the terms and
provisions thereof. Within ten (10) business days after Landlords written
request therefor, Tenant shall execute, acknowledge and deliver any and all
documents or instruments requested by Landlord, or that are necessary or proper
to assure the subordination of this Lease to any such mortgages, deeds of trust,
or leasehold estates; provided, however, that the foregoing provisions with
respect to such election of subordination by Landlord shall not be effective
unless the owner or holder of any such mortgage or deed of trust, or the lessor
under any such leasehold estate, shall execute with Tenant a nondisturbance
agreement under which such owner, holder or lessor shall agree that, in the
event of termination of such leasehold estate or upon the foreclosure of any
such mortgage or deed of trust, Tenants quiet enjoyment of the Premises
will not be disturbed so long as Tenant pays Rent and observes and performs all
of the obligations under this Lease to be observed and performed by Tenant.
Tenants failure to deliver such a document or instrument of subordination
within such ten (10) business day period shall, at the option of Landlord,
constitute a material breach or default under this Lease. Notwithstanding
anything to the contrary set forth in this Article 25. Tenant hereby attorns and
agrees to attorn to any Person purchasing or otherwise acquiring the or the
Premises at any sale or other proceeding or pursuant to the exercise of any
other rights, powers or remedies under such mortgages or deeds of trust, or
ground or underlying leases, at their option, as if such Person had been named
as Landlord herein, it being intended hereby that if this Lease is terminated or
otherwise defeated by reason of any act or actions by the owner or holder of any
such mortgage or deed of trust, or the lessor under any such leasehold estate,
then, at the option of any such Person so purchasing or otherwise acquiring the
Premises, this Lease shall continue in full force and effect.

ARTICLE 26  
HEIRS AND ASSIGNS; TIME OF ESSENCE

Subject
to the provisions of Article 15. this Lease is intended to and does bind and accrue to
the benefit of the heirs, executors, administrators, successors and assigns of the
parties hereto. Time is of the essence of this Lease.

ARTICLE
27INTERPRETATION

27.1
Severability. If any term or provision of this Lease, the deletion of which
would not adversely affect the receipt of any material benefit by either party
hereunder, shall be held invalid or unenforceable to any extent, then the
remainder of this Lease shall not be affected thereby and each term and
provision of this Lease shall be valid and enforceable to the fullest extent
permitted by law.

27.2
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 Landlord and Tenant relative to the Premises. All
prior or contemporaneous oral agreements and understandings relative to the
leasing of the Premises are superseded by this Lease.

27.3
Amendment. This Lease may be altered, amended or revoked only by an instrument
in writing signed by both Landlord and Tenant and making specific reference to
this lease.

27.4
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.

27.5
Dependence of Covenants. All obligations of Landlord are dependent upon the
timely performance, without breach, by Tenant of Tenants material
obligations under this Lease.

27.6
Lease Draftsman. This Lease was negotiated between the parties and their
respective counsel and professional advisors, and the parties agree that such
provisions shall be interpreted without reference to the draftsman of the lease
or any portion thereof, because this Lease is a product of all their efforts.

27.7
Landlord and Tenant. The words Landlord and Tenant, as
used herein, include the plural as well as the singular, whenever appropriate.
Words used in the neuter include the masculine and feminine and words in the
masculine or feminine gender include the neuter, whenever appropriate. If more
than one person executes this Lease as Tenant, (i) each of them is jointly and
severally liable for the keeping, observing and performing of each and all of
the obligations hereunder imposed upon Tenant and (ii) the act or notice. from,
or notice or refund to, or the signature of, any one or more of them with
respect to the tenancy or this Lease shall be binding upon each and all of the
persons executing this Lease as Tenant with the same force and effect as if each
and all of them had so acted or so given or received such notice or refund or so
signed.

27.8
Days, Months and Years. Unless otherwise specified, the terms
day(s), month(s) or year(s) when used
herein, refer to calendar day(s), month(s) or year(s), as the case may be.
Notwithstanding any provision of applicable law to the contrary, the term
business days as used in this Lease shall not include Saturdays.
27.9 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 and renewals thereof.

27.10  Including. Use in this Lease of the words "including" or "such as", or words of
similar import, when following any general term, statement or matter shall not
be construed to limit such term, statement or matter to the specific items
mentioned, whether or not language of non-limitation such as without
limitation or but not limited to, or words of similar import,
is used with reference thereto, but rather shall refer to all other items that
could reasonably fall within the. broadest possible scope of such term,
statement or matter.

ARTICLE
28RIGHT OF LANDLORD TO PERFORM

All
covenants and agreements to be performed by Tenant under any of the terms of
this Lease shall be performed by Tenant at Tenants sole cost and expense
and without any abatement of Rent. If Tenant shall fail to pay any sum of money,
other than Rent, required to be paid by it hereunder, or shall fail to perform
any other act on its part to be performed hereunder, and such failure shall
continue beyond any applicable grace period set forth in Article 20, Landlord
may, but shall not be obligated so to do, and without waiving or releasing
Tenant from any obligations of Tenant, make any such payment or perform any such
other act. All sums so paid by Landlord and all necessary incidental costs,
together with interest thereon at the Lease Rate from the date of such payment
by Landlord until the date paid in full by Tenant, shall be payable to Landlord
within ten (10) days of demand. Tenant shall pay any such sums and Landlord
shall have (in addition to any other right or remedy of Landlord) the same
rights and remedies in theevent of the nonpayment thereof by Tenant as in
the case of default by Tenant in the payment of Rent.

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ARTICLE
29NOTICES

Unless
otherwise specified, all notices which Landlord or Tenant may be required or may
desire to give to the other shall be in writing and shall be delivered by
personal service, or by certified mail, return receipt requested, postage
prepaid, or by overnight courier delivery service, in each case addressed to
Landlord at the address for Landlord set forth in Article 1. and to Tenant at
the address for Tenant set forth in Article 1 or, after the Rent Commencement
Date, to Tenant at the Premises whether or not Tenant has departed from,
abandoned or vacated the Premises, or addressed to such other address or
addresses as either Landlord or Tenant may from time to time designate to the
other in writing. Any such notice shall be deemed to have been given for
purposes of this Lease on the date of delivery or, if mailed, on the third
business day after the mailing thereof as hereinabove provided.

ARTICLE
30QUIET ENJOYMENT

Landlord
covenants and agrees that Tenant, upon paying the Rent and all other charges
herein provided for and observing and keeping the covenants, agreements and
conditions of this Lease on its part to be observed and kept, shall lawfully and
quietly hold, occupy and enjoy the Premises during the Term without hindrance or
molestation of anyone lawfully claiming by, through or under Landlord, subject,
however, to the matters set forth in this Lease. Landlord shall not be liable
for any acts of other tenants of the Shopping Center, their employees, invitees
or customers or any other third party.

ARTICLE
31ESTOPPEL CERTIFICATE

At
any time and from time to time upon not less than ten (10) business days
prior notice by Landlord, Tenant shall execute, acknowledge and deliver to
Landlord a statement in writing certifying that this Lease is unmodified and in
full force and effect (or if there have been modifications, that the same are in
full force and effect as modified and stating the modifications), the dates to
which the Fixed Rent and other charges have been paid in advance, if any,
stating whether or not to the best knowledge of the signer of any such
certificate, Landlord is in default in performance of any covenant, agreement or
condition contained in this Lease and, if so, specifying each such default of
which the signer may have knowledge, and setting forth such other information as
Landlord may reasonably request, it being intended that any such statement
delivered pursuant hereto may be relied upon by any prospective purchaser of the
Premises or any interest of Landlord therein, or any prospective mortgagee
thereof or any prospective assignee of any mortgagee thereof or any prospective
master or ground lessor, If Tenant fails to return such estoppel certificate in
accordance with the above, then the copy of the estoppel certificate as
delivered to Tenant for execution shall be deemed to be correct and may be
relied upon.

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ARTICLE
32
BROKERS

Tenant
hereby represents and warrants to Landlord that Tenant has had no dealings with
any real estate broker, agent or finder in connection with this Lease other than
as specified, in of Article 1. and knows of no real estate broker, agent or
finder who is entitled to a commission or finders fee in connection with
this Lease other than as specified in Article 1. Tenant shall indemnify, defend,
protect and hold Landlord harmless from and against all losses, liabilities,
damages, claims, causes of action and expenses (including attorneys fees)
arising out of the falsity or Tenants breach of the foregoing
representation and warranty.

ARTICLE
33MERGER

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The
voluntary or other surrender of this Lease by Tenant to Landlord, or a mutual
termination thereof, shall not work a merger, and shall at the option of
Landlord operate as an assignment to it of any or all subleases or subtenancies
affecting the Premises. Furthermore, no termination of any ground lease or
master lease shall work a merger and shall, at the option of the ground lessor
or master lessor, operate as an assignment of any subleases or subtenancies.

ARTICLE
34
LANDLORD RESERVATIONS

Landlord
reserves the right from time to time in Landlords sole and absolute
discretion:

(a) To make changes to the structure, location, size and configuration of the Common
Areas, and to grant exclusive licenses and/or leases with respect to the use of
and/or occupancy of any portions of the Common Areas; provided, however, in no
event shall Landlord reduce the number of parking spaces on the Premises or make
any changes to the Common Areas which would materially impact access to and from
the Premises or visibility of the Premises without the prior written consent of
Tenant;

(b) To close temporarily any of the Common Areas for maintenance
purposes or to construct additional improvements in the Shopping Center (but not
on the Premises) or to demolish existing improvements in the Shopping Center
(but not on the Premises), so long as reasonable access to the Premises remains
available in the Common Areas;

(c) To expand or contract the Shopping Center by
adding buildings and improvements or demolishing buildings and improvements,
even though such additions or deletions may vary the availability of parking
spaces within the Common Areas;

(d)  To use the Common Areas while engaged in making additional
improvements, repairs or alterations to buildings in the Shopping Center, or any
portion thereof;

(e) To establish, promulgate and enforce rules and regulations concerning the
Common Areas for the proper and efficient management, operation, maintenance and
use-thereof, or in order to comply with new or superseding governmental laws,
rules or regulations. Such Rules and Regulations may be canceled, changed,
modified and/or supplemented from time to time by Landlord. Upon dissemination
of the same to Tenant, such Rules and Regulations shall be deemed fully
incorporated herein, and a breach of the same by Tenant shall constitute a
default hereunder. Landlord shall enforce the Rules and Regulations without
discrimination and impartially among all tenants similarly affected. However, in
the event of any disagreement or inconsistency between the Rules and Regulations
and this Lease as interpreted without such incorporation, the Lease as so
interpreted shall control.

ARTICLE
35
HAZARDOUS OR INFECTIOUS SUBSTANCES

35.1
Covenants of Tenant. .Tenant represents, warrants and covenants as follows:

(a)
No Hazardous Substance (as defined below) may be brought upon, used, kept or
stored in, on, about or under the Premises or anywhere else in the Shopping
Center by Tenant, its agents, representatives, employees, contractors or
invitees, without the prior written consent of Landlord (which consent Landlord
shall not unreasonably withhold as long as Tenant demonstrates to
Landlords satisfaction that such Hazardous Substance is necessary or
useful to Tenants business and will be brought upon, used, kept and stored
in a manner which complies with all Environmental, Health and Safety
Requirements [as defined below] regulating such Hazardous Substance, and with
the highest standards prevailing in the industry for such Hazardous Substance).

(b)
If any Hazardous Substance is brought upon, used, kept or store in, on, about or
under the Premises or the Shopping Center by Tenant, then Tenant shall do so in
a manner which complies with all Environmental, Health and Safety Requirements
regulating such Hazardous Substance and with the highest standards prevailing in
the industry for such Hazardous Substance. Without limiting any of the other
obligations of Tenant set forth in this Lease, Tenant shall, at its own cost and
expense, procure, maintain in effect and comply with all conditions and
requirements of any and all permits, licenses and other governmental and
regulatory, approvals or authorizations required under any Environmental, Health
or Safety Requirement in connection with the bringing, use, keeping and storage
of such Hazardous Substance in, on, about or under the Premises or the Shopping
Center. Tenant shall submit to Landlord copies of all such permits, licenses, or
other governmental or regulatory approvals or authorizations within five (5)
business days of its receipt thereof.

(c)
Upon written demand by Landlord in any instance in which the presence of any
Hazardous Substance on the Premises or in the Shopping Center was caused or
permitted by Tenant without Landlords prior written consent, Tenant shall
promptly remove and dispose of the same at Tenants sole cost and expense
and in compliance with all applicable Environmental, Health and Safety
Requirements. If the presence of any Hazardous Substance in, on, about or under
the Premises or the Shopping Center caused or permitted by Tenant results in any
contamination of the Premises or the Shopping Center or the surrounding
environment, Tenant shall promptly take all actions at its sole cost and expense
as are necessary to return the Premises or the Shopping Center or the
surrounding environment to the condition existing prior to such contamination
(Remediation): provided, however, that Tenant shall not
undertake any Remediation without first providing Landlord with -written notice
thereof and obtaining Landlords approval thereof. Tenant shall carry out
any Remediation in a manner which will minimize the impact on the businesses
conducted by other tenants in the Shopping Center and in a manner which complies
with all Environmental, Health and Safety Requirements. Further, Tenant shall
not undertake any Remediation, nor enter into any settlement agreement, consent
decree or other compromise with respect to any claims relating to any Hazardous
Substance in any way connected with the Premises or the Shopping Center without
first notifying Landlord of Tenants intention to do so and affording
Landlord ample opportunity to appear, intervene or otherwise appropriately
assert and protect Landlords interest with respect thereto.

(d)
Upon the expiration or early termination of the Term, Tenant shall cause to be
removed from the Premises or the Shopping Center, as appropriate, all Hazardous
Substances brought upon, used, kept, or stored in, on, about or under the
Premises or the Shopping Center by Tenant, as well as all receptacles or
containers therefor, and shall cause such Hazardous Substances and such
receptacles or containers to be stored, treated, transported and/or disposed of
in compliance with all applicable Environmental, Health and Safety Requirements.
Any Hazardous Substances or receptacles or containers therefor which Tenant
causes to be removed from the Premises or the Shopping Center shall be removed
solely by duly licensed haulers and transported to and disposed of at duly
licensed facilities for the final disposal of such Hazardous Substances or
receptacles or containers therefor reflecting the legal and proper removal,
storage, treatment, transportation and/or disposal thereof. Tenant shall, at its
sole cost and expense, repair any damage to the Premises or the Shopping Center
resulting from Tenants removal of such Hazardous Substances and
receptacles or containers therefor. Tenants obligation to pay Fixed Rent
and all other charges shall continue until such removal by Tenant has been
completed to Landlords satisfaction, notwithstanding the expiration or
early termination of the term of this Lease.

(e) Tenant shall notify Landlord in writing immediately upon becoming aware of:

(i)
any enforcement, cleanup, remediation or other action threatened, instituted or
completed by any governmental or regulatory agency or private person with
respect to the Premises or the Shopping Center relating to Hazardous Substances;

(ii) any claim threatened or made by any person against Tenant or the
Premises or the Shopping Center for personal injury, property damage, other
losses, contribution, cost recovery, compensation or any other matter with
respect to the Premises or the (name of shopping complex) relating to
 Hazardous Substances;

(iii)
any reports made by or to any governmental or regulatory agency with respect to
the Premises or the Shopping Center relating to Hazardous Substances, including
any complaints, notices or asserted violations in connection therewith; and

(iv)
any other information with respect to the Premises or the Shopping Center
relating to Hazardous Substances.

Further,
Tenant shall also supply to Landlord as promptly as possible, and in any event
within five (5) business days after Tenant first receives or sends the same,
copies of all claims, reports, complaints, notices, warnings, asserted
violations or other documents relating in any way to the foregoing.

(f) Landlord and its agents and representatives shall have the right to communicate,
verbally or in writing, with any governmental or regulatory agency or any
environmental consultant on any matter with respect to the Premises or the
Shopping Center relating to Hazardous Substances. Landlord shall be entitled to
copies of any and all notices, inspection reports or other documents issued by
or to any such governmental or regulatory agency or consultant with respect to
the Premises or the Shopping Center relating to Hazardous Substances.

35.2
Indemnification. If Tenant breaches any of its covenants or obligations in this
Article 35. or if the presence of Hazardous Substances on the Premises or the
Shopping Center caused or permitted by Tenant results in contamination of the
Premises or the Shopping Center, or if contamination of the Premises or the
Shopping Center by Hazardous Substances otherwise occurs for which Tenant is
legally liable to Landlord for damage resulting therefrom, or if any lender or
governmental agency requires an investigation to determine whether there has
been any contamination of the Premises or the Shopping Center, then Tenant shall
indemnify, defend, protect and hold harmless Landlord, any subsidiary or
other affiliate of Landlord, and any director, officer, shareholder, employee,
agent, attorney or partner of any of the foregoing, from and against any and all
claims, damages, penalties, fines, costs, liabilities and losses (including
diminution in value of the Premises or the Shopping Center, damages for the loss
or restriction on use of rental or usable space or of any other amenity of the
Premises or the Shopping Center, damages arising from any adverse impact on
marketing of space in the Premises or the Shopping Center, other consequential
damages and sums paid in settlement of claims, attorneys fees,
consultants fees and experts fees) which arise during or after the
Term as a result of such contamination. This indemnification of Landlord by
Tenant includes, without limitation, costs incurred in connection with any
investigation of site conditions or any cleanup, remedial, removal or
restoration work required by any governmental or regulatory agency or any
private person due to the presence of Hazardous Substances at the Premises or
the Shopping Center or in the soil or ground water in, on, about or under the
Premises or the Shopping Center.

35.3
Inspection. If Tenant breaches its covenants or obligations in this Article 35.
or if the presence of Hazardous Substances on the Premises or the Shopping
Center caused or permitted by Tenant results in contamination of the Premises or
the Shopping Center, or if contamination of the Premises or the Shopping Center
by Hazardous Substances otherwise occurs for which Tenant is legally liable to
Landlord for damage resulting therefrom, or if Landlord, any lender or
governmental agency requires an investigation to determine whether there has
been any violation of this Article 35, then Landlord and its agents and
representatives shah1 have the right, at any reasonable time and from time to
time during the term of this Lease, to enter upon the Premises to perform
monitoring, testing or other analyses, and to review any and all applicable
documents, notices, correspondence or other materials which may be in the
possession of Tenant. Further, Tenant shall be obligated to provide Landlord,
within five (5) business days of Landlords request therefor, with copies
of all such applicable documents which may be in Tenants possession but
are not at the Premises. All costs and expenses reasonably incurred by Landlord
in connection therewith shall become due and payable by Tenant upon
Landlords presentation to Tenant of an invoice therefor.

35.4
Definition of Hazardous Substance. As used herein, the term Hazardous
Substance shall mean any substance, material, waste, petroleum product,
contaminant or pollutant determined by any local, regional, state or federal
governmental agency, court, judicial or quasi-judicial body or legislative or
quasi-legislative body pursuant to any Environmental, Health and Safety
Requirement to be hazardous, toxic, infectious, radioactive, ignitable or
flammable, corrosive, persistent or bioaccumulative, explosive, reactive or
otherwise dangerous.

35.5
Definition of Environmental, Health and Safety  Requirement. As used herein, the term
Environmental, Health and Safety  Requirement shall mean any law, statute,
ordinance, rule, regulation,  order, judgment or decree promulgated by any local,
regional, state or federal  governmental agency, court, judicial or quasi-judicial body
or legislative or  quasi-legislative body which relates tomatters of the
environment, health,  industrial hygiene or safety.

35.6
Survival. The representations, warranties,  covenants, agreements and indemnities of
Tenant set forth in this Article 35  shall survive the expiration or earlier termination
of this Lease and shall not  be affected by any investigation, or information obtained as
a result of any  investigation, by or on behalf of Landlord or any prospective lessee.

IN
WITNESS WHEREOF, the parties hereto have executed this Lease as of the Execution
Date.

LANDLORD:

ANTHONY
SAMMUT and CHRISTINE SAMMUT, 
Trustees of the Anthony & Christine Sammut
Revocable Trust u/t/d February 14, 1992,

By: /s/ ANTHONY SAMMUT
Anthony Sammut 3/2/98
Title: Trustee

By: /s/ CHRISTINE SAMMUT
Christine Sammut 3/2/98
Title: Trustee

# 

# 

TENANT:
CENTRAL COAST BANCORP
By: /s/ J. MCCARTHY
J. MCCARTHY
(typed or printed name)
Title: EVP, COO



EXHIBIT
A[GRAPHIC OMITTED]

EXHIBIT
B[GRAPHIC OMITTED]

EXHIBIT
CWORK LETTER

THIS
WORK LETTER (this Agreement) is made and entered into by and between
Landlord and Tenant as of the Execution Date. The purpose of this Agreement is
to set forth the respective obligations of Landlord and Tenant with respect to
the design and construction of the Building. This Agreement shall be deemed a
part of the Lease to which it is attached. Accordingly, capitalized terms which
are used herein and defined in the Lease shall have the meaning given in the
Lease.

1.
Approval of Plans for Tenant's Improvements.

1.1.
Submittal of Plans.

1.1.1. Tenant's Preliminary Plans. As soon as reasonably possible after
the execution of the Lease, Tenant and Landlord shall meet to review and approve
Tenants Preliminary Plans, which shall include the following:
(i) exterior and interior elevations; (ii) a floor plan; (iii) architectural
finish schedule; (iv) reflected ceiling plans; (v) electrical, mechanical and
plumbing plans; and (vi) outline specifications. If Landlord and Tenant do not
mutually agree upon Tenants Preliminary Plans within ninety (90) days
after the execution of the Lease, then Landlord may terminate the Lease upon
written notice to Tenant.

1.1.2.  Tenant's Final Plans. Within fifteen (15) days after approval of
Tenants Preliminary Plans, Landlord shall cause Landlords architect to prepare
complete plans, specifications and working drawings which incorporate and are
consistent with Tenants Preliminary Plans, as previously approved by
Landlord and Tenant, and which show in detail the intended design, construction
and finishing of all portions of Tenants Improvements, in sufficient
detail for construction (Tenants Final Plans). If Landlord and
Tenant do not mutually agree upon Tenants Final Plans within thirty (30)
days after the approval of Tenants Preliminary Plans, then Landlord shall
have the right to terminate this Lease upon written notice to Tenant.

2.
Standard of Construction. The construction of the Building shall comply with all
applicable laws, codes, rules and regulations of all governmental and quasi-
governmental authorities with jurisdiction. Landlord shall not change any
portion of the Building from the description thereof contained in Tenants
Final Plans, as approved by Landlord, unless Tenant first obtains Tenants
written approval, which approval shall not be unreasonably withheld.

3. Commencement and Performance of Tenants Improvements. Landlord shall
commence construction of Tenants Building promptly upon the approval of
Tenants Final Plans. Landlord shall diligently proceed with construction
and shall complete construction of Tenants Building as soon as is
reasonably possible. Tenant shall accept possession of the Building when the
Building is substantially complete. For the purposes of this
Agreement, the Building shall be deemed substantially complete when it is
complete for Tenants use and occupancy subject to the completion of
standard punchlist items and a certificate of occupancy or a temporary
certificate of occupancy is issued. Following the delivery of the Building to
Tenant, Tenant shall install its fixtures and equipment as is necessary to
commence operation in the Premises.