Exhibit 10.19


                         TABLE OF CONTENTS

 1.   DEFINITIONS:
           Lease Year:
Common Area (if any):
           Open Parking Area (if any):
           Controlled Parking Area (if any):
           Floor Area:
           MRWPCA:
           Center:
2.   PREMISES:
3.   TERM OF LEASE:

4.    RENTAL:
5.    CHRONIC DELINQUENCY

 6.   ADJUSTMENT OF FIXED RENT:
 7.   SECURITY DEPOSIT:
 8.   GOVERNMENTAL INTERVENTION:
 9.   DESIGNATIONS, MAINTENANCE, REPAIR AND COST
      REIMBURSEMENT OF COMMON AREAS AND MANAGEMENT
      OF THE CENTER (IF ANY):
10.   PARKING IN OPEN PARKING AREA:
11.   BUSINESS PURPOSE:
12.   COMPLIANCE WITH LAW:
13.   USES AND CLEANLINESS:
14.   ASSIGNMENT AND SUBLETTING:
15.   ACCEPTANCE OF PREMISES /"AS IS" CONDITION:
16.   LIENS:
17.   ACCESSION:
18.   WASTE:
19.   HOLD-OVER TENANCY:
20.   REAL PROPERTY, GLASS AND OTHER INSURANCE:
21.   LIABILITY AND WORKERS' COMPENSATION INSURANCE:
22.   PERSONAL PROPERTY TAXES AND REIMBURSEMENT FOR
      REAL PROPERTY TAXES:
23.   DAMAGE OR DESTRUCTION OF DEMISED PREMISES:
24.   PROHIBITED ACTS:
25.   INSPECTION:
26.   BANKRUPTCY OR INSOLVENCY:
27.   DEFAULT AND REENTRY:
28.   LESSOR-LESSEE LIABILITY:
29.   INTEREST OF DELINQUENCIES:
30.   ATTORNEY'S FEES:
31.   NON-WAIVER OF BREACH:
32.   CONDEMNATION:
33.   UTILITIES:
34.   HEIRS AND ASSIGNS:
35.   NOTICES:
36.   CONSTRUCTION:
37.   LAYOUT OF THE DEMISED PREMISES AND SURROUNDING AREA OWNED
      BY  LESSOR:
38.   NUMBER AND GENDER:
39.   MARGINAL TITLES:
40.   MODIFICATION:
41.   TIME OF ESSENCE:
42.   PAYMENTS NOT IN SUBSTITUTION:
43.   CONVEYANCE BY LESSOR:
44.   SIGNS AND ADVERTISING:
45.   STATEMENT OF LESSEE:
46.   JANITORIAL SERVICE:
47.   SUBORDINATION:
48.   COMPETITION
49.   GOVERNMENT FEES:
50.   LESSEE'S IMPROVEMENTS:
51.   GARBAGE, REFUSE, TRASH, COLLECTION & REIMBURSEMENT:
52.   SPRINKLER SYSTEM:
53.   MERCHANT'S ASSOCIATION:
54.   RIGHT OF FIRST REFUSAL:


55.   TRANSFER FEE:
56.   NO PARTNERSHIP:
57.   HAZARDOUS MATERIALS:
58.   WATER USE/SHORTAGE DISCLOSURE,
      ASSESSMENTS AND FINES:
59.   QUITCLAIM DEED:
60.   RECORDING:
61.   SURRENDER OF PREMISES
62.   LIMITATION TO LANDLORD'S PERSONAL LIABILITY:
63.   ALTERATIONS/IMPROVEMENTS:
64.   AMERICANS WITH DISABILITIES ACT:
65.   NOTICE OF SURRENDER:
66.   REAL ESTATE BROKERAGE FEE:
67.   LESSOR LOAN OR SALE:
68.   ATTORMENT:
69.   MUTUAL WAIVER OF RIGHT OF SUBROGATION:
70.   MISCELLANEOUS PROVISIONS:
      LEASE EXHIBIT "A"
      LEASE EXHIBIT  "B"
      LEASE EXHIBIT "C" - GRAY & BATTEY LEASE AGREEMENT

SUPPLEMENTS & ADDENDUMS

LEASE ADDENDUM "1", "2", "3"
                -    -    -

PERSONAL GUARANTEE

PERCENTAGE RENTAL AGREEMENT

<PAGE>



                        ABSOLUTE NET LEASE

This Lease,  made and  entered  into on the date  appearing  in the
signature block hereof, by and between,
Jeff  Davi &  Anthony  G.  Davi  Jr.  (hereinafter  referred  to as
Lessor),  and  Community  Bank of Central  California,  jointly and
severally,  (hereinafter referred to as Lessee),  without regard to
number or gender.

                            WITNESSETH:
      This Lease shall be absolutely net to Landlord.  Landlord
shall receive all rents free and clear of any taxes, assessments,
liens, charges or expenses of any nature whatsoever incurred in
connection with the ownership or operation of the Tenant spaces
or the entire building and parking lot, except as stated in the
following paragraph.  Tenant shall pay, prior to delinquency, to
Landlord or to the persons or entities respectively entitled
thereto, as the case may be, all taxes, assessments, liens,
charges, utility and service charges, insurance premiums and all
other costs and expenses in connection with the ownership or
operation of the Tenant spaces and the entire building and the
parking lot.  Upon failure of Tenant to pay any of the same,
Landlord shall have the same rights and remedies as otherwise
provided for in this Lease for the failure of Tenant to pay
rent.  In addition Tenant shall maintain building and parking lot
in first class condition throughout the entire term of this
lease, except as stated in the following paragraph.

      It is agreed and understood that the intent of the Lessor
and Lessee in the execution of this lease is that Lessee will
assume all responsibility, managing care and maintenance of the
building in accordance with all of the terms and conditions of
this lease for the initial 10-year term.  During that term,
Lessee shall make any needed replacements improvements or repairs
to the entire building without any exception as they are deemed
needed by the landlord in accordance with the provisions of this
lease. Lessee's responsibility under this lease shall exclude
pre-existing hazardous materials as per paragraph 57 of this
Lease.  Lessees responsibility under this lease shall exclude
pre-existing structural conditions as defined in Appendix "A"
(recommended immediate needs) of the  "Property Condition Report"
dated July 12, 2002 by Professional Service Industries , Inc.
provided that Lessee's use and or actions do not trigger the
requirement that a pre-existing structural condition be repaired,
corrected  or modified.

      Lessor and Lessee both acknowledge and agree that throughout
this lease there are references made to the Lessee reimbursing
the Lessor for items including but not limited to bills,
payments, taxes, insurance costs, repairs, improvements, Lessor
and Lessee agree that any reference to a reimbursement to Lessor
during the initial term of this lease may also mean a payment by
Lessee of a bill, tax, cost, or assessment directly to a vendor
or an entity due payment for such service.  During this initial
term (10 years) it is the intention that Lessor will have no
management fee and receive no reimbursement as set forth in the
lease rather Lessee will pay all costs directly when due on
behalf of Lessor.  Only in the event that Lessee fails to make a
payment and Lessor makes the payment on Lessee's behalf would the
Lessee reimburse to Lessor for such costs, during the initial
term.

      At the expiration of the term as during the option years,
the terms will revert to a triple net lease with Landlord taking
over management and operation of the building and the Lessee will
then reimburse landlord for their prorata share of all triple net
expenses, except as set forth in Lease Addendum No 2 "1st option
to renew".

      The Parties enter into this Agreement to supersede all prior
oral and written agreements affecting the rights, interests and
responsibilities of the Parties in all of the property, to
provide for a term for Tenant's leasehold, to provide for an
option to further extend the term, and otherwise to state all
terms and conditions of the leasehold.

      1.   DEFINITIONS:

           Lease  Year:  For the  purpose of this  Lease,  a "lease
year" is a period  during  the lease term  commencing  on the first
day of the lease term  (except  that if the lease  terms  commences
on a day other  than the first day of a  calendar  month,  then the
"lease  year"  shall   commence  on  the  first  day  of  the  next
succeeding  calendar  month) and  ending at  midnight  twelve  (12)
full calendar months thereafter;  provided,  however, that the last
lease year shall end at the end of the lease  term,  except that if
such  period  includes  less  than the whole of a  calendar  month,
that portion of the calendar  month,  included within the period is
a "month."

           Common Area (if any):  As used in this  Lease,  the term
"common  area" shall include all areas and  facilities  in, upon or
about  the  Center  and  the  adjoining   parking  areas  (if  any,
excluding  any  Controlled  Parking  Areas) owned by Lessor for the
non-exclusive  use  of  Lessee  in  common  with  other  authorized
users.  It is  understood  and agreed that the common area is not a
portion of the premises demised to Lessee hereunder.

           Open  Parking  Area (if  any):  The term  "open  parking
area" shall  include  vehicle  parking  spaces,  driveways,  access
ways,  ingress  and  egress,  streets  and any other areas owned by
Lessor and  adjacent to the demised  premises and improved in order
that  automobiles  and  other  vehicles  can be driven  and  parked
thereon,  but excluding  "Controlled Parking Areas".  Parking areas
may be designed  for  co-exclusive  use of the Lessee and Lessor or
for common use of Lessee and others as provided for herein.

           Controlled  Parking Area (if any): The term  "Controlled
Parking  Area" shall mean an area for parking  automobiles  that is
separate   from  the  open  parking  area  defined   above  by  and
including,  but not limited to, gates,  signs,  barriers,  exhibits
to  lease,  markings  upon the land or  pavement,  or as  otherwise
indicated  by  Lessor or his  agent  from time to time,  and is not
part of the common area or the open parking areas.

           Floor  Area:  The term  "floor  area"  means that actual
number of square feet of floor space within the  exterior  faces of
the  exterior  walls  (except  party and interior  walls,  in which
case the center  thereof  instead of exterior  faces shall be used)
of the  buildings,  including  vacant space therein.  However,  the
term  "floor  area"  shall  not  include  any  basement   space  or
subterranean  areas,   parking  facility,   or  employer's  parking
area.  The term "floor area" refers to gross  leasable  floor area,
and no  deductions  shall be made from the  "floor  area" by reason
of columns, stairs,  hallways,  escalators,  elevators,  conveyers,
or other  interior  construction  or  equipment.  The total  "floor
area" of the demised  premises  and the total  "floor  area" of the
buildings,  including  the "floor area" of the demised  premises is
hereby defined,  fixed,  determined and agreed by Lessee and Lessor
as set forth above and on Exhibit "A," attached  hereto,  and shall
be conclusive upon the parties hereto.

           MRWPCA:  The term "MRWPCA" shall mean Monterey  Regional
Water Pollution Control Agency.

           Center:  The  term  "Center"  is  defined  as:  shopping
center,   professional  office  building,   mixed-use   properties,
single   and   multi-tenant   properties,    industrial,    retail,
warehouse,  and other general commercial  properties,  all of which
may be improved or unimproved, owned by Lessor.

           Lessor:   The  term  "Lessor"  shall  mean  and  include
Owner, Landlord and Lessor.

           Lessee:   The  term  "Lessee"  shall  mean  and  include
Tenant and Lessee.

      2.   PREMISES:  In  consideration  of the  terms,  covenants,
conditions  and   obligations   herein   contained,   to  be  kept,
performed  and  complied  with by  Lessee,  and upon the  condition
that  Lessee   keeps,   performs  and  complies  with  said  terms,
covenants,  conditions and  obligations,  Lessor does hereby demise
certain  premises   described  in  Exhibit  "B",  attached  hereto,
(hereinafter  demised  premises),   located  at,  as  specified  in
Exhibit "A," "Demised Premises."

           Square footage is an  approximate  figure and may not be
the sole basis for the monthly  value.  Lessee  should  measure the
premises to verify square  footage prior to signing the Lease,  and
must  communicate  any discrepancy to the Lessor and Lessor's Agent
prior to signing  the Lease.  If Lessee  elects not to measure  the
premises and or not to  communicate  any  discrepancy  to Lessor or
Lessor's  Agent and signs the Lease,  Lessee  will have no recourse
if  during  the  term of this  Lease,  or  later,  a  discovery  of
inaccurate  square  footage  is  made  to the  Lessor  or  Lessor's
Agent.  The  Lessee  hereby   acknowledges   that  they  physically
visited and viewed the premises and  acknowledges  that  regardless
of square  footage,  they are accepting and renting the premises as
viewed.  Upon mutual  execution  of this Lease  Agreement by Lessor
and  Lessee,  Lessee  will  not  thereafter  challenge  the  square
footage  and  or  the   determination  of  the  square  footage  as
contained in this Lease Agreement.

      2.1) Care  of  Premises.   Notwithstanding  anything  to  the
contrary  in this  Section,  Tenant  recognizes  that the  building
enjoys a unique,  highly-visible  location and that  Landlord has a
special  interest in the  appearance,  the  appearance  and quality
level of tenant's  goods and services and the behavior,  appearance
and   department   and   service   attitudes   of  Tenant  and  its
employees.   In  addition,  the  appearance  of  the  Premises  and
behavior and service  attitude of employees  will have a meaningful
and  substantial  effect upon the image and  services as  perceived
by  guests.  Accordingly,  Tenant  agrees  that  the  interior  and
exterior  presentation  of the building  shall be subject to review
and  observation by Landlord at any time.  Dress attire,  behavior,
customer  service  actions  and  service  attitudes  of Tenant  and
employees  shall be  subject  to  review by  Landlord  at any time.
The goods and  services,  the  appearance of the goods and services
shall be subject to review by  Landlord  at any time.  If  Landlord
determines  in its  reasonable  discretion  that the  appearance or
presentation   of  the   building  or  the  goods,   services   and
appearance of Tenant and employees  are not  appropriate,  it shall
so inform  Tenant and Tenant  shall have fifteen (15) days to bring
the  matter  into  a  condition  acceptable  to  Landlord.  If  the
Building is not brought  into the  condition  specified by Landlord
within  five (45) days  after  written  notice  by  Landlord,  then
Tenant  shall be deemed to be in default  hereunder,  and  Landlord
may exercise any remedies prescribed herein.

      3.   TERM OF LEASE:  The term of this Lease  shall be for the
approximate  number of years  appearing as the Term on Exhibit "A,"
attached  hereto,  and shall  commence on the Date of  Commencement
of Lease as it appears  in said  Exhibit  "A." If  Lessor,  for any
reason  whatsoever,  cannot deliver  possession of said premises to
Lessee  within 6 months  of the  commencement  of the term  hereof,
this  Lease  shall not be void or  voidable,  nor  shall  Lessor be
liable to Lessee for any loss or damage  resulting  therefrom,  but
in that  event the rent and  commencement  of term  shall not start
until the time when  Lessor can  deliver  possession.  In the event
that  Lessor  can not  deliver  possession  within  these 6  months
this lease  shall be void.

      4.   RENTAL:  Lessee  hereby  covenants to pay to Lessor,  at
the time and place  and  computed  in the  manner  hereinafter  set
forth,  as rental  for the  demised  premises  for each  month,  as
hereinafter  defined  during the term of this  Lease,  no less than
the Initial  Fixed Rent  appearing in Exhibit "A" as adjusted  from
time to time in  accordance  with the  provisions  of  Paragraph 5,
below.  Initial  Fixed  Rent as so  adjusted  shall be  called  the
Then Fixed  Rent and shall be paid  monthly in advance on the first
day  of  each  month  during  the  lease  term.   Rental   payments
received  after the fifth day of the month  shall be  subject  to a
late fee  equal  to 10% of the  amount  then due and  shall be paid
along  with the  rent.  Lessee  further  agrees to pay  $35.00  for
each  dishonored  bank check.  Rental payments shall not be reduced
by any  claims,  demands,  or  offsets  against  Lessor of any kind
whatsoever.   Notwithstanding   anything   in  this  Lease  to  the
contrary,  all amounts  payable by Lessee to or on behalf of Lessor
under this Lease,  whether or not  expressly  denominated  as rent,
shall  constitute rent for the purposes of the Bankruptcy  Code, 11
U.S.C.  Section  502(b)(6).  No  payment  by Lessee or  receipt  by
Lessor of a lesser  amount  than the  rental  shall be deemed to be
other than on account of the rental,  nor shall any  endorsement or
statement  on  any  check  or any  letter  accompanying  any  check
payment  as rent be deemed an accord and  satisfaction,  and Lessor
may accept  such check or payment  without  prejudice  to  Lessor's
right to  recover  the  balance  of the  rental or pursue any other
remedy provided for in this lease.

      5.   CHRONIC  DELINQUENCY:  Chronic  delinquency by Lessee in
the  payment of rent or any other  monthly  amounts  required to be
paid by  Lessee  under  this  Lease  shall  constitute  a  material
breach  of  this  Lease.   "Chronic  delinquency"  shall  mean  the
occurrence  of  any of the  following  for  any  three  (3)  months
(consecutive  or  nonconsecutive)  during  any  twelve  (12)  month
period:  (a)  failure  by Lessee to pay or submit  within  five (5)
days of the due date its Base  Monthly  Rent and/or  other  monthly
charges,   or  (b)  payment  of  any  reconciliation  of  operating
expenses  or payment  to vendors  when due.  This  Paragraph  shall
not limit in  anyway,  nor be  construed  as a waiver of the rights
and  remedies of Lessor  provided  hereunder or by law in the event
of even one  instance  of  delinquency.  In the  event  of  chronic
delinquency,  at Lessor's  option,  Lessor shall have the right, in
addition  to all other  rights  under  this  Lease  and at law,  to
require that all rent be paid by Lessee quarterly, in advance.

6.    ADJUSTMENTS  OF FIXED  RENT:  The Base  rent is fixed for the
initial 10 year  lease  term.  Notwithstanding  the  provisions  of
paragraph  4, the  initial  fixed rent shall be  adjusted  annually
during each  option to renew on the first day of the second  option
lease year and  thereafter  at  twelve-month  intervals for so long
as this Lease or any extension  thereof shall be in effect,  unless
otherwise  agreed in writing by Lessor and Lessee,  as follows:  on
the  first day of the  second  option  lease  year,  if  exercised.
the Then Fixed Rent shall  become the  product of  multiplying  the
Then Fixed  Rent by the annual  percentage  increase  as  reflected
in the  Consumer  Price  Index for All Urban  Consumers  in the San
Francisco-Oakland-San  Jose  area as  published  by the  Bureau  of
Labor  Statistics,   United  States  Department  of  Labor  or  any
successor  index,  for the calendar month  preceding the adjustment
dates  .  Excepting,  however,  that  the  increase  shall  not  be
applicable  to  adjustments  during a period  of less  than  twelve
(12) months (a lease year).  Lessor  delay in  notifying  Lessee of
the  adjustment  shall  not  be a  waiver  of  Lessor's  rights  to
enforce  the  adjustment  hereunder.  If the  Index is  changed  so
that  the base  year  differs  from  that in  effect  when the tern
commences,  the Index shall be  converted  in  accordance  with the
conversion  factor  published by the United  States  Department  of
Labor,  Bureau of Labor  Statistics.  If the Index is  discontinued
or  revised  during  the  term  such  other  governmental  index or
computation  with  which it is  replaced  shall be used in order to
obtain  substantially  the same as would be  obtained  if the Index
had not been discontinued or revised.

7.    INTENTIONALLY LEFT BLANK


8.    GOVERNMENTAL   INTERVENTION:   In  the  event  that  Lessee's
occupancy   of  the   demised   premises   shall   be   prohibited,
restricted,  modified or interfered  with in any respect by or as a
result  of any  action  of any  governmental  authority  or  agency
then,  and in that  event,  Lessee  shall  comply  with any and all
lawful  orders  made  by  any  such   governmental   agency  having
jurisdiction  in  the  premises,  and in the  event  that  Lessee's
occupancy  shall be  prohibited  by reason of the  intervention  of
such  governmental  agency and in that event,  Lessee's sole remedy
hereunder  shall be an option to cancel  this  Lease and from,  and
after the giving of sixty (60) days advance  written  notice of the
exercise  of such  option  to  cancel  this  Lease,  neither  party
hereto shall  thereafter  have any further  obligations  whatsoever
by  reason  of  this  Lease.   Lessee  shall  obtain  any  and  all
governmental  approvals  authorizations,  and permits  necessary or
desirable  to enable  Lessee to operate  Lessee's  business  in the
premises  and  shall  comply  with  any  and  all   conditions  and
requirements  imposed  thereon,  all  at  Lessee's  sole  cost  and
expense.   Lessor   shall  have  no   obligation   whatsoever   for
obtaining any such approvals,  authorizations  or permits nor shall
Lessor  have  any  obligations  or  responsibility   whatsoever  by
reason of any  governmental  intervention,  prohibition,  condition
or  qualification   with  respect  to  Lessee's  occupancy  of  the
demised   premises   or   Lessee's   business   conducted   therein
regardless  of whether any such  governmental  action be based upon
action or  inaction  of Lessor or  action or  inaction  of  Lessee.
Lessor  makes no  warranties  or  representations  whatsoever  with
respect  to the  status  or need  for any  governmental  approvals,
authorizations  or permits by either  Lessor or Lessee,  and Lessee
assumes  full and  complete  responsibility  for  determining  what
permits,  approvals  and  authorizations,  if  any,  are  required,
necessary or desirable.

      9.   DESIGNATION,  MAINTENANCE, REPAIR AND COST REIMBURSEMENT
OF THE CENTER AND COMMON AREAS AND  MANAGEMENT  OF THE CENTER,  (IF
ANY):  Within and about the  Center,  Lessor will from time to time
provide and  designate for the general use and  convenience  (among
others)  of  Lessee  and  other  Lessees  of all or any part of the
Center,  and  their  respective   employees,   patients,   clients,
customers,   and  invitees,   certain  common  areas.  These  shall
include  but are  not  limited  to,  sidewalks,  landscaped  areas,
parking  areas  (if  any  being  provided),  driveways,  entrances,
exits,  lighting  standards,   exterior  lighting  fixtures,  water
fountains,   exterior  stairways,   comfort  stations,   corridors,
restrooms not located  within  Lessee's  space,  arcades,  interior
halls, patios,  electrical,  plumbing,  other building systems, and
similar  improvements,  loading and delivery areas, refuse disposal
areas,  elevators,  if any, and other areas and facilities that may
be  provided  and  designated  by Lessor  from time to time for the
general  use and  convenience  of Lessee  and other  lessees of the
Center.  Lessor may (if  parking is being  provided),  from time to
time,  provide  certain  hard-surfaced,  marked and lighted parking
areas  within or in the  immediate  vicinity of the Center.  Lessor
reserves  the  right  from time to time to  install  kiosk or other
free standing  semi-permanent  structures  within the common areas,
to make  changes in the shape,  size,  location,  number and extent
of  improvements,   buildings,  accommodation  areas,  loading  and
delivery areas, driveways,  entrances,  exits, traffic flow and any
other  improvements from time to time  constituting  common area to
eliminate  or add any  improvements  or buildings to any portion of
the Center  and  surrounding  land  owned by  Lessor;  furthermore,
Lessor  may,  in the manner  provided  by law,  reduce the  parking
area  below the  minimum  for the  Center  specified  by the zoning
authority  having  jurisdiction  over the  Center.  During the term
of this Lease,  Lessor  shall  operate,  manage,  maintain,  all of
the  above  and  other  areas  and  facilities  from  time  to time
provided  and   designated  by  Lessor  for  the  general  use  and
convenience  of Lessee and other  Lessees of the  described  common
areas.  The  manner in which  such  areas and  facilities  shall be
maintained   and   protected  by  guards  or   otherwise   and  the
expenditures  for  maintenance and security by guards or otherwise,
shall be at the sole  discretion  of  Lessor,  within  reason,  and
the  use  of  such  areas  and  facilities   shall  be  subject  to
reasonable  regulations  and changes as Lessor shall make from time
to time,  including,  without  limitation,  the right to close,  if
necessary,   all  or  any   portion  of  such  areas,   roads,   or
facilities,  to such  extent as may be  legally  sufficient  in the
opinion of the Lessor's  counsel,  to prevent a dedication  thereof
or the  accrual of rights of any  person or of the public  therein,
or to close  temporarily for safety,  maintenance,  construction or
other purpose, all or any portion of such areas of facilities.

      9.1) Subject to the  limitations  as set forth in this Lease,
           Lessor  hereby  grants to  Lessee,  Lessee's  employees,
           patients,  clients,  customers,   patrons,  sub-tenants,
           licensees,    agents   and    service    suppliers,    a
           non-exclusive  license to use the common area,  as it is
           designated by Lessor from time to time,  during the term
           of  this  Lease,  while  being  treated,  conducting  or
           receiving consultations,  shopping or having business in
           the Center,  said license being a license in common with
           Lessor and other  lessees  from Lessor now or  hereafter
           located  in  the  Center,  and  said  use  is  to  be in
           accordance  with such Common Area Rules and  Regulations
           as may be  promulgated  by Lessor  from time to time and
           by which  Lessee  hereby  agrees to abide.  It is agreed
           that  Lessor at all times  during the term of this Lease
           shall  have sole and  exclusive  control  of the  common
           area and may exclude or restrain  any person from use or
           occupancy thereof, excepting,  however, those persons to
           whom such  non-exclusive  license  has been  granted  as
           hereinabove  provided  for  and  who  makes  use  of the
           common areas in  accordance  with said Common Area Rules
           and  Regulations.  Lessee  shall  cooperate  with Lessor
           and all  other  lessees  of  Lessor  herein to cause the
           common area to be maintained  in the uniform,  clean and
           efficient  manner,  and to be kept free and clear of any
           obstructions   created  by  Lessee  or  its   employees,
           patients,  clients,  agents,   sub-tenants,   licensees,
           service  suppliers,  customers  and patrons or otherwise
           resulting  from  Lessee's  operations.  It  shall be the
           duty of Lessee to see that the common  area is used only
           by the  persons,  in the  manner,  and for the  purposes
           specified   herein,   and   in   accordance   with   the
           aforementioned  Common Area Rules and  Regulations  made
           by Lessor  from time to time.  If, in the opinion of the
           Lessor,  unauthorized  persons  are using any portion of
           the  common  area,  or  such  area is  being  used in an
           unauthorized  manner by reason of the presence of Lessee
           in the demised  premises,  Lessee  shall,  promptly upon
           demand of Lessor,  take  appropriate  steps to remove or
           restrain  all such  unauthorized  persons  or to prevent
           the  common  area  from  being  used in an  unauthorized
           manner.   If   parking   is   provided,   Lessor   shall
           specifically  have,  without  limitation,  the  right to
           require Lessee and the agents,  servants,  and employees
           of Lessee  to park  solely in  Lessee's  parking  spaces
           which are  co-exclusively  licensed under the provisions
           of  Paragraph   9,   herein,   or  if  such  spaces  are
           unavailable,  inadequate  or  filled,  upon  the  public
           streets or in other public parking areas.

      9.2) Subject to  Lessee's  compliance  with  subparagraph  3)
           below,   Lessor  shall  exercise   reasonable   care  to
           maintain  the common  area in a neat,  clean and orderly
           condition and state of repair.

      9.3) Lessee  agrees to reimburse  Lessor for  Lessee's  share
           (as defined  below and  specified in Exhibit "A") of all
           of the costs  incurred  by Lessor in keeping the Center,
           the common area clean and clear,  and in maintaining and
           operating the same in good  condition  and repair.  Such
           costs  include,  but are not limited  to, real  property
           taxes and assessments and other taxes,  and rent against
           the  common  areas,  Insurance,  all  sums  expended  by
           Lessor  for  the  maintenance  and/or  operation  of the
           Center,  the common  areas,  professional  management of
           the  center,  or a  reasonable  allowance  to Lessor for
           Lessor's  management and supervision of the Center,  and
           an  allowance  for   amortization  and  depreciation  to
           provide   Lessor   with  a  fund  to   replace   capital
           improvements  in  the  common  areas  at  such  time  as
           replacement  may be  necessary  or desirable in Lessor's
           sole  opinion.  Costs for  maintenance  and operation of
           the  common  areas  shall  include  without  limitation:
           cost of resurfacing,  painting,  painting exterior walls
           of   Center,   exterior   building   awnings   including
           replacement,  roofs, downspouts,  plumbing,  electrical,
           HVAC,  parking  area,  signage and  striping,  cleaning,
           sweeping  and  other  janitorial   services,   policing,
           construction  and  maintenance  of  refuse  receptacles,
           planting,   gardening  and  relandscaping,   irrigation,
           supplies, trash removal,  directional or other signs and
           other markers,  car stops,  lighting,  utilities,  and a
           reasonable   depreciation   allowance  on  improvements,
           machinery  and  equipment  used in  connection  with the
           common areas,  premiums on public liability and property
           damage insurance,  all maintenance and construction work
           as required to preserve and  maintain  such common areas
           in  the  condition   originally   installed   (including
           capital  expenditures  where required for replacement to
           equal  the   original   installations)   such   security
           protection  and traffic  direction as may be  furnished,
           and all other costs  necessary in Lessor's  judgment for
           the  maintenance  and  operation  of the  common  areas.
           Lessee's share of all of the  above-described  and other
           common  area  costs  shall bear  approximately  the same
           proportionate  relationship  to such total costs as does
           the area  demised to Lessee  bear to the total  leasable
           space of the Center and shall be  expressed as a percent
           of the  total  common  area  costs.  Lessor  and  Lessee
           agree that this  percent is the Common  Area  Percentage
           appearing  in  Exhibit  "A,"  attached  hereto.   Lessee
           shall pay to Lessor an amount  estimated by Lessor to be
           Lessee's  said  share  of  the  common  area  costs  (as
           hereinabove  defined), on the first day of each calendar
           month,  commencing  on the date  the term of this  Lease
           commences,  or on the  first day of the  calendar  month
           following the month the term of this Lease  commences if
           the term  commences on a day other than the first day of
           the  month,  as the case may be, and  continuing  during
           the  term  of the  lease  and  any  extensions  thereof.
           Lessor may adjust the monthly  common area charge at the
           end of each  accounting  period on the basis of Lessor's
           reasonably    anticipated   costs   of   the   following
           accounting  period.  An accounting  period is a calendar
           year or if a fiscal  year,  commencing  each  July 1 and
           ending  each June 30,  except  for the first  accounting
           period shall  commence on the date the term of the Lease
           commences  and the last  accounting  period shall end on
           the   date   the   term   of  the   Lease   expires   or
           terminates.   Lessor   shall   furnish  to  Lessee,   at
           Lessee's  request,  a statement showing the total common
           area costs,  Lessee's share of common area costs for the
           accounting  period, and the payments made by Lessee with
           respect to each accounting  period,  within a reasonable
           period  after  the  end of  such  period,  covering  the
           accounting  period just ended.  Each statement  shall be
           prepared  and  signed,  and  certified  to be correct by
           Lessor.  If Lessee's  share of common area costs for the
           calendar  year is less than the payments made by Lessee,
           Lessee shall pay Lessor the  deficiency  within ten (10)
           days after the  receipt of the  statement.  If  Lessee's
           payments made during the calendar  year exceed  Lessee's
           share of common area costs,  Lessor shall credit  Lessee
           the  excess  time  at  the  time  Lessor  furnishes  the
           statement to Lessee for the  succeeding  period.  Lessor
           shall keep as a  separate  account  covering  the common
           area costs and said  account of Lessor shall be retained
           and preserved for twelve months after the  expiration of
           the  accounting  period to which it applies and shall be
           made  available  to  Lessee  for  reasonable  inspection
           during said period.

           In  addition  to  the   foregoing,   Lessee   agrees  to
           reimburse   Lessor  for  Lessee's  share  of  the  costs
           incurred by Lessor in relandscaping  the common area and
           areas adjacent thereto,  purchasing and installing a new
           sign or signs to  designate  the  buildings,  and making
           such other  capital  improvements  in the common area as
           Lessor may from time to time  determine.  Lessee's share
           of such capital  improvements shall be determined in the
           manner next  hereinabove  set forth and shall be payable
           within  ten (10) days of the  delivery  to Lessee of the
           statement therefore.

           Lessee further agrees to reimburse  Lessor  promptly for
           Lessee's  share  of  the  premiums  upon  all  insurance
           procured  by  Lessor,   including  but  not  limited  to
           property,   liability  and  other  insurance,   covering
           liabilities  incurred  or created  in the  common  area,
           said  policies to be issued by a  responsible  liability
           carrier  with  policy  limits  of  not  less  than  five
           million dollars  ($5,000,000.00) for liability as to any
           one person,  five million dollars  ($5,000,000.00) as to
           any   one    accident,    and   one   million    dollars
           ($1,000,000.00)  for property damage.  Lessee's share of
           said  premiums  shall be  computed in the same manner as
           set forth above for  determining  Lessee's  share of the
           common  area  maintenance.  Lessor  agrees to deliver to
           Lessee,  upon  request,  a true copy of the policy taken
           out  by  Lessor  hereunder,  or a  certificate  of  such
           insurance.

           If Lessee  defaults in making any  payments  required by
           this  Subparagraph  3) Lessor  may,  in  addition to all
           other  remedies  under  this Lease or  provided  by law,
           deny  Lessee  and  its  employees,   patients,  clients,
           sub-tenants,   licensees,   agents,  service  suppliers,
           customers and patrons,  the right to use any part of the
           common  area,  and may withhold  all  privileges  herein
           granted so long as Lessee  remains in such default.  The
           above  shall be paid  directly by Lessee for the initial
           10 year term.

      9.4) In addition to the other rights herein reserved,  Lessor
           shall have the right, in its sole discretion:

           a.   To  determine  the  nature and extent of the common
                area,           whether           the          same
                shall               contain                surface,
                underground  or  multi-decked  parking,  and at any
                time  to  make  such   changes   in  the   physical
                character,  size, location,  design, number, layout
                and  operating  of the  common  area as Lessor  may
                deem advisable,  including,  but not limited to the
                locating or  relocating  of  driveways,  entrances,
                exits,  the direction and flow of traffic,  vehicle
                parking spaces,  the installation of restricted use
                area,   common   area   restroom   (if   provided),
                lighting,  rest areas,  planted  areas,  fountains,
                signage,   directories,   telephones,   and   other
                changes to the common area in general;

           b.   To establish and at any time change,  alter,  amend
                and to enforce  against  Lessee and other  users of
                the   common   area  such   reasonable   rules  and
                regulations,  of which  Lessor  shall  give  Lessee
                written  notice,  as may be  deemed  necessary  and
                advisable  for the proper and  efficient  operation
                and  maintenance  of the  common  area and  Center.
                Lessee  agrees to  conform to and abide by all such
                rules  and  regulations  in its  use of the  common
                area;

           c.   To designate or  prescribe  upon written  notice to
                Lessee,   certain  parts  of  sections  within  the
                common area in close  proximity  to the  buildings,
                in which Lessee's employees,  agents,  sub-tenants,
                and  concessionaires  shall  be  forbidden  to park
                their  automobiles  and,  in the event that  Lessor
                makes such a  designation,  Lessor may require such
                persons  to use only  space in the  common  area or
                available  public space  outside  thereof as is not
                so  restricted.  Upon  written  request  of Lessor,
                Lessee  shall,  within  seven (7) days  thereafter,
                furnish to Lessor the  automobile  license  numbers
                of  the   automobiles   customarily   used  by  the
                above-specified persons.

      10.  PARKING  IN OPEN  PARKING  AREA  (if  any):  Lessee  and
Lessor  agree that the Open  Parking  Area,  if any,  shall be used
solely  for  the  purpose  of  the  daily   parking  of   passenger
automobiles  owned,  leased,  controlled  or  authorized by Lessee,
Lessor or other  tenants.  Lessee  agrees to use such  parking area
solely for said purpose and in  accordance  with the  provisions of
this  agreement  and releases  Lessor of any and all  obligation or
responsibility  to  prevent  the use of said  area by  persons  and
vehicles not  conforming  to such  purpose,  not licensed by Lessor
or not  authorized  by  Lessee  or other  tenants.  Lessee  further
releases  and  indemnifies  Lessor  against  any claims for loss or
damage to vehicles,  their  occupants  or contents  that are parked
in the  Open  Parking  Area by  Lessee  or in  connection  with the
business  or practice  of Lessee.  If there is no  parking,  Lessee
acknowledges  that Lessor has made no provision  for parking on the
Premises   and  Lessee  shall  be   responsible   for  all  parking
associated  with the use of the  Premises for their  employees  and
patrons.

      11.  BUSINESS   PURPOSE:   Lessee   covenants   that   during
Lessee's  occupancy  of the demised  premises,  Lessee will use the
demised  premises  solely for the purpose of operating the practice
or business  appearing as Business  Purpose,  and for the number of
days per  week  and for the  hours  of  operation  as set  forth in
Exhibit  "A",  attached  hereto.   Lessee  further  covenants  that
Lessee  will not at any time  during  Lessee's  occupancy,  use the
premises  for any other  purpose or  purposes  without  the written
consent of Lessor first had and obtained.

      12.  COMPLIANCE  WITH  LAW:  Lessee   covenants  that  during
Lessee's  occupancy  of  the  demised  premises,  Lessee  shall  at
Lessee's  own cost and  expense,  promptly  and  properly  observe,
comply  with  and   execute,   all   present  and  future   orders,
regulations,  directions,  rules, laws, ordinances and requirements
of  governmental  authorities,   including,  but  not  limited  to,
state,   municipal,   county  and  federal  governments  and  their
departments,  bureaus,  boards and  officials and the Board of Fire
Underwriters  and  any  other  board  of  organization   exercising
similar  functions  arising  from  the  use  or  occupancy  of,  or
applicable  in any manner to the  demised  premises  or  privileges
appurtenant  to or  connected  with the  enjoyment  of the  demised
premises,  including  Lessee's share of a sprinkler  system, if any
required  or   recommended.   Lessee's  share  shall  be  the  same
percentage  as set forth for the  common  area for the cost of said
sprinkler  system,  prorated over remaining term of the Lease, plus
option.

      13.  USE  AND  CLEANLINESS:   Not  withstanding  article  #11
"BUSINESS   PURPOSE",   Lessee   covenants  that  during   Lessee's
occupancy  of the  demised  premises,  Lessee  will not permit said
premises to be used for any improper,  illegal or immoral  purposes
or permit  Lessee's  business  to be carried on in such a manner as
to be noisy or  offensive  to others in the vicinity of the demised
premises.  Lessee  further  covenant  to keep all  windows  therein
clean at all  times  and free from  dust,  dirt or other  unsightly
substances.  Lessee  shall not use the  Premises in any manner that
will  constitute  a nuisance  or  unreasonable  annoyance  to other
tenants  in  the  building  in  which  the  Premises  are  located,
including,  without limitation,  the use of loudspeakers,  or sound
or  light   apparatus  that  can  be  heard  or  seen  outside  the
Premises,  or the living or sleeping in, washing  cloths,  cooking,
or the  preparation,  manufacture  or mixing of anything that might
emit any odor or  objectionable  noises,  lights or vibrations.  No
machinery,  apparatus or other  appliance shall be used or operated
in or on the  Premises  that will in any manner  injure,  overload,
vibrate  or shake  building  in which  the  Premises  are  located.
Lessor may from time to time  promulgate  rules and regulations for
the use of the real  property  and  Tenant  agrees to abide by such
rules  and  regulations.  Lessee  shall  not  do  anything  on  the
premises,   which  will  overload  any  existing  parking,  utility
service,  and refuse or other  areas to the  Premises.  Pets and/or
animals  of any  type  shall  not be kept on the  Premises.  Tenant
will not perform any act or carry on any  practice  that may injure
the  Premises  or the  Center,  or that may be a nuisance or menace
to any other tenant in the Center.  No auctions are permitted.

      Tenant  shall  not  permit  any  odors,   smoke,  dust,  gas,
substances,  noise or  vibrations  to emanate  from the Premises or
from any  portion of the Common  Areas as a result of  Tenant's  or
any  Tenant's  Party use  thereof  nor take any action  which would
constitute a nuisance or would disturb,  obstruct,  or endanger any
other   occupants   or  approved   tenant's  of  the   Premises  or
elsewhere,   or  interfere  with  their  use  of  their  respective
premises  or Common  Areas.  Storage  outside  of the  Building  of
materials,  vehicles,  or any  other  items is  prohibited.  Tenant
shall not use or allow the Premises  for any  immoral,  improper or
unlawful  purpose,  nor shall  Tenant  cause or  maintain or permit
any  nuisance in or about the  premises.  Tenant  shall not come in
or  suffer  the  commission  of  any  waste  in,  on or  about  the
Premises.  Tenant  shall  not allow  any sale by  auction  upon the
premises  or place any loads  upon the  floors,  walls or  ceilings
which  could   endanger   the   structure   or  place  any  harmful
substances  in the  drainage  system  of the  building.  No  waste,
materials,  or refuge  shall be dumped upon or  permitted to remain
outside  the  Building.   Landlord  shall  not  be  responsible  to
Tenant for the  noncompliance  by any other  tenant or  occupant of
the Building  with any of the above  referenced  rules or any other
terms or  provisions of such Tenants or  occupant's  use,  lease or
the  contract.  Lessee  acknowledges  that  neither  Lessor nor any
agent of  Lessor  has  made any  representation  or  warranty  with
respect   to  the   Premises,   concerning   the   zoning  or  uses
permissible  or with  respect to the  suitability  of the  Premises
for the  conduct of  Lessee's  business,  nor has Lessor  agreed to
undertake  any  modification,  alternation  or  improvement  to the
Premises,  except as  provided  in writing  in the Lease.  If sound
insulation  is required to muffle  noise  produced by Lessee on the
Premises,  Lessee  at its own  cost  shall  provide  all  necessary
insulation.

      14.  ASSIGNMENT  AND  SUBLETTING:   Lessee  shall  not  sell,
transfer,  assign,  mortgage  or  hypothecate  this  Lease  or  any
interest in this Lease nor permit the use of the  demised  premises
by any  person  or  persons  other  than  Lessee,  nor  sublet  the
premises  or any  part  thereof  without  the  written  consent  of
Lessor first had and  obtained,  which said written  consent  shall
not be  withheld  unreasonably.  However,  Lessor  shall  have  the
option to terminate  the Lease rather than  approving an assignment
or sublease of all of the  Premises  to a third  party,  unless the
third  party is a similar  financial  institution.  Consent  to any
of the  aforementioned  acts  shall not  operate as a waiver of the
necessity of first  obtaining the written  consent of Lessor to any
such  subsequent  act and the  terms of any such  consent  shall be
binding  upon any person  holding  by,  under or  through  any such
written  consent.  Lessee  agrees that the consent of Lessor  shall
not be deemed  or  considered  withheld  by reason of the fact that
in the  event of the sale of the  business  operated  by  Lessee on
the  demised  premises,  Lessor  requires  as a  condition  of  the
assignment  of the  Lease  that the terms  and  conditions  of this
Lease be  modified,  including  but not  limited to those terms and
conditions   concerning  the  security  deposit  or  rent.   Lessee
agrees  that  the  consent  of  Lessor   shall  not  be  deemed  or
considered  unreasonably  withheld if Lessor  refuses to consent to
the  assignment  of this Lease to any person,  firm or  corporation
other than an entity  similar  to that  operated  by Lessee  with a
financial  statement and condition  satisfactory to Lessor.  In any
event,  if Lessor shall  consent to any sublease,  sale,  transfer,
assignment,   mortgage  or  hypothecation  of  this  Lease  or  any
interest  in  this  Lease,  or if the  Lessee  shall  without  such
consent have subleased, sold, transferred,  assigned,  mortgaged or
hypothecated  this  Lease  or  any  or  all  of  Lessee's  interest
therein then,  and in that event,  without  otherwise  limiting any
other  remedies  Lessor may have by law or under the  provisions of
this Lease,  Lessor  shall be entitled to receive and Lessee  shall
assign to and  promptly  pay to Lessor,  any and all  consideration
(including,  but not limited  to, all rent  received by Lessee from
any  sublessee  that  exceeds the amount of Then Fixed Rent owed or
paid by  Lessee to Lessor  and all  transfer  fees and the like) to
be  received  by  Lessee  for  or  in  connection   with  any  such
sublease,  sale,  transfer,  assignment,  mortgage or hypothecation
of this  Lease or any  interest  in this  Lease.  Lessee  shall pay
Lessor's  costs  including  attorney fees in  connection  with this
Article.  As a further condition to Lessor's  consent,  the parties
agree that it shall be  reasonable  for the Lessor's  consent to be
predicated   upon   the   proposed    assignee's   or   sublessee's
willingness  to pay  additional  rent in an amount then  designated
by Lessor to be the fair market rental for the premises.

      14.1)If this  Lease  is  assigned  to any  person  or  entity
           pursuant to the  provisions of the  Bankruptcy  Code, 11
           U.S.C.  Section 101 et seq., any and all monies or other
           considerations  payable or  otherwise to be delivered in
           connection  with  such  assignment   shall  be  paid  or
           delivered to Lessor,  shall be and remain the  exclusive
           property of Lessor and shall not constitute  property of
           Lessee or of the estate of Lessee  within the meaning of
           said  Bankruptcy  Code.  Any and all monies and/or other
           considerations  constituting Lessor's property under the
           preceding  sentence  not  paid or  delivered  to  Lessor
           shall be held in trust for the  benefit of Lessor and be
           promptly paid or delivered to Lessor.

      14.2)Any  person or entity to which  this  Lease is  assigned
           pursuant to the  provisions of the  Bankruptcy  Code, 11
           U.S.C.  Section  101 et seq.,  shall be  deemed  without
           further  act  or  deed  to  have   assumed  all  of  the
           obligations  arising  under  this Lease on and after the
           date of such assignment.  Any such assignee shall,  upon
           demand,  execute  and  deliver  to Lessor an  instrument
           confirming such assumption.

      14.3)intentionally left blank

15.  ACCEPTANCE OF PREMISES / "AS IS" CONDITION: The demised
premises, including any fixtures and any personal property, is
being Leased in its "AS IS " condition, without any expressed or
implied warranties.  Any and all representations and warranties
of Lessor set forth elsewhere in this Lease are hereby deleted.
Lessee hereby represents that Lessee or Lessee's agents have
inspected the subject property to the full extent deemed
appropriate and that Lessee is satisfied with its condition.
Lessee acknowledges that as of the date of this Lease, the
subject property and the Premises and improvements are in good
order, repair and condition.  Lessor shall not be liable to
Lessee or any person for any latent or existing defect in the
subject property, or for any injury or damage that may result to
any person or property, including without limitation, the person
or property of Lessee, by or from any cause whatsoever arising
our of the present actual or latent conditions of the subject
property Lessee has not relied on any acts, including any written
or oral statements, by Lessor, or any person acting on behalf of
Lessor, in entering into this Lease, but rather has relied on his
, her or its own independent investigation of the subject
property.     The entry by Lessee upon the demised premises shall
be conclusive evidence against Lessee as an admission that every
part of the demised premises, (interior and exterior), is
accepted "AS IS. Lessee hereby agrees that Lessor has no
responsibility whatsoever for any maintenance, replacements or
repair of any part of said demised premises, including, but not
limited to, telephone, security systems, computer wiring, cable,
skylights, heating/ventilation, fire sprinklers, electrical,
plumbing, other building systems, sewer blockages, all fixtures,
air conditioning (if any), ceilings, walls, floors, awnings,
doors and windows, roof, exterior walls and any contents situated
therein, Lessor's said obligation shall not include however, any
damage or repairs necessitated by the acts or omission of the
Lessee, Lessees agent, employees and/or customers or invitees.
Lessee to engage a licensed HVAC company to service the air
conditioning system on the Lessee's premises (if any) and Lessee
will pay  the actual cost of such servicing contract,  directly
to  the servicing company.

If  the  use  of  the  premises  includes  the  preparation  and or
consumption  of food or  beverage  in,  about,  or  away  from  the
premises,  Lessee will be responsible for maintenance,  repairs and
replacement  of sewer  lines,  including  sewer lines buried in the
earth or  concrete,  except  for  sewer  lines  lying  outside  the
property  line  which  shall  be  Lessor's  responsibility,  except
where defects are caused or  contributed  to by Lessee's use and or
occupancy  of the  premises.  Lessee  agrees to  periodically  have
sewers  flushed  and  cleaned at  Lessee's  expense  and to provide
Lessor  with copies of invoice  confirming  the  cleaning.  Lessee,
in  accordance  with local and state  governmental  fire and health
agencies   and   regulations,    shall   install   automatic   fire
suppression  systems over  commercial  cooking  equipment and shall
install  non-combustible  metal plates  between deep fat fryers and
open  flame  units,  all  at  Lessee's  expense  and  prior  to the
opening of business.  Additionally, Lessee shall:
a)    Service and wash said equipment on a regular basis  including
      the washing or  exchanging of filters in the hood systems and
      flues are to be  cleaned on a  quarterly  basis by a licensed
      flue-cleaning  contractor  and provide  Lessor with copies of
      invoice or contract confirming the cleaning
b)    Lessee  shall also provide  adequate  fire  extinguishers  as
      required by law
c)    Prior to opening for business and  throughout the duration of
      this Lease,  Lessee shall provide Lessor a copy of a contract
      for pest  control  abatement  for  demised  premises  and the
      center (if needed) with a local,  reliable and licensed  pest
      control firm  providing a weekly or monthly pest abatement as
      maybe needed.

      16.  LIENS:  Lessee  covenants  to keep the demised  premises
and any alterations,  improvements  and changes  thereof,  free and
clear  of  liens of every  kind  and  character  whatsoever  during
Lessee's occupancy thereof,  no matter what the source thereof,  or
the reason  thereof,  which may arise from the use of  occupancy of
said  premises  by  Lessee,  or from any work,  labor or  materials
furnished  to or  performed  upon  said  premises.  Lessee  further
covenants  to  indemnify  and hold Lessor free and  harmless of and
from any and all loss or  damage  howsoever  arising  by  virtue of
any such liens or claims of lien  including any expense  reasonably
incurred by Lessor in defense  against  such  claims.  Lessor shall
have the right to post and  maintain on the demised  premises  such
notices of  non-responsibility  or non-liability as Lessor may deem
appropriate to avoid any liability for liens.

      17.  ACCESSION: All alterations,  improvements,  additions or
fixtures,  other than trade  fixtures  not  permanently  affixed to
realty,  that  may be  made,  constructed  or  installed  upon  the
demised  premises  by  either  Lessee  or  Lessor  and  that in any
manner are attached to the floors,  walls,  ceilings, or roof shall
become  and be the  property  of Lessor  without  cost and,  at the
termination  of this Lease,  shall  remain upon and be  surrendered
with  the   premises  as  a  part  thereof   without   disturbance,
molestation  or  damage  thereto.  Any floor  covering  that may be
cemented,  nailed,  tacked or otherwise affixed to the floor of the
demised  premises  shall  become and be the property of the Lessor.
Any light  fixture  that may be  installed  by Lessee  in,  upon or
about the  demised  premises  shall  become and be the  property of
Lessor whether such fixture be affixed by screws,  bolts,  nails or
otherwise.  All water, sewer,  utility,  and other governmental use
allocations,   and  all  governmental  permits  shall  remain  with
Lessor, without cost to Lessor at the termination of this Lease.

      18.  WASTE:   Lessee  shall  not  commit  nor  suffer  to  be
committed any waste,  legal,  equitable,  or otherwise,  to or upon
the demised  premises or any part  thereof  and  covenants  that at
the  expiration  of  the  term  hereof  or any  sooner  termination
thereof,  Lessee  will  quit  and  surrender  up said  premises  to
Lessor  peaceably  and quietly  and in as clean and good  condition
as said  premises  now are or may be put into,  reasonable  use and
wear excepted.

      19.  HOLD-OVER  TENANCY:  Lessor and Lessee  agree that there
shall be no renewal  of this  Lease,  except  upon  execution  of a
written  agreement,  and that the fact that the Lessee may continue
in  possession  of the  premises  without  the  written  consent of
Lessor  shall not  operate to renew this  Lease.  If Lessee  should
continue to occupy the demised  premises  after the  expiration  of
the term  hereof  without  the  written  consent  of  Lessor,  such
hold-over  shall be  deemed a month  to month  tenancy  only at two
hundred  percent  (200%)  of the  monthly  rent  in  effect  at the
expiration  of the term,  per  month,  payable on the first date of
each and every month  thereafter  until the  tenancy is  terminated
by a 30 day  notice  in a  manner  provided  by law.  Lessee  shall
hereby  explicitly  agrees to  continue  to be bound,  at  Lessor's
discretion,  by the  terms and  conditions  of this  Lease,  except
that the monthly  rent during  said  hold-over  period will be 200%
the  amount  of  the  last  month's   rent.   This   provision  for
holdover  tenancy is not to be  construed as limiting the rights or
remedies  otherwise  available to Lessor to remove  Lessee,  or, to
limit the rights of Lessor or Lessee to resolve any dispute.

      20.  REAL PROPERTY,  GLASS, AND OTHER  INSURANCE:  During the
term hereof,  Lessee  shall  maintain in full force and effect upon
all  of  Lessee's  trade  fixtures,   "tenant's  betterment's"  and
improvements,  equipment,  inventory  and  stock  in  trade  in the
demised  premises a policy or policies of fire insurance  issued by
an  approved  California  insurance  company  rated A+ XIV with all
risk  coverage  endorsement  to  the  extent  of  at  lease  ninety
percent  (90%)  replacement  cost  of such  items.  As long as this
Lease is in effect,  the  proceeds of any such policy shall be used
for  the  repair  or   replacement   of  the  fixtures,   "tenant's
betterment"  and  improvements  and  equipment  so insured.  Lessor
shall have no  interest in the  insurance  upon  Lessee's  fixtures
and  equipment  and  Lessor  will  cooperate  with  Lessee  in  the
settlement  of any claim or loss by Lessee,  provided  that  Lessee
gives to Lessor  satisfactory  assurance  that the proceeds of such
insurance  will  be  used  in  compliance   with  the   requirement
hereinabove  contained  respecting  repair or  replacement  of said
fixtures and  equipment.  During the term hereof  Lessee shall also
maintain in full force and effect at  Lessee's  expense a policy or
policies  of  glass  insurance,   insuring  Lessor's  and  Lessee's
interests,  as they may  appear,  covering  exterior  and  interior
glass of the demised  premises,  Business  Interruption  Insurance,
insuring  that the rent will be paid to Lessor  for a period of not
less  than 1  year,  if  the  premises  be  destroyed  or  rendered
inaccessible.  Lessee  shall also  maintain at  Lessee's  cost fire
legal  liability  equal to the value of the space  rented by Lessee
on  a  replacement  cost  basis.  Lessee  shall  also  maintain  at
Lessee's cost,  sprinkler  leakage insurance upon Lessee's property
and the  premises at all times if a sprinkler  system  exists or is
installed during the term of this Lease or any extension hereof.

           Lessor  is to be named as its  interest  may  appear  as
regards Lessee's  "tenant's  betterment's"  and improvements on the
fire  insurance  policy  for the  Lessee,  and Lessee is to provide
sufficient  amount of coverage to at least ninety  percent (90%) of
co-insurance  with  a  replacement   value,  cost  endorsement  and
inflation  guard  endorsement  of not less than a ten percent (10%)
annual  increase  or   cost-of-construction   average  increase  as
published  by  F.W.  Dodge  Systems,  McGraw  Hill,  in  the  Daily
Pacific  Builder,  or other  index  agreed  upon by the  Lessor and
Lessee, whichever is higher.

             Lessee  covenants  during  the  term of this  Lease to
reimburse  Lessor  for  Lessee's  share  of any  and  all  property
insurance  premiums  paid  by  Lessor  for  coverage  of  the  real
property,  and  liability for the Center.  Lessee's  share shall be
the percent  appearing in Exhibit "A",  Real Property and Liability
Insurance  and Plate  Glass  Insurance.  The  deductibles,  if any,
shall be  included  in the common area  expense.  Lessee  shall pay
each such  reimbursement  to Lessor  monthly  along  with the rent.
Upon the  anniversary  of the insurance  policy year,  Lessor shall
notify  Lessee  of  the  new  premium  amount  to  be  paid.  It is
understood  that the  insurance  policy year may be different  from
the lease year.  All  insurance  maintained  by  Landlord  shall be
for  the  sole  benefit  of  Landlord  and  under  Landlord's  sole
control.

      21.  LIABILITY  INSURANCE AND WORKERS'  COMPENSATION:  Lessee
shall  procure,  at Lessee's own expense,  on or before the date of
the  commencement  of the term of this  Lease  and  shall  maintain
continuously  during the entire term hereof  Workers'  Compensation
as required  by law and Public  Liability  insurance  in the amount
of one million dollars  ($1,000,000.00)  for the injury or death of
any one  person and two  million  dollars  ($2,000,000.00)  for the
injury or death of any number of persons  in any one  accident  and
property  damage  liability  insurance in the amount of one million
dollars  ($1,000,000.00).  All of said policies of insurance  shall
provide  that  among the  additional  insured  thereunder  shall be
included  Lessor,   Lessor's  agents  herein,   Lessor's   Property
Manager,  and all  other  persons  whom  Lessor  may  elect to keep
insured,  including,  but not  limited  to,  those named in Exhibit
"A",  "Named  Insured".  All of said policies of insurance shall be
obtained from  companies  satisfactory  to Lessor and shall contain
an  endorsement  that such insurance  shall not be canceled  except
after  thirty-(30)  days  written  notification  to Lessor.  Lessee
shall  deliver  to Lessor  certificates  evidencing  the  insurance
coverage  herein  provided  for.  Lessee  shall  pay the  insurance
premiums on all insurance  coverage  herein  provided for when due.
If Lessee  shall fail to pay the  premiums  on any policy  required
to be kept and  maintained  by Lessee,  Lessor  may,  but need not,
advance and pay said  premiums,  and the amount of any such advance
or  advances,  together  with  interest  thereon at the rate of ten
percent (10%) per annum,  shall become  additional  rent  hereunder
and  one-sixth  (1/6) of any  total  advance  shall be  payable  by
Lessee to Lessor with each  monthly  installment  of rent to become
due thereafter until such advance is paid in full.

      22.  PERSONAL  PROPERTY  TAXES  AND  REIMBURSEMENT  FOR  REAL
PROPERTY  TAXES:  Lessee shall pay before  delinquency  any and all
taxes,   assessment,   license  fees  and  public  charges  levied,
assessed,  or imposed upon Lessee's fixtures,  or about the demised
premises,  or  personal  property  located in,  upon,  or about the
demised  premises,  or on account  of or by reason of any  business
or other  activity  conducted  by  Lessee  in,  upon or  about  the
demised  premises.  Lessee  further  covenants  during  the term of
this  Lease to pay  Lessee's  share  of any and all  real  property
taxes and  assessments  levied  upon the land and  improvements  of
the Center,  which such share shall be the percentage  appearing in
Exhibit  "A,"  Property  Taxes,  all those  taxes  and  assessments
which  may  from  time to time be  levied  upon the  Center  by the
County of  Monterey,  City of  Monterey  or by any other  competent
government   body.  Any  such  taxes  and  assessments   which  are
payable  by  Lessee  shall be paid by Lessee  to  Lessor.  Lessee's
said  share  shall be as set forth in  Exhibit  "A." All such taxes
and  assessments  which  are  payable  by  Lessee  shall be paid by
Lessee to Lessor  monthly  along  with the rent.  Each tax year the
Lessor  shall set  forth the  amount  of such  taxes  monthly.  The
term  "real  property   taxes"  shall  also  include  all  expenses
reasonably  incurred by Lessor in seeking  reduction  by the taxing
authorities  of real property  taxes  applicable to the Premises or
in contesting said real property taxes.

           Lessee  shall  not be  required  to pay  any  municipal,
county,  state or federal income or franchise  taxes of Lessor,  or
any  municipal,   county,  state  or  federal  estate,  succession,
inheritance,  or  transfer  taxes of Lessor.  If at any time during
the  term  the  laws   concerning  the  methods  of  real  property
taxation  prevailing  at the  commencement  of the term are changed
so  that  a tax  or  excise  on  rents  or any  such  tax,  however
described,  is  levied  or  assessed  against  Lessor  as a  direct
substitution  in  whole or in part  for any  real  property  taxes,
Lessee  shall pay before  delinquency  (but only to the extent that
it can be ascertained  that there has been a  substitution  to pay)
the  substitute  tax or excise  on  rents..  Lessee's  share of any
tax or excise on rent  shall be  substantially  the same as,  and a
substitute  for,  the  payment  of  such  real  property  taxes  as
provided in this Lease.

      23.  DAMAGE  OR  DESTRUCTION  OF  DEMISED  PREMISES:  If  the
demised  premises or the  building in which they are  situated  are
totally  destroyed  or damaged  more than thirty  percent  (30%) in
value  by fire  or the  elements  during  the  term of this  Lease,
Lessor shall  thereupon  have an election to terminate  this Lease.
In the event that a  government  agency by  ordinance,  regulation,
interference  or refusal to permit the  restoration of the premises
and/or the building to  substantially  the same condition  prior to
such loss,  or restrict the extent of the  reconstruction  so as to
make  the  property  not   economically   feasible,   in  the  sole
discretion  of the Lessor,  then the Lessor  shall  thereupon  have
the option to  terminate  this Lease,  and in the event that Lessor
should  exercise such election to terminate this Lease,  all rights
and obligations  herein shall cease and terminate,  except for rent
and other sums  accrued and unpaid to date of such  destruction  or
damage.   Written  notice   terminating   this  Lease  pursuant  to
Lessor's  election  aforesaid  shall be given to  Lessee  not later
than  ninety  (90) days after such  damage or  destruction.  If the
demised  premises or the  building in which they are  situated  are
so damaged by fire, or the  elements,  and Lessor does not exercise
Lessor's   election  to   terminate   said  Lease  as   hereinabove
provided,  and Lessor  restores  said  demised  premises at its own
expense  then,  and in that event,  this Lease shall remain in full
force  and  effect.  In the  event  that  repairs  are  to be  made
pursuant to this  paragraph,  Lessor shall be entitled to and shall
have  possession of the  necessary  parts of said premises for such
purpose,  and  if  there  is  any  substantial   interference  with
Lessee's  business  on account  of such  repairs,  Lessee  shall be
entitled  to a  proportionate  reduction  of rent  during  the time
that said repairs are being made.

           If Lessor  should elect to repair or rebuild  because of
any  damage  or  destruction,  as  hereinabove  provided,  Lessor's
obligation   shall  be  limited  to   restoration  of  the  demised
premises or the  building in which they are situate  similar to the
condition  that  Lessor  provided at the  commencement  of the term
hereof,  or any  reasonable  substitute  therefore  so long as such
substitute  meets  applicable code  requirements,  and Lessee shall
fully  repair  or  replace  all  exterior  signs,  trade  fixtures,
equipment,   display  cases,  and  other  installations  originally
installed  by  Lessee  at  its  own  expense,  including,  but  not
limited   to,   all  of   Lessee's   betterment's   and   leasehold
improvements.

       If the demised  premises  or the  building in which they are
situated  are  totally   destroyed  or  damaged  more  than  thirty
percent  (30%) in value by fire or the elements  during the term of
this Lease,  Lessee shall  thereupon  have an election to terminate
this  lease  only in the event  that  Lessor  can not  restore  the
premesis to a condition  similar to its original  condition  within
12 months of receipt of written  notice  from  Lessee  that  Lessee
intends  to  terminate  this  lease  if  the  premises  can  not be
restored  to  its  original  condition  within  12  months  of  the
written notice.

      24.   PROHIBITED  ACTS:  Lessee  covenants  not to do and not
permit to be done,  anything in, on or about the premises,  and not
to bring,  nor keep  anything  therein which will in any way affect
fire or other  insurance  upon the entire  property,  building,  or
any of its  contents  other than as shall be  specifically  allowed
elsewhere  in  the  Lease,  nor  which  will  violate  any  law  or
regulation  which now may be or which may  hereafter  be enacted or
promulgated  by any  public  authority,  or  which  in any  way may
obstruct  or  interfere  with the rights of others,  or injure,  or
annoy  them.  Lessee  further  covenant  that  should  there  be an
increase in fire or other  insurance  rates on any  insurance  held
by Lessor on the demised  premises  which  increase is caused by or
is attributable to the equipment,  installations,  alterations,  or
the business  conducted,  or us of occupancy by Lessee, the monthly
rental to be paid by  Lessee  shall be  raised  correspondingly  to
cover the full increase in such insurance rates.

      25.  INSPECTION:  Lessor and  Lessor's  agents shall have the
right  to  enter  into  and  upon  the  demised   premises  at  all
reasonable  times,  and  in  emergencies  at  all  times,  for  the
purposes of inspecting  the same,  protecting  Lessor's  reversion,
making  repairs,  additions,  or  alterations to the premises or to
any  property  owned or  controlled  by Lessor,  or, for any lawful
purposes.  At any time within one hundred  twenty  (120) days prior
to the  expiration of the term hereof,  Lessor shall have access to
the  premises  for the purpose of  exhibiting  them to  prospective
tenants for their  inspection  and for posting  "for lease" or "for
rent" signs upon the  premises.  Due to the nature of the use it is
understood  that  certain  areas of the building may need Lessee to
accompany  Landlord for access to the premesis  Landlord agrees and
will  comply  with  having the Lessee  accompany  the  Landlord  in
these areas.
      26.  BANKRUPTCY OR  INSOLVENCY:  If Lessee  should  execute a
voluntary  assignment  hereof without the written consent of Lessor
first had and  obtained,  or, if there should occur any  assignment
hereof by  operation  of law on account  of any act of Lessee,  or,
if Lessee,  or any member of Lessee if Lessee be a  partnership  of
joint  venture,  should  file any  petition  in  bankruptcy  or any
petition  for  extension or  composition  of  creditors,  or become
insolvent,  or make any assignment of any of Lessee's  property for
the  benefit  of  Lessee's   creditors,   or,  if  any  involuntary
bankruptcy  proceedings  should be  initiated  against  Lessee (and
Lessee  fails to obtain the  dismissal of such  proceedings  within
ninety  (90) days  after same are  filed)  or, if any  receiver  be
appointed of the  business or of the assets of Lessee,  this Lease,
at the election of Lessor, shall thereupon  immediately  terminate,
and said  Lease or any  interest  in said  leasehold,  shall not be
assignable  by any  process  of law,  or  treated  as an  asset  of
Lessee  thereafter,  nor  shall it pass  under the  control  of any
trustee  or  assignee  of Lessee by  virtue of any  control  of any
such  proceeding  or act of Lessee.  If any such act or  proceeding
shall  occur,  Lessor may  terminate  this Lease by the  mailing of
written  notice  to the  Lessee's  Address  For  Notice as shown in
Exhibit  "A",  attached  hereto,  stating  Lessor's  election to so
terminate,  and all  rights of  Lessee  hereunder  shall  thereupon
terminate, and Lessor may promptly reenter upon said premises.

      27.  DEFAULT  AND   REENTRY:   If  Lessee   defaults  in  the
payment  of any rent as  required  hereby  to be paid or, if Lessee
defaults in the performance of any term,  covenant,  condition,  or
obligation  required  hereby to be  performed  by  Lessee  and such
default  continues  for a period  of ten (10)  days  after  written
notice is mailed to Lessee of such  default,  then,  in addition to
any  other  remedy  Lessor  may have by  operation  of law,  Lessor
shall  have the  right,  without  any  other or  further  notice or
demand,  to enter upon the  premises,  and eject all  persons  from
the premises and remove all property  therefrom,  using such lawful
force as may be  necessary  to so do, in which  case  Lessor  shall
not be  responsible  for the care or safety of persons or  property
so  removed  and Lessee  hereby  waives any and all claims for loss
or damage to  property  or  persons  so  removed  from the  demised
premises by Lessor  pursuant  hereto,  and  Lessor,  in the case of
any  such  default  by  Lessee  in the  payment  of  rent or in the
performance  of any  one of the  terms,  covenants,  conditions  or
obligations  herein  contained,  may declare this Lease terminated,
take possession as above  provided,  and retain all prepaid rentals
and other  prepaid  expenses or  deposits  as  Lessor's  damages or
Lessor  may,   without   terminating  this  Lease  or  declaring  a
forfeiture  of  Lessee's  rights  hereunder,   retain  all  prepaid
rentals  and  other  prepaid  expenses  or  deposits,   re-let  the
premises or any part  thereof,  as the agent and for the account of
Lessee  upon  such  terms  and   conditions   as  Lessor  may  deem
advisable,  either  with or  without  equipment  or  fixtures  left
remaining  in the demised  premises  by Lessee,  in which event the
rents  received on such  re-letting  and  retained  prepayments  or
deposits   shall  be  applied   first  to  the   expenses  of  such
re-letting  and   collection  of  rent,   including  any  necessary
renovation   and   alteration  of  the  premises,   and  reasonable
attorney's fees, and any actual real estate  commissions  paid, and
thereafter the balance of any such rents,  retained  prepayments or
deposits  shall be  applied  to the  payment  of all sums due or to
become due to Lessor  hereunder  and, if a sufficient sum shall not
be thus realized to pay such sums and other  charges,  Lessee shall
pay  to  Lessor  any  deficiency  monthly,  notwithstanding  Lessor
may have  received  rental in excess of the  rental  stipulated  in
this Lease in previous or subsequent  months,  and Lessor may bring
an action  therefore as such  monthly  deficiency  shall arise,  in
which  event  Lessor  shall  be  entitled  to  recover   reasonable
attorney's   fees  for  commencing  and   prosecuting   such  suit.
Lessor  shall be  entitled  to each and all of  Lessor's  remedies,
and the  election  to  proceed  with  one may not be  construed  as
excluding  the  subsequent  use of any other.  The remedies  herein
granted to Lessor shall not be construed  to be any  limitation  of
any rights, or remedies  otherwise  available to Lessor,  but shall
be  construed  to be in addition  thereto.  Lessee  shall allow any
reentry by Lessor as aforesaid  without  hindrance and Lessor shall
not be  liable in  damages  for any such  reentry,  or be guilty of
trespass or forcible entry.

      28.  LESSOR-LESSEE  LIABILITY:  Lessor  shall  not be  liable
for any loss or damage  that may result to any  property  belonging
to Lessee,  located  in, on, or about said  demised  premises  from
any cause  whatsoever,  nor shall  Lessor be liable  for any damage
or injury to any person or personal  injury or  property  occurring
or arising  in, on, or about the  demised  premises  from any cause
whatsoever.  Lessee  hereby  covenants  to save  and  hold  Lessor,
Lessors  agent  and  manager,  harmless  from  and  to  defend  and
indemnify  Lessor,  Lessors  agent and manager  against any suit or
claim or demand  for  damage or  injury to any  person or  property
sustained  in,  on, or about the  demised  premises  from any cause
whatsoever during the term.

29.   INTEREST  ON  DELINQUENCIES:  Lessor  shall  be  entitled  to
interest  on any  amounts  owing  from time to time from  Lessee to
Lessor at the maximum rate  permitted by law. The  foregoing  shall
apply to any and all  payments  that  Lessor  may from time to time
be entitled to receive from Lessee  including,  but not limited to,
rents,   real  property  taxes  and  assessments,   fire  insurance
premiums,  common area  maintenance  and repair costs,  common area
capital  improvement  costs,  and any and all  other  amounts  that
Lessor may from time to time be entitled to receive from Lessee.

30.   ATTORNEY'S  FEES:  If either  party  hereto  should bring any
suit  against  the other  party  hereto for the breach of any term,
covenant,  condition or obligation  herein contained to be kept, by
such other  party,  for the recovery of any sum due  hereunder,  or
to recover  possession of the premises,  or for any summary  action
for forfeiture of this Lease, or to prevent  further  violations of
any of the terms,  covenants,  conditions or  obligations,  or, for
any other relief then, and in that event,  the prevailing  party in
such suit for summary  action  shall be  entitled  to a  reasonable
attorney's fee to be fixed by the court.

      31.  NON-WAIVER   OF   BREACH:   Lessor's   failure  to  take
advantage  of any  default  or  breach of  covenant  on the part of
Lessee  shall not be construed  to be a waiver  thereof;  nor shall
any  custom or  practice  which  may grow up  between  the  parties
hereto in the course of  administering  this Lease be  construed to
waive  or to  lessen  the  right  of  Lessor  to  insist  upon  the
performance  of any  and  all  terms,  covenants,  conditions,  and
obligations  hereof,  or to  exercise  any  right  given  Lessor on
account  of  any  default.  A  waiver  of a  particular  breach  or
default  shall  not be deemed to be waiver of the same or any other
subsequent   breach  of  default.   Lessor's   consent  to  or  the
approval  of any  act  by  Lessee  requiring  Lessor's  consent  or
approval  shall  not be  deemed  to  waive  or  render  unnecessary
Lessor's  consent to or approval of any  subsequent  or similar act
by Lessee.

      32.  CONDEMNATION:  If title to all of the  premises is taken
for any public or quasi-public  use under any statute,  or by right
of  eminent  domain,  or by  private  purchase  in lieu of  eminent
domain,  or if title to so much of the  premises  is so taken that,
in  the  sole   opinion  of   Lessor,   a   reasonable   amount  of
reconstruction  of the  premises  will not  result in the  premises
being  a  practical   improvement,   or  reasonably   suitable  for
Lessee's  continued  occupancy  for the uses and purposes for which
the premises are leased,  then, in either  event,  this Lease shall
terminate on the date that  possession of the premises,  or part of
the  premises,  is taken,  unless  Lessor  elects  that said  Lease
continue.

      32.1)If this Lease  continues  under  provisions of Paragraph
           1,  above,  the Then  Fixed Rent shall be reduced in the
           same  proportion  that the floor area of the  portion of
           the  premises  so  taken  (less  any  additions  to  the
           premises by reconstruction)  bears to the original floor
           area of the  premises.  Lessor  shall,  at Lessor's  own
           cost  and  expense,   make  all  necessary   repairs  or
           alterations  to the  building in which the  premises are
           located so as to constitute  the portion of the building
           not taken a useable  unit.  There shall be an  equitable
           abatement of rent during such restoration period.

      32.2)All  compensation  awarded  or  paid  upon  a  total  or
           partial  taking of the fee title of the  premises  shall
           belong to Lessor,  whether such  compensation be awarded
           or paid as  compensation  for diminution in value of the
           leasehold or of the fee provided,  however,  that Lessor
           shall not be  entitled  to any award  made to Lessee for
           depreciation  or damage  to, or cost of removal of stock
           and fixtures, if any.

      32.3)Each party  agrees to execute  and  deliver to the other
           all  instruments  that may be required to effectuate the
           provisions  of this  paragraph,  and Lessee shall assign
           to Lessor  and  appoint  Lessor to act for Lessee in all
           matters of  condemnation  except for  Lessee's  specific
           rights to damages as set forth in Paragraph 3, above.

33.   UTILITIES and  ANCILLARY  SERVICES:  Lessee will,  during the
term  of  this  Lease,  pay  for  all  charges  for  utilities  and
ancillary  services  furnished,  delivered to or performed upon the
demised premises including,  but not limited to, electricity,  gas,
telephone,   telecommunication  systems,  water,  sewer  (including
MRWPCA  charges),   city,  county,   district,   state  or  federal
surcharges   and  or  user  fees,   storm  drain  fees,   taxes  or
assessments,   cable,   garbage/refuse  collection  and  recycling,
insect and rodent  control,  neighborhood  improvement  and traffic
impact  assessments,  fees and taxes and all other  ancillary  user
cost ,  including  interest,  late fees and fines,  resulting  from
the  occupancy  of the premised by the Lessee..  Lessee  shall,  if
feasible,  pay  for  the  above  services  directly  to the  public
utility  or  other  suppliers.  In the  case of  MRWPCA  and  other
charges,  which are  attributable  to the demised  premises but are
billed to Lessor,  Lessee  agrees to  reimburse  Lessor as provided
for  herein,  monthly  along  with the  rent.  Lessor  or his agent
makes  no   representation   or  warranty   whatsoever  as  to  the
availability of water, gas,  electricity,  or any other utility and
ancillary   services   for   Lessee's   intended   use  and  Lessee
acknowledges that Lessee has made Lessee's own  investigation  with
respect to the  availability  of any and all utility and  ancillary
services  required  by Lessee  and that  Lessee is  satisfied  with
respect to such  availability,  and that  Lessor had no  obligation
whatsoever  with respect  thereto.  Lessee shall  obtain,  install,
and pay for, an individual  meter for each of the utility  services
required  by Lessee upon  Lessee's  demised  premises;  except that
Lessor  shall  provide a gas meter  and an  electric  meter for the
premises.
       If, for any reason,  Lessee  cannot  obtain an individual or
separate meter or billing for Lessee's  demised  premises then, and
in that event,  Lessor shall utilize  Lessor's best efforts to make
any such  required  utility  services  available to Lessee  through
Lessor's  existing  common  meters and Lessor  shall bill to Lessee
and the  Lessee  shall  pay to Lessor  within  ten (10) days of the
statement  therefore  such amount as Lessor  shall  determine to be
Lessee's  fair  and  equitable  share  of any  such  utilities  and
Lessor's  determination in this regard shall be final,  binding and
conclusive upon Lessee.  All such  statements for utility  services
shall  be  presented  to  Lessee  on a  regular  basis  and  within
reasonable  period of time  after  receipt  of  Lessor's  statement
from  the  applicable  utility.  Lessor  shall  not  be  liable  in
damages  or  otherwise  for  any  failure  or  interruption  of any
utility  service  being  furnished the Premises and no such failure
or  interruption  shall entitle  Lessee to terminate or modify this
Lease in any way.

        Not  withstanding   anything  to  the  contrary   contained
herein,  Lessee  agrees that  Lessor may  arrange for  professional
direct  billing  to  Lessee  for  the  commonly   provided  metered
utilities  and ancillary  services  provided to Lessee though or by
the Lessor,  and Lessee  agrees to pay for such direct  billing and
cost  separate  from the rent payment owed to Lessor,  according to
this Lease and that the costs and  direct  billings  for  utilities
and  ancillary  services  shall  not be  consider  a  reduction  or
offset in the rental  payment  due Lessor but shall be in  addition
to the  rent.  It is  understood  and  agreed  between  Lessor  and
Lessee  that in the event  such  direct  billing  payments  are not
made when due, it shall be considered a  substantial  default under
the  Lease  and  Lessee   agrees  that  Lessor  may  bring  summary
proceedings  for  payment  and or  eviction as if the rent were not
paid.

      34.  HEIRS  AND   ASSIGNS:   Except   as   herein   otherwise
provided,   all  terms,   conditions,   covenants  and  obligations
contained  in this  Lease  shall be  binding  upon the inure to the
benefit  of  the  heirs,  successors,   legal  representatives  and
assigns of the parties hereto.

      35.  NOTICES:  All notices,  statements,  demands,  requests,
approvals,  authorizations,  offers,  agreements,  appointments  or
designations  under this Lease by either  party to the other  shall
be in writing and shall be served  personally  upon the other party
or deposited  in the United  States mail,  certified  mail,  return
receipt  requested,  postage  prepaid,  and  addressed to Lessee at
Lessee's   Address  For  Notice  as  it  appears  on  Exhibit  "A",
attached  hereto,  or to such other address as Lessee nay from time
to time  designate  to Lessor in writing,  and  addressed to Lessor
as it appears on Exhibit  "A",  or at such other  address as Lessor
or his  agent  may  from  time  to time  designate,  to  Lessee  in
writing.

      36.  CONSTRUCTION:   Each  term,   covenant,   condition  and
obligation  of this  Lease  to be  performed  by  Lessee  shall  be
construed to be both a covenant and condition.

      37.  LAYOUT OF THE  DEMISED  PREMISES  AND  SURROUNDING  AREA
OWNED BY LESSOR:  Lessor does not  guarantee a  continuance  of the
passage of light and air over the  demised  premises or over any of
the  real  property  adjoining  the  demised  premises  and  Lessor
expressly  reserves  all air space over the demised  premises.  Any
reference  in this Lease with  respect to the location of reference
in this Lease with  respect to the location of  buildings,  parking
areas, if any, and other  improvements  shall not be deemed to be a
warranty or  representation.  Lessor  hereby  reserves the right at
any  time to make  any  alterations  or  additions  to or to  build
additional  stories on any  presently  existing  building  owned by
Lessor.   Lessor  also  reserves  the  right  to  construct   other
buildings  or  improvements  upon  the  surrounding  real  property
which  may be  owned  by  Lessor  from  time to  time,  and to make
alterations or additions  thereto and to build  additional  stories
on any such  buildings  and to modify and  reallocate  space within
the center.  Lessor further reserves  rights-of-ways  and easements
in,  over,   under,  and  through  Lessee's  demised  premises  for
sprinkler and fire-detection  system purposes,  power and telephone
lines,  plumbing lines, air  conditioning,  heating and ventilation
systems,  and conduits for all  utilities,  together with the right
to locate,  relocate,  and  maintain  the same at any and all times
and from time to time in, upon,  over,  or under  Lessee's  demised
premises   without  any  rebate  of  rent  or  liability   for  any
interruption   or  disturbance   caused  by  Lessor,   its  agents,
servants  or  employees,  or by any  utility  company  employee  or
representative;   provided,   however,   that   Lessor   shall  use
reasonable  discretion  in exercising  its rights  pursuant to this
sentence.

      38.  NUMBER  AND  GENDER:  Whenever  the  singular  number is
used in this  Lease  and when  required  by the  context,  the same
shall include the plural,  and the  masculine  gender shall include
the  feminine  and  neuter  genders,  and the word  "person"  shall
include corporation,  firm, partnership,  or association.  If there
be more  than one  Lessee,  the  obligations  imposed  herein  upon
Lessee shall be joint and several.

      39.  MARGINAL  TITLES:  The  marginal  headings  or titles to
the  paragraphs  of this  Lease  are not a part of this  Lease  and
shall have no effect upon the  construction and  interpretation  of
any part of this Lease.

      40.  MODIFICATION:   This   instrument   contains   all   the
agreements  and  conditions  made between the parties to this Lease
and may not be  modified  orally or in any other  manner than by an
agreement  in  writing  signed by all of the  parties to this Lease
or other respective successor or successors in interest.

      41.  TIME OF  ESSENCE:  Time is of the  essence of each term,
covenant, condition and obligation of this Lease.

      42.  PAYMENTS  NOT  IN  SUBSTITUTION:   Except  as  otherwise
expressly  stated,  each  payment  required  to be made  by  Lessee
shall  be  in  addition  to  and  not  in  substitution  for  other
payments to be made by Lessee.

43.   CONVEYANCE  BY LESSOR:  If,  during  the term of this  Lease,
Lessor shall sell Lessor's interest in the demised  premises,  then
from and after the  effective  date of such sale,  Lessor  shall be
released  and  discharged   from  any  and  all   obligations   and
responsibilities  under this Lease,  except those already  accrued;
provided,  however,  that any such  purchaser  shall  assume all of
Lessor's  obligations  to be  performed  hereunder,  including  the
obligation  to refund the  security  deposit at the  expiration  of
this term.

44.   SIGNS  AND  ADVERTISING:  No sign,  advertisement,  or notice
shall be  inscribed,  painted or otherwise  displayed,  or screens,
awnings,  shades,  decorations,  symbols,  fixtures  or  any  other
thing  affixed on any part of the outside of the  demised  premises
(or inside of the demised  premises  where such may be seen through
windows or otherwise by passersby)  except of such color,  size, or
style,  and in such place on or in said  premises as shall first be
fixed,  designated  and  approved by Lessor in writing.  Lessor may
at his option  provide one  directory at a location and of a design
to  be  determined  by  Lessor.   Such   directory   shall  display
Lessee's  practice  or  business  name  as  agreed  by  Lessee  and
Lessor.  Lessee  agrees  to pay  for the  cost  of  such  directory
identification.

      Lessor  further  acknowledges  and agrees as a  condition  of
this lease, to comply with all Lessors  existing  building  signage
criteria,  and or to any new signage criteria that the Lessor,  any
governmental  agency or business or trade  association  may require
from  time to time.  Lessee  covenants  to  Lessor  and  agrees  to
install all initial  signage within 45 days from taking  possession
of the  premises,  and for new signage  within 60 days from written
notice  from Lessor  that a new sign is  required,  all of which is
subject to the terms and conditions of this article.

      45.  STATEMENT  OF LESSEE:  Lessee shall at any time and from
time to time  upon  not  less  than ten  (10)  days  prior  written
request by Lessor,  execute,  acknowledge  and  deliver to Lessor a
statement in writing  certifying  that this Lease is unmodified and
in full  force  and  effect  if such is the fact  (or if there  has
been any  modification  thereof  that the same is in full force and
effect as modified  and stating  the  modifications)  and the dates
to which  rentals and other  charges have been paid in advance,  if
any.  It  is  expressly   understood   and  agreed  that  any  such
statement  delivered  pursuant to this paragraph may be relied upon
by any  prospective  purchaser  of the  complex or estate of Lessor
or by the  mortgagee  or assignee of any  mortgages of any mortgage
or the trustee or beneficiary  of any deed of trust  constituting a
lien  upon the  leased  premises  or upon  property  including  the
lease premises or any part thereof.

      46.  JANITORIAL    SERVICE:     Lessor    shall    have    no
responsibility  whatsoever  for the  furnishing  of any  janitorial
service to the  demised  premises.  Janitorial  service  within the
demised premises shall be the sole  responsibility  and at the sole
cost of Lessee.  Lessee  covenants and agrees to obtain  sufficient
janitorial  service to  maintain  the  demised  premises in a clean
and  orderly  condition  at all  times.  Lessee  further  agrees to
deposit   Lessee's   refuse  and   garbage   only  in  those  areas
designated in writing by Lessor from time to time.

      47.  SUBORDINATION:  This  Lease is and shall be  subordinate
to any  encumbrance  now of  record or  recorded  after the date of
this Lease affecting the building,  other improvement,  and land of
which the  premises  are a part.  Such  subordination  is effective
without  any  further  act of  Lessee.  Lessee  shall  from time to
time upon  request  from Lessor  execute and deliver any  documents
or  instruments  that may be  required  by a lender to  effect  any
subordination.  If Lessee  fails to execute  and  deliver  any such
documents   or   instruments,   within   ten  (10)   days,   Lessee
irrevocably  constitutes  and appoints  Lessor as Lessee's  special
attorney  in fact to execute  and  deliver  any such  documents  or
instruments.

      48.  LESSEE'S  PERPETUAL  OPERATION:  During the option years
,if  exercised,  Lessee  covenants  that he will  remain  open  for
business   during  the  entire   option  period  or  any  extension
thereof. .
      49.  GOVERNMENT   FEES:  All  governmental   fees,   charges,
district  assessment  fees or  charges,  including  but limited to,
fire,  police,  sanitary  service,   water,   utilities,   parking,
parking  adjustments or parking  assessments  for the Lessee use or
occupancy  of  the  premises  shall  be the  responsibility  of the
Lessee,  and  payable to Lessor  along with the rent or paid direct
to the  appropriate  agency as required.  Lessee further  covenants
and  agrees  to  encourage   all  Lessee's   employees  to  utilize
long-term  public  parking  lots and  garages  (instead  of  public
street  parking),  and agrees to purchase  monthly  parking permits
for said employees from the appropriate governmental agency.

      50.  LESSEE'S  IMPROVEMENTS:  Insofar as the space demised to
Lessee  within and including  said building is concerned,  Lessee's
obligation   shall  be  to  complete  those  items   necessary  for
Lessee's  intended use of the demised  premises,  all of which must
be installed in  conformity  with the latest  applicable  local and
state rules,  regulations,  ordinances,  and building codes, and in
conformity  with the plans and  specifications,  to be  prepared by
Lessee's  architect and submitted to Lessor for Lessor's  approval,
in writing,  prior to  commencement  of Lessee's  work,  which said
approval   by   Lessor   shall   not  be   unreasonably   withheld.
Construction  shall  be  diligently  prosecuted  to  completion  by
Lessee, provided,  however, that any prevention,  delay or stoppage
due to strikes,  lock-outs,  labor disputes, acts of God, inability
to obtain labor or materials or reasonable  substitutes  therefore,
governmental restrictions,  governmental regulations,  governmental
controls,  enemy or hostile  governmental  action, civil commotion,
fire or other  casualty,  and other  causes  beyond the  reasonable
control   of  the  party   obligated   to  perform   shall   excuse
performance  by  such  party  for  the  period  equal  to any  such
prevention,  delay or stoppage.  The  acceptance  of said  premises
for the purpose of performing  Lessee's  work in the  premises,  as
hereinabove  defined,  shall constitute an acknowledgment by Lessee
that the  premises  are in the  condition  called for by this Lease
and that  Lessor  has  performed  all its work with  respect to the
premises.

           All of Lessee's work shall be done on a lien-free  basis
and shall be  completed  free and clear of all  liens  recorded  or
recordable  pursuant  to the  provisions  of the Civil  Code of the
State of  California  relating to  mechanic's  liens  (Section 3109
et. seq.).

      51.  GARBAGE,  REFUSE,  TRASH,  COLLECTION  &  REIMBURSEMENT:
Lessee  acknowledges that the removal of garbage,  refuse and trash
from the  demised  premises is the sole  responsibility  of Lessee,
and  Lessee  agrees  to make  such  arrangements  and pay for  such
services  as from time to time may be  required  to dispose of said
garbage,  refuse and trash.  Lessee  further  acknowledges  that it
is  Lessor's  concern  that all  portions of the  premises  and the
building  and  adjoining  lands  within and upon which the premises
are  located  are  at all  time  clean  and  sanitary,  and  Lessee
therefore  agrees  to  abide by  Lessor's  judgment  as to  whether
Lessee's   garbage,   refuse  and  trash   removal   services   are
adequate.  In the event that  Lessor  deems that more  frequent  or
more  effective  service is desirable,  Lessee agrees to follow the
directions  of  Lessor  with  respect  to   improvements   of  said
services  under penalty of default and further  agrees to reimburse
Lessor for all costs and  expenses  incurred  by Lessor in removing
Lessee's  garbage,  refuse  and trash  should  Lessor,  in his sole
judgment,   determine   that  said  action  is  desirable.   Lessee
further agrees to abide by Lessor's  noticed rules and  regulations
relating  to use of  refuse  containers  and  storerooms  that from
time to time may be available to tenants to deposit  Lessee  refuse
only   within   Lessee's   demised   premises  or  in  those  areas
designated  by Lessor in  writing  from  time to time.  Lessor  may
arrange  for the  collection  and  removal  of  Lessee's  and other
Lessee's  garbage  and  refuse  which is so  deposited,  and  shall
advance  on  behalf  of  Lessee  and  other   Lessee's   for  their
respective   prorata  shares  of  such  costs.   Lessee  agrees  to
reimburse  Lessor  for  such  advances  within  five  (5)  days  of
receipt of said bill.

      52.  SPRINKLER SYSTEM (IF ANY):  Lessee  acknowledges that if
the premises are  currently  provided  with an automatic  sprinkler
system  it  is  ISO  rated.   Should   Lessee's   occupancy,   use,
improvements  or  remodeling  within,  upon or  about  the  demised
premises   cause  any  reduction  in  the  rating  of  said  system
anywhere in the  building,  at any time,  in which the premises are
located,  or result in the  requirement  by insurance  carrier or a
governmental  agency that a sprinkler  system be installed,  Lessee
shall  immediately  undertake all such  automatic  sprinkler  work,
all at Lessee's  sole cost and expense.  Furthermore,  Lessee shall
at all  times  be  responsible  for and  shall  pay for any and all
modifications  as are  necessary to maintain the ISO rating on said
system  within  the  demised  premises.  Lessee  shall,  during the
term of this Lease and any  extension  thereof,  at  Lessee's  sole
cost and  expense,  maintain  and service  said  sprinkler  system,
detection  and  monitoring  system,  keeping  all in  good  working
order,   including  but  not  limited  to,  periodic   service  and
inspection   charges,   periodic   testing,   water   users   fees,
assessments  and  assessment   district  charges,   and  all  other
governmental fees and charges thereto.

      53.  INTENTIONALLY  LEFT BLANK

      54.  RIGHT OF FIRST  REFUSAL:  If at any time during the term
of this Lease,  Lessee  shall desire to sell  Lessee's  interest in
this  Lease  or to  the  business  conducted  by  Lessee  upon  the
demised  premises  to a bonafide  buyer  then,  and in that  event,
Lessee  shall  first  give  written  notice to  Lessor by  personal
service  upon  the  Lessor  of  the  terms  and  conditions  of the
proposed  bonafide  sale,  and  Lessor  shall  have the right for a
period of fifteen  (15) working  days after  personal  service of a
copy of such  proposed  bonafide  sale upon lessor to purchase  the
interest  that is  proposed  to be sold for the same price and upon
the same terms and  conditions  as stated in the notice.  If Lessor
fails to exercise  the same within  such  fifteen  (15) day period,
Lessee  shall  have the  right,  for a period  of sixty  (60)  days
following  the date on which  notice  was given and  subject to the
terms and  conditions  hereinabove  set forth in  Paragraph 13 with
respect to  assignment  and  subletting,  to sell such  interest to
the  proposed  bonafide  buyer  designated  in such notice upon the
terms and  conditions  specified  therein.  If such interest is not
so sold  during  such  sixty  (60) day  period,  it may not be sold
after  without  Lessor  again  having  the  right of first  refusal
herein provided for.

      55.  56.  NO  PARTNERSHIP:  Lessor  does  not,  in any way or
for any  purpose  become  partners  of Lessee in the conduct of its
business,  or  otherwise,  or joint  adventurer  or a  member  of a
joint  enterprise  with  Lessee.   The  provisions  of  this  Lease
relating to the  percentage  rent  payable  hereunder  are included
solely for the purpose of  providing  a method  whereby the rent is
to be measured and ascertained.

      57.  HAZARDOUS  MATERIALS:  Lessee  shall  not  at  any  time
during  the term of this  Lease use,  or any  extension,  generate,
store  or  dispose  of,  on,  under,  or  about  the  Premises  any
hazardous  substance,  hazardous  material,  hazardous waste, toxic
substance,   pollutants,   contaminants,   or   related   materials
(Hazardous  Materials"),  except,  those, if any, listed in Exhibit
"A,",  attached  hereto and made a part  hereof.  For the  purposes
of this covenant,  Hazardous  Materials  shall  include,  but shall
not be limited to,  substances  defined as  "hazardous  substances"
or   "pollutants   or    contaminants"    in   the    Comprehensive
Environmental  Response,  Compensation  and  Liability Act of 1980,
as  amended,  42  U.S.C.  Section  9601 et seq.,  those  substances
defined  as  "hazardous  waste" by the  Resource  Conservation  and
Recovery Act, as amended,  42 U.S.C.  Section 6901 et seq.,  and by
Section 25316 of the  California  Health and Safety Code, and those
substances  defined as "hazardous  substances"  in Section 25316 of
the  California   Health  and  Safety  Code,  and  the  regulations
adopted  and  publications   promulgated  pursuant  to  said  laws.
Lessee shall indemnify,  defend,  and hold Lessor harmless from and
against   all   liability,    including   all    foreseeable    and
unforeseeable   consequential   damages,   directly  or  indirectly
arising  out  of  the  use,  generation,  storage  or  disposal  of
Hazardous  Materials,  including,  without limitation,  the cost of
any required or necessary repair,  clean-up,  or detoxification and
preparation  of any closure or other  required  plans,  to the full
extent that such action is  attributable,  directly or  indirectly,
to  the  use,   generation,   storage  or  disposal  of   Hazardous
Materials  on  the  Premises  at any  time.  Lessee  shall  provide
written  notice to the Lessor of any  present  or future  hazardous
substance  release  that Lessee  knows or has  reasonable  cause to
believe is or will be present  on or under the  Premises,  within a
reasonable  period of time after  such  release  is  discovered  or
believed  by the  Lessee to be  present.  (See  Health  and  Safety
Code  Section  25359.71).   Tenant  shall  indemnify,   defend  (by
counsel  reasonably  acceptable  to  Landlord),  protect  and  hold
Landlord   harmless   from  and   against   any  and  all   claims,
liabilities,   losses,   costs,  loss  of  rents,  liens,  damages,
injuries or expenses  (including  attorneys' and consultants'  fees
and court costs),  demands,  causes of action or judgments directly
or  indirectly  arising out of our related to the use,  generation,
storage,  release or disposal of  Hazardous  Materials by Tenant or
any of Tenant  Parties in, on, under or about the Premises,  or the
Building  which  indemnity  shall  include,   without   limitation,
damages for personal or bodily injury,  property damage,  damage to
the  environment  or  natural  resources  occurring  on or off  the
Premises,  losses  attributable  to  diminution in value of adverse
effects   on   marketability,   the  cost  of  any   investigation,
monitoring,  government oversight,  repair,  removal,  remediation,
restoration,  abatement,  and disposal and the  preparation  of any
closure or other  required  plans,  whether such action is required
or  necessary  prior to or  following  the  expiration  or  earlier
termination  of this  Lease.  Neither  the  consent by  Landlord to
the use,  generation,  storage,  release or disposal  of  Hazardous
Materials  nor the  strict  compliance  by  Tenant  with  all  laws
pertaining  to  Hazardous   Materials   shall  excuse  Tenant  from
Tenant's  obligation  of  indemnification  pursuant to this Section
1.3H.  Tenant's  obligations  pursuant to the  foregoing  indemnity
shall survive the expiration or earlier termination of this Lease.

      57.1)HAZARDOUS  MATERIALS  REPORT:   Lessee  agrees  that  if
           Lessee  is  unable  for  any  reason  to  complete   the
           certification  provided  for in  Paragraph  57.2  below,
           Lessee shall obtain and deliver to Lessor  within thirty
           (30) days before or after the  termination of this Lease
           a hazardous  substance  report  concerning  the Premises
           ("Hazardous  Materials  Report"),  the  purpose of which
           Hazardous  Materials  Report  shall  be to  affirm  that
           Lessee shall be in compliance with all applicable  laws,
           ordinances,  rules and  regulations of any  governmental
           agency having  jurisdiction  concerning the use, storage
           and/or   disposition  of  hazardous   materials  on  the
           Premises  at  the  termination  of  this  Lease  or  any
           extension  thereof.  Lessee shall  obtain the  Hazardous
           Material  Report at its sole cost and  expense.  For the
           purposes  of this  report,  a  "hazardous  Material"  is
           defined  as any  substance  the  existence  or effect of
           which is  subject  to any  substance  the  existence  or
           effect of which is  subject to  Federal,  State or local
           regulation,  investigation,  correction  or  removal  as
           potentially  injurious  to  public  health  or  welfare.
           Lessor  and Lessee  acknowledge  that  extensive  local,
           State  and   Federal   legislation   establishes   broad
           liability  upon owners  and/or user of real property for
           the  investigation  and  correction  of  such  hazardous
           material  conditions.  The  Hazardous  Material  Reports
           shall  be  in  writing,  and  shall  be  prepared  by  a
           licensed  contractor  or engineer  competent  to perform
           such   investigation   on  behalf  of  Lessee.   If  the
           Hazardous  Report shall  indicate a condition  requiring
           correction  or posing a potential  liability  to Lessor,
           Lessee shall  forthwith cure the condition (s) specified
           in the Hazardous  Materials Report at Lessee's sole cost
           and expense, prior to the termination of this Lease.



      57.2)HAZARDOUS  MATERIALS  CERTIFICATION  BY  LESSEE:  Lessee
           will execute an indemnification  agreement and notarized
           certification under penalty or perjury  substantially as
           follows:

           a.   that no hazardous  materials  other than those,  if
                any,  listed in Exhibit "A" has been  introduced to
                the Premises.

           b.   that  there  has  been  no  spillage  of  hazardous
                materials   listed   in   Exhibit   "A"  that  such
                materials  have  been  properly  stored  in  closed
                containers in accordance  with the law and disposed
                of in accordance with the law.

           c.   that  Lessee  agrees to pay the cost of cleaning up
                any  contamination  resulting  from Lessee's use or
                occupancy  of the  Premises  and hold  harmless and
                indemnify   Lessor  and  Lessor's  agents  for  any
                claims that result therefrom.  Lessee shall deliver
                such  certification  to  Lessor  within  five  days
                before or after the  termination  for any reason of
                Lessee's  occupancy  of  the  Premises.  If  Lessee
                fails to so deliver such  certification  within the
                time   required,   Lessee  shall  comply  with  the
                provisions of Paragraph 56.1 above.

      57.3)EMMISSION; STORAGE, USE AND DISPOSAL OF WASTE:

           a.   Emissions.  Lessee shall not:

                1)   Permit  any  vehicle on the  premises  to emit
                     exhaust,   which  is  in   violation   of  any
                     governmental   law,   rule,    regulation   or
                     requirement.

                2)   Discharge,  emit or permit to be discharged or
                     emitted,  any liquid, solid or gaseous matter,
                     or   any   combination   thereof,   into   the
                     atmosphere,  the  ground  or any body of water
                     which  matter,  as  reasonable  determined  by
                     Lessor or any  governmental  entity,  does, or
                     may,  pollute or contaminate  the same, or is,
                     or may become,  radioactive  or does,  or may,
                     adversely  affect  the (a) health or safety of
                     persons,  wherever  located,  whether  on  the
                     Premises or anywhere else, (b) condition,  use
                     o enjoyment  of the Premises or any other real
                     or personal property,  whether on the Premises
                     or anywhere  else,  or (c)  Premises or any of
                     the improvements  thereto or thereon including
                     buildings,  foundation,  pipes, utility lines,
                     landscaping or parking area.

                3)   Produce,   or  permit  to  be  produced,   any
                     intense glare,  light or heat except within an
                     enclosed  or  screened  area and then  only in
                     such  manner  that  the  glare,  light or heat
                     shall  not be  discernable  from  outside  the
                     Premises.

                4)   Create,  or  permit to be  created,  any sound
                     pressure  level which will  interfere with the
                     quiet  enjoyment of any real property  outside
                     the Premises,  or which will create a nuisance
                     or  violate  any   governmental   law,   rule,
                     regulation or requirement.

                5)   Create,  or permit to be  create,  any  ground
                     vibration  that  is  discernable  outside  the
                     Premises.

                6)   Transmit,  receive or permit to be transmitted
                     or received,  any  electromagnetic,  microwave
                     or  other   radiation   which  is  harmful  or
                     hazardous  to any  person or  property  in, or
                     about the Premises, or anywhere else.

           b.   Storage and Use

                1)   Storage.  Subject  to the uses  permitted  and
                     prohibited  to Lessee under the lease.  Lessee
                     shall   store  in   appropriate   leak   proof
                     containers   all  solid,   liquid  or  gaseous
                     matter,  or  any  combination  thereof,  which
                     matter,  if  discharged  or  emitted  into the
                     atmosphere,  the  ground or any body of water,
                     does or may (a)  pollute  or  contaminate  the
                     same, or (b)  adversely  affect the (i) health
                     or safety of person,  whether on the  Premises
                     or  anywhere  else,  (ii)  condition,  use  to
                     enjoyment  of  the  Premises  or any  real  or
                     personal property,  whether on the Premises or
                     anywhere  else,  or (iii)  Premises  or any of
                     the improvements thereto or thereon.

                2)   Use.  In  addition,   without  Lessor's  prior
                     consent,   Lessee  shall  not  use,  store  or
                     permit to remain on the  Premises  any  solid,
                     liquid  or  gaseous  matter,  which is, or may
                     become  radioactive.  If Lessor  does give its
                     consent,  Lessee shall store the  materials in
                     such a matter  that no  radioactivity  will be
                     detectable  outside a designated  storage area
                     and Lessee  shall use the  materials in such a
                     manner that (a) no real or  personal  property
                     outside  the  designated  storage  area  shall
                     become  contaminated  thereby or (b) there are
                     and  shall be no  adverse  effects  on the (i)
                     health  or safety of  person,  whether  on the
                     Premises or  anywhere  else,  (ii)  condition,
                     use or  enjoyment  of the Premises or any real
                     personal  property  thereon  or  therein,   or
                     (iii)  Premises  to any  of  the  improvements
                     thereto or thereon.

           c.   Disposal of Waste

                1)   Refuse  Disposal.  Lessee  shall  not keep any
                     trash,  garbage,  waste or other refuse on the
                     Premises  except in sanitary  containers  and,
                     except  for  normal  trash  removal by Lessee,
                     shall   regularly   and   frequently    remove
                     extraordinary   trash   from   the   Premises.
                     Lessee    shall    keep   all    incinerators,
                     containers   or  other   equipment   used  for
                     storage or  disposal  of such  materials  in a
                     clean and sanitary condition.

                2)   Sewage   Disposal.   Lessee   shall   properly
                     dispose of all  sanitary  sewage and shall not
                     use the  sewage  disposal  system  (a) for the
                     disposal of anything  except  sanitary  sewage
                     or  (b)  excess  of  the  lesser   amount  (i)
                     reasonably  contemplated by the uses permitted
                     under  this  Lease  or (ii)  permitted  by any
                     governmental  entity.  Tenant  shall  keep the
                     sewage    disposal    system   free   of   all
                     obstructions and in good operating condition.

                3)   Disposal   of  Other   Waste.   Lessee   shall
                     properly  dispose of all of the waste or other
                     matter  delivered  to,  stored  upon,  located
                     upon or within,  used on, or removed from, the
                     Premises  in such a manner  that it does  not,
                     and will not,  adversely affect the (a) health
                     or  safety  of   person,   wherever   located,
                     whether  on  the  Premises  or  elsewhere  (b)
                     condition,  use or  enjoyment  of the Premises
                     or  any  other  real  or  personal   property,
                     wherever  located,  whether on the Premises or
                     anywhere  else,  or (c) Premises or any of the
                     improvements   thereto  or  thereon  including
                     buildings,  foundation,  pipes, utility lines,
                     landscaping or parking areas.

           d.   Information  Lessee shall  provide  Lessor with any
                and all  information  regarding  hazardous or toxic
                materials,  in the  Premises,  including  copies of
                all filings and  reports to  governmental  entities
                at  the   time   they   are   originated   and  any
                information  requested  by Lessor.  In the event of
                any  accident,  spill of other  incident  involving
                hazardous  or  toxic  matter  of which  Lessee  has
                actual knowledge,  Lessee shall immediately  report
                the  same to  Lessor  and  supply  Lessor  with all
                information  and reports  with respect to the same.
                All information  described herein shall be provided
                to Lessor  regardless  of any claim by Lessee  that
                it is confidential or privileged.


           e.   Compliance  with  Law   Notwithstanding  any  other
                provision  in this  Lease to the  contrary,  Lessee
                shall  comply with all laws,  statues,  ordinances,
                regulations,    rules   and   other    governmental
                requirements  in  complying  with  its  obligations
                under this lease,  and in  particular,  relating to
                the  storage,  use and  disposal  of  hazardous  or
                toxic matter.

      58.  WATER  USE  /  SHORTAGE  DISCLOSURE  /  ASSESSMENTS  AND
FINES:  All parties to this lease  acknowledge  the  following:  In
Monterey County water is a scarce  resource,  due to recent drought
years,   limitations  on  water  use  and  consumption   have  been
implemented  to water users in the past and will  continue into the
future.   These  limitations  include,  but  are  not  limited  to:
water   rationing;    limitation/restriction   of   new   fixtures;
limitation/restriction  to businesses due to potential  increase in
water  use;  implementation  of fines for  overages  of water  use;
implementation  of  fees  resulting  from  new  fixtures  or  water
hookups or  increased  water use.  Lessee  hereby  agrees to comply
and abide by all rules,  regulations  and  policies  adopted by the
Monterey Water  Management  District or its  successors,  including
but not limited to the payment of fines,  fees and assessments,  as
a  result  of the  occupancy  and use of the  premises  by  Lessee.
Lessee  shall pay said  amounts of  pro-rata,  or 100% if resulting
from  Lessee  use of premise  promptly  so as to avoid a lien being
placed upon Lessor's  property by the  district.  Lessee may appeal
the decision of the  district,  provided  Lessee's  action does not
create a lien upon  Lessor's  property.  Lessee is hereby  informed
that if for any  reason  assessments,  fees or  fines  are  imposed
upon the property,  Lessor may pay such assessments,  fees or fines
and  deduct  them  from  the  prepaid  rents  and/or  the  security
deposit  and  Lessee  shall  within  ten  (10)  days  from  notice,
restore  the  prepaid  rents  and/or  the  security   deposit,   as
provided for in this lease.  In the event Lessee's  actions or lack
of actions  results in a lien being placed upon Lessor's  property,
Lessor may, in his sole  discretion,  declare Lessee in default and
terminate  this lease upon ten (10) days  advance  written  notice.
Lessor further  acknowledges that no  representation  has been made
by   Lessor,   and  A.G.   Davi,   Ltd.   and/or   its  agents  and
representatives  about the  Lessee's  right to water use,  increase
use or  installation of additional  water  fixtures.  Lessee agrees
to hold harmless and indemnify  Lessor,  and A.G. Davi, Ltd. and/or
its  agents  or  representatives   from  any  liability  and  costs
relating to this issue,  including but not limited to  assessments,
fines, fees, attorney fees and court costs.

      59.
      60.   RECORDING:  Lessee will not record this lease.

      61.   SURRENDER OF PREMISES:  Upon  expiration  or  termination  of
this Lease,  Lessee shall  surrender  possession of the premises in
the  condition  required  by  this  Lease,  and  Lessee  shall,  at
Lessee's  expense,  a) remove all  signage  from the  exterior  and
interior of the premises and or building and or common  areas,  and
(b) remove all Lessees  trade  fixtures and  personal  property and
those  claiming  under Lessee from the  premises and the  property,
subject to the limitation,  of this Lease agreement,  and (c) clean
the  premises  including,  but not  limited  to  windows,  carpets,
floors,  walls,  ceilings,  (d) quit and  deliver  up the  premises
peaceable  and quietly and in as good order and  conditions  as the
same  were  in on the  date  the  term  of  this  Lease  commenced,
ordinary  wear  and  tear   excepted.   Additionally,   all  Lessee
alterations  of the premises,  at the election of the Lessor,  will
be removed and the premises  will be returned to the  conditions as
at the time of the  commencement  of this Lease,  at the expense of
the Lessee,(e)  surrender all keys, any key cards,  and any parking
stickers  or cards,  to  Landlord,  and advise  Landlord  as to the
combination of any locks or vaults then remaining in the Premises.

      62.  LIMITATION  TO  LESSOR'S  PERSONAL   LIABILITY:   Lessee
shall look solely to  Lessor's  interest  in the  building  and the
land of which  the  premises  form a part for the  recovery  of any
claims,  damages or judgment  against Lessor,  and if Lessor is (i)
a partnership,  its partners whether general or limited,  or (ii) a
corporation,  its directors,  officers or shareholders,  or (iii) a
limited  liability  company,  its  members  or  (iv)  a  trust  its
beneficiaries,  shall  never  be  personally  liable  for any  such
claims, damages or judgment.

      63.  ALTERATIONS/IMPROVEMENTS:  Lessee  shall  not  make  any
improvements on the property  without Lessor's  consent.  In making
any  alterations  that  Lessee  has a right to make,  Lessee  shall
comply with the following:

           a.   Lessee shall submit  reasonably  detailed plans and
                specifications of the proposed  alterations  before
                the    commencement   of   such   Lessor   approved
                alterations.

           b.   The  alterations  shall not commence until five (5)
                days after Lessor has  received  notice from Lessee
                stating  the date the  construction  is to commence
                so that  Lessor can post and record an  appropriate
                notice of non-responsibility.

           c.   The proposed  improvements shall be approved by all
                the  appropriate   government  agencies,   and  all
                applicable  permits  and  authorizations  shall  be
                obtained before  commencement  of the  alterations.
                All  approved  improvements  shall be  completed in
                the standard workmanship quality.

           d.   The proposed  improvements shall be approved by all
                the  appropriate   government  agencies,   and  all
                applicable laws.

           e.   Before  commencing the alterations and at all times
                during   construction,    Lessee   shall   maintain
                insurance  as  provided  for in  paragraphs  18 and
                19. In addition,  contractor  shall be licensed and
                insured  and  a  Certificate   of  Insurance   with
                liability  insurance in the amount of $1,000,000.00
                and  Worker's   Compensation   Insurance  shall  be
                provided by Lessee's  contractor  to Lessor  within
                10 days prior to  commencement of any work and said
                certificate   shall  name  Lessor  as  additionally
                insured.

           f.   Lessee  shall pay all costs for  construction  done
                by it or  caused  to be done by it on the  premises
                as permitted  by this Lease.  Lessee shall keep the
                improvements   and  land  free  and  clear  of  all
                mechanics' liens resulting from  construction  done
                by or for Lessee.

      64.  AMERICANS  WITH  DISABILITIES  ACT: On July 26, 1990 the
Americans  With  Disabilities  Act of 1990  (ADA) was  signed  into
law.    This   federal   Civil   rights    legislation    prohibits
discrimination  against  individuals  with  disabilities.  The  ADA
affects    almost   all    commercial    facilities    and   public
accommodations.  Residential  properties are not typically  covered
by the  ADA but  may be  governed  by its  provisions  if used  for
certain  purposes.   The  ADA  can  require,  among  other  things,
buildings  to  be  made  readily   accessible   to  the   disabled.
Different  requirements  apply to new construction,  alterations to
existing   buildings,   and   removal  of   barriers   in  existing
buildings.   Compliance  with  the  ADA  may  require   significant
costs.  Monetary  and  injunctive  remedies  may be incurred if the
property  is not in  compliance.  Neither  Lessor nor a real estate
broker  does  have the  technical  expertise  to  either  determine
whether a building is in  compliance  with ADA  requirements  or to
advise a Lessee on the  requirements  of the ADA.  Any  Lessee  who
is a  party  to  the  above  referenced  agreement  is  advised  to
contact  an  attorney,  contractor,  architect,  engineer  or other
qualified  professional  of his/her own  choosing to  determine  to
what  degree,  if at all,  the ADA impacts  upon that  principal or
this  transaction.  It will  be the  Lessee's  responsibilities  to
comply  with  this act,  at no cost to  Lessor,  throughout  entire
term and any extension of this lease.

      65.  NOTICE  OF  SURRENDER:  Lessee  shall,  at least  thirty
(30)  days  before  the  date of  expiration  of this  lease,  give
Lessor a written  notice  of  intention  to  surrender  the  leased
premises  on that date.  If such  notice is not  given,  the Lessee
shall be liable for rent of one additional month.

      66.  REAL ESTATE  BROKERAGE  FEE:  Lessee  warrants to Lessor
that there are no Real Estate  brokerage  fees  offered or required
in  conjunction  with this lease which may arise as a result of the
execution  of this  lease  and  agrees to pay said  fees,  and hold
harmless and indemnify  Lessor from any claims for  brokerage  fees
for failure to pay said fee.

      67.  LESSOR  LOAN OR  SALE:  Lessee  agrees  within  ten (10)
business days of receipt of written  request by Lessor,  to execute
and  deliver  to  Lessor  any   reasonably   necessary   documents,
including estoppel  certificates,  in a form reasonably  acceptable
to  Lessee,  presented  to Lessee by  Lessor.  Lessee's  failure to
deliver an  estoppel  certificate  within  five (5) days  following
such  request  shall  constitute  a default  under  this  Lease and
shall be  conclusive  upon  Lessee that this Lease is in full force
and effect and has not been modified  except as may be  represented
by  Lessor  and that  there are no  uncured  defaults  in  Lessor's
performance.  In addition,  if  requested  by Lessor,  Lessee shall
deliver  to Lessor,  on a  reasonable  basis but nor more  frequent
than  annually,  or to any  prospective  lender or purchaser of the
Property,  financial  statements  of  Lessee  covering  the two (2)
fiscal years immediately preceding the request.

      68.  ATTORNMENT:  If  Lessor  conveys  in a  Sale  all of its
rights  and  duties in and to the  Lease  and/or  Premises  and the
realty  underlying  the  Premises,  or if an  interest in Lessor or
Lessor's  equity of redemption  or other  interest in the Lease and
the Premises  under a mortgage,  deed of trust,  pledge or security
agreement  is  foreclosed  judicially  or  nonjudicially,  upon the
request of Lessor's lawful  successor,  Lessee shall attorn to said
successor,  provided said  successor  accepts the Premises  subject
to this Lease.  The  foregoing  notwithstanding,  in accepting  the
Premises  subject to this Lease,  said successor shall not be bound
by (i) any  prepayment of more than one month's  rental (except for
payments  under  Article  7,   "Security   Deposit")  or  (ii)  any
material  amendment  of this  Lease  made  after  the  later of the
Effective  Date or such date as the  successor's  lien or  interest
first arose,  unless said  successor  shall have  consented to such
amendment.

      69.  MUTUAL  WAIVER  OF RIGHT OF  SUBROGATION:  Except as may
be provided  herein,  Lessor and Lessee each hereby  waives any and
all  rights of  recovery  against  the  other and their  respective
authorized  representatives  for  damage  to any  person  or to the
Premises,  and the  Building  and other  improvements  in which the
Premises  are  located,   and  to  fixtures,   personal   property,
Lessee's  improvements,  and alternation of either Lessor or Lessee
in or on the Premises and the  Building and other  improvements  in
which the  Premises are  located,  arising  from any cause  insured
against  under any  insurance  policies  carried by the parties and
in force at the time of any such  damage.  Each party  shall  cause
insurance  policy  obtained  by it to  provide  that the  insurance
company waives all right to recover by way of  subrogation  against
either party in connection with damage covered by any policy.

      70.  MISCELLANEOUS PROVISION

        70.1) Time of  Essence.  Time is of the  essence of each  provision
           of this Lease.

        70.2) Lessor's  Consent.  Except  as  may  otherwise  be  expressly
           stated in their  Lease,  any consent  required by Lessor
           under this Lease must be granted in writing  and must be
           withheld  or  conditioned  by Lessor  in its  reasonable
           discretion.

        70.3) Severability.  It is agreed  that,  if any  provision of this
           Lease  shall be  determined  to be void by any  court of
           competent  jurisdiction,  then such determination  shall
           not  affect  any other  provision  of this Lease and all
           such  other  provisions  shall  remain in full force and
           effect.  It is  the  intention  of  the  parties  hereto
           that, if any  provisions of this Lease is capable of two
           (2)  constructions,   one  of  which  would  render  the
           provision  void and the other of which would  render the
           provision  valid,  then  the  provision  shall  have the
           meaning which renders it valid.

        70.4) Warranty  of  Authority.  If  Lessee  is a  corporation,  the
           person  or  persons  executing  this  Lease on behalf of
           Lessee  hereby  covenant and warrant as of the Effective
           Date   that:   (a)   Lessee   is  a   duly   constituted
           corporation,  qualified  to do  business  in  the  State
           where the  Center is  located;  (b)  Lessee has paid all
           applicable   franchise  and  corporate  taxes;  and  (c)
           Lessee  will file when due all  future  forms,  reports,
           fees  and  other  documents  necessary  to  comply  with
           applicable laws.

        70.5) Right  to  Lease.  Lessor  reserves  the  absolute  right  to
           effect such other  tenancies  in the Center as Landlord,
           in the exercise of its sole  business  judgement,  shall
           determine  to best  promote the  interest of the Center.
           Lessee  does  not  rely on the  fact,  nor  does  Lessor
           represent,  that there shall be any  specific  occupants
           or number of  occupants of space in the Center after the
           Effective Date.

        70.6) Waiver of  Rights  of  Redemption.  Lessee  hereby  expressly
           waives  any and all rights of  redemption  granted by or
           under any present or future laws in the event  Lessee is
           evicted  or  dispossessed  for any cause or in the event
           Lessor  obtains  possession of the Premises by reason of
           the  violation by Lessee of any of the terms,  covenants
           and  conditions of this Lease or  otherwise.  The rights
           given to Lessor  herein  are in  addition  to any rights
           that may be given to Lessor by any statute or otherwise.

         70.8) Earthquake and Seismic Hazard Area.  Lessee is hereby advised
           that  the  subject   property   is  located   within  an
           Earthquake  and Seismic Hazard Area and that lessor does
           not  maintain  Earthquake  Insurance  on  the  building.
           Lessee  accepts the  premises  with this  knowledge  and
           understands  that  it is the  lessee  responsibility  to
           investigate   this  matter,   and  to  obtain  insurance
           coverage  on  lessee  personal  property.  Lessee  holds
           harmless and free of any liability,  and will indemnify,
           the lessor,  lessor agents and property manager, for any
           loss or liability resulting therefrom.

        70.9) Agency Disclosure.  Lessee  acknowledges and agrees that A.G.
           Davi Ltd. is the lessor  agent and or  property  manager
           and  is  only  representing  "the  lessor  exclusively".
           Lessor   recommends  that  Lessee  obtain   professional
           advise  and to  engage  legal  counsel  for  lessee  own
           representation.

EXHIBITS, SUPPLEMENTS AND ADDENDUM'S

The attached Exhibits and Addendum's are incorporated herein:

LEASE EXHIBIT "A"         LEASE EXHIBIT "B"          LEASE EXHIBIT "C"

ADDENDUM 1      PERCENTAGE RENTAL AGREEMENT
ADDENDUM 2      1st OPTION TO RENEW
ADDENDUM 3      2nd OPTION TO RENEW

IN WITNESS  WHEREOF,  the above named  parties  hereto have: A) set
their  hands the date first  hereinabove  written,  B)  acknowledge
receipt of a copy hereof,  and C) have read,  understand  and agree
to all of the above.

LESSOR:                             LESSEE:

_/s/ ANTONY DAVI, JR._______        _/s/ HARRY WARDWELL_
----------------------------        --------------------------------

_/s/ JEFF DAVI_______________________Sr. Vice President,
                                      Branch Administrator ___
----------------------------        --------------------------------

_7-16-02 ____________________________7-16-02______________________________
----------------------------        --------------------------------
Dated                               Dated



<PAGE>


LEASE EXHIBIT "A"
----------------

Lease particulars (this page) and schematic location (next
page-not to scale) of Demised premises, common area, located at
439 Alvarado , California, 93940 .

Lessor                         :     Jeff Davi & Anthony Davi Jr.

Lessee                         :     Community Bank of Central California

Building                       :    439 Alvarado St, Monterey, CA

Floor Area                     :    11,782 Gross sq.ft

Term of Lease                  :    TenYears (10), PLUS TWO
                                    CONSECUTIVE 5 YEAR OPTIONS

Date of Commencement           :     September 6, 2002

Date of Expiration             :     August 31, 2012

Rental (Initial Fixed Rent)    :     $14,340.00 per month (Triple Net)

Security Deposit               :     -0- (waived)

Initial Payment                :     $58,250.00 (see Addendum No. 1)

Property Taxes                 :     100%

Real Property/Liability/Earthquake/Glass Insurance: 100%

Common Areas Percentage        :     100%

Business Purpose               :     Bank Branch & Offices

Additional Insured(s)          :     A.G. Davi Ltd and all
                                     allied associates, Jeff Davi
                                     & Anthony G. Davi Jr.

Address for Notices
Lessor                         :     c/o A.G. Davi Ltd, P.O.
                                     Box 2350
                                     484 Washington St, Suite D,
                                     Monterey, CA 93940

Lessee                         :     c/o Community Bank Main
                                     Branch, 301 Main
                                     Street, Salinas, CA  93902

Estimate of Initial Payment
      Fixed Rent               :    $14,340.00
      MRWPCA                   :    Actual paid directly by Tenant
      Taxes                    :    Actual paid directly by Tenant
      Insurance                :    Actual paid directly by Tenant
      Common Area Maintenance  :    Actual paid directly by Tenant
      Signage                  :    Actual paid directly by Tenant
      Utilities Reimbursement
       Estimate                :    Actual paid directly by Tenant
      Other Costs/Charges      :    Actual paid directly by Tenant
      TOTAL                    :    $14,340.00

Due Upon Execution of Lease:
           Security Deposit    :    -0-
           Initial Payment     :    $14,340.00
           TOTAL DUE           :    $14,340.00 plus pre-paid taxes & insurance



Date _____7-16-02__________     Date____7-16-02________________
---------------------------     -------------------------------

Lessor _/s/ ANTONY DAVI, JR__   Lessee ___/s/ HARRY WARDWELL
---------------------------     -------------------------------

Lessor __/s/ JEFF DAVI ______   Lessee
---------------------------     -------------------------------



<PAGE>


                         LEASE EXHIBIT "B"

                         Building located

                    439 Alvarado, Monterey, CA
                ----------------------------------
              Schematic Location of Demised Premises
                          (Not to Scale)






                         [graphic omitted]




<PAGE>





                         LEASE EXHIBIT "C"




 [ Exhibit "C" contains the lease agreement between the building's
    current subtenant and the previous building owner. As this
  lease is not a significant part of the property transaction or
     this Company's operations, it has been excluded from this
                           disclosure.]



<PAGE>




                           ADDENDUM NO 1
                  Addendum to Absolute Net Lease


THIS IS AN ADDENDUM to the lease between Jeff Davi & Anthony Davi
Jr.
hereafter  referred  to as Lessor  and  Community  Bank of Central
California_  herein  after  referred to as lessee for the  premises
known as _439  Alvarado  Street_  which  was  executed  on July 16,
2002.

    ALL PARTIES AGREE:  This lease and its terms and conditions
are a result of the parties mutually to facilitate a purchase on
the part of the Landlord and an tenancy on the part of the
tenant.  The parties have agreed to a reduction in the applicable
interest rate charged by the Lessee as a lender for the property
to the Landlord and the same was counterbalanced by the rent
payable  by the lessee as a   as a tenant at the property.
Further, this lease is a Master Lease of the entire building for
the original term and has been created this way in order to
facilitate a monthly rental amount due by tenant counter balanced
against the loan terms and tenant assumes all    of the
managerial and "ownership" duties of maintaining and up-keep of
the building throughout this initial term.

1.    LEASE CONTINGENCY:  This entire lease agreement is
          contingent upon the closing of the purchase agreement
          for the Landlord to buy the subject property.  If the
          purchase agreement fails to close or is cancelled for
          any reason, then this lease will be treated as if it was
          never in place, this lease will be novated.

2.     PAYMENT OF UPFRONT FUNDS:    Lessee will pay with the
          signing of this lease as their initial payment the
          amount of $58,250.00 to be used to offset the Lessee's
          first month rent, initial funds due to Landlord and
          initial expenses now due to be paid by Lessee such as
          first months rent, pre-paid taxes and insurance.as set
          forth on Exhibit A  The remaining portion of these funds
                             -
          in excess of those up front payments shall be returned
          to the Lessee immediately after the close of escrow.  In
          the event the Lessor does not consummate the acquisition
          as set forth above, then the Lessee will be refunded
          this entire amount immediately.

3.    SUBTENANT:   Part of the demised premises for the initial
          term of this lease includes part of Mezzanine &
          conference and all of the upper floor (and part of the
          parking lot) as indicated on the attached site plan
          consisting of approximately 4895 square feet of sub
          tenant space, which is currently contracted under an
          existing Lease to Gray & Battey.  This lease expires on
          July 31, 2004, and which Tenant accepts as a part of
          this agreement and the tenant's lease and possession of
          the demised premises and property is subject to that
          lease and their occupancy.  Tenant as Master tenant will
          receive all rent for this space throughout the term of
          this initial lease and any extended terms should tenant
          elect to do so.   Any new lease that may occur after
          July 31, 2004 with the current sub-tenant or any other
          tenant thereafter shall be expressly conditioned by the
          terms and conditions of this Lease and no provision in
          any sub-tenant's lease will contradict any term or
          conditions of this lease.  Any additional rent received
          from that tenant or any other tenant will be the
          property of the Lessee for the initial 10 year term.
          Lessee acknowledges and accepts that Sub-tenant and any
          future Sub-tenant will have rights and access to common
          areas of the building including but not limited to
          parking lot, elevator, mezzanine restrooms, and that the
          Lessee is responsible for maintaining that common area
          and maintaining that terms and conditions set forth in
          the Sub-Tenant's lease.  Any change in use or Sub-Tenant
          must be done so with the written consent of the Landlord
          which cannot be unreasonably withheld.  It is agreed
          that no future Sub-Tenant lease term can exceed the term
          of this Lease agreement. Lessor shall pay to Lessee the
          security deposit (security deposit is  about $4,000.00
          plus accrued interest) currently held on the above
          referenced space and Lessee shall be responsible for
          returning said security deposit to "Gray and Battey"
          upon the termination of that Lease.

          3.5   In the  event  the  existing  tenancy  of Grey  and
          Batttey,  Attorneys  at Law,  is not  renewed or extended
          beyond its current  existing term, or if Grey and Battey,
          for any  reason,  cease to be  tenants  in the  Premises,
          during the  initial  term of the  Absolute  Net Lease and
          any  option  periods  wherein   Lessee/Tenant  elects  to
          maintain  the  second  floor  within  its  tenancy,  then
          Lessee/Tenant  may  sublease  any  portion  of the second
          floor  as it deems  advisable,  provided,  however,  that
          such  sublease  shall be subject to the written  approval
          of    Lessor/Landlord,    which    approval   shall   not
          unreasonably be withheld.


4.    FINANCING:  Lessee is providing the purchase money financing
          for the Landlord to close this transaction.  Lessee
          agrees that with the signing of this lease that Lessee
          will provide 100% financing to Lessor in the amount of
          $2,225,000. Amortized over 25 years with interest @ 6%
          per annum fixed for 10 years and thereafter will be
          adjusted in five year increments to3/4% over the US
          Prime Rate as published in the Wall Street Journal.
          Lessee will charge no loan fees and no appraisal will be
          required of the property.  It is agreed and understood
          that , that the Lessee will provide final loan documents
          to the Lessor by delivering those loan documents to the
          Escrow Holder, Old Republic Title Company in Monterey,
          Escrow officer Mickey Davi, along with the initial funds
          and this fully executed lease and all addenda.   Loan
          documents will be set forth to allow funding at
          Landlord's sole discretion provided that this Lease is
          fully executed by all parties.  It is further agreed
          that the Loan shall be in the form of two loans, a first
          and a second, set forth as follows, the first in an
          amount equal to $1,825,000. and a second in an amount
          equal to $400,000 all at the same terms as outlined
          above.   All parties acknowledge and agree that certain
          requirements will be made of Lessor pursuant to the
          above referenced Loan documents and related agreements.
          Some of these requirements are passed on to the Lessee
          in this Lease who is also the Lender.  The Lessee hereby
          accepts the responsibilities acquired and passed on
          herein.

5.    FURNITURE:In the event that the building is transferred to
          Landlord with any personal property, or freestanding
          fixtures that the Lessee elects to use for its
          occupancy, it is agreed that the tenant will have the
          use of these fixtures and personal property during the
          lease term.

6.    EASEMENTS:Lessee accepts and acknowledges receipt of a
          preliminary title report outlining existing easements
          affecting the Leased property.  Lessee and any
          Sub-Tenant of Lessee shall accept the limitations of
          said easements and shall never violate the access to
          neighbors pursuant to their rights set forth in these
          existing easements.

7.    LIABILITY & INDEMNITY FROM TENANT:       Pursuant to the
          insurance provisions set forth in the lease, the Lessee
          acknowledges and accepts that the Landlord will have
          nothing to do with this property as a Landlord during
          the initial term of 10 years and that that my continue
          if tenant elects to in its option to extend.  In so
          doing, then the Lessee agrees to completely indemnify
          and hold harmless Landlord for any and all occurrences
          that may take place at our about the demised premises or
          property.  The Lessee will maintain the liability dollar
          amounts as specified in the lease as coverage to ensure
          that the Landlord is sufficiently protected due to the
          landlord's lack of involvement in the property during
          the entire lease term.

8.    BUILDING MAINTENANCE AND UP-KEEP:   In addition to the
          requirements of the lease agreement and in no-way does
          this provision supercede those defined requirements as
          set forth in the lease agreement, but this is to ensure
          that the Lessee will  keep the building in "first class"
          condition throughout the term of this lease.  For
          example, the windows will be kept clean, sidewalks will
          be power-washed on a regular basis including parking
          areas, elevator will be kept clean, and in addition,
          Lessee will ensure that every  5-7 years during the
          lease that the following capital improvements take place
          to ensure that the building is maintained in first class
          condition.  Paint the common areas; slurry seal the
          parking lot (repair or replace as needed) and re-stripe;
          maintain signage and repair as needed; common area floor
          covering and/or carpet; and Paint the building interior
          & exterior as needed.
          It is agreed that if the tenant fails to maintain the
          property as set forth in the lease agreement and in this
          addendum, then the Landlord has the right to inform the
          tenant in writing and if no action is taken within 45
          days, then the Landlord may make the needed repair or
          cleaning and bill the tenant for those costs.

9.    ADDITIONAL PROVISIONS

      9.1. Any provisions of the foregoing Absolute Net Lease that
conflicts with the "WITNESSETH" portion of the Absolute Net Lease
and  this Addendum No. 1, Addendum To Absolute Net Lease shall be
interpreted in favor of the latter (i.e the said Addendum and the
"WITNESSETH" provisions) and, if such interpretation reasonably
dictates it, the conflicting provision shall be so modified.

      9.2. Any provision of the Absolute Net Lease and/or Addendum
No. 1, Addendum To Absolute Net Lease requiring Lessee/Tenant to
comply with governmental requirements, avoid liens or otherwise
comply with the law, shall first allow time for Lessee/Tenant to,
in good faith, dispute, mediate, arbitrate or litigate the issue
and, if unsuccessful therein, then such duty to Lessor/Landlord
shall apply and Lessee/Tenant shall pay all costs and penalties
resulting therefrom.  In the event such actions by Lessee/Tenant
cause Lessor/Landlord to incur attorney fees or costs to protect
their title to, or their ownership interest in, the Premises,
Lessee/Tenant shall indemnify Lessor/Landlord and hold them
harmless from said attorney fees and costs.

      9.3.   During the initial term of the Absolute Net Lease and
any option periods wherein Lessee/Tenant elects to maintain the
second floor within its tenancy, any all rents, payments, and
considerations received by Lessee/Tenant shall be, and remain the
property, of Lessee/Tenant, provided, however, that if the rent
Lessee/Tenant receives from any renting of the Premises exceeds
the amount  Lessee/Tenant is, at that time, contractually
obligated to pay to Lessor/Landlord, then  Lessor/Landlord shall
receive any such excess rent.

      9.4.   Lessee/Tenant shall have the right, without charge or
transfer fee, to sublease, assign, novate, sell or transfer its
interest in the Absolute Net Lease, and any extensions thereof,
to any banking or similar entity, whether the same be pursuant to
a sale, merger, acquisition, reorganization, or subsidiary
formation, provided however, such sublease, assignment, novation,
sale or transfer shall be to an entity of equal creditworthiness
to Lessee/Tenant.


      9.5   Paragraph 15. of the foregoing Absolute Net Lease is
modified as follows Lessee's responsibility under this lease
shall exclude pre-existing hazardous materials as per paragraph
57 of this Lease.  Lessees responsibility under this lease shall
exclude pre-existing structural conditions as defined in Appendix
"A" (recommended immediate needs) of the  "Property Condition
Report" dated July 12, 2002 by Professional Service Industries ,
Inc. provided that Lessee's use and or actions do not trigger the
requirement that a pre-existing structural condition be repaired,
corrected  or modified

      9.6.  Lessee/Tenant shall have absolutely no responsibility
or liability for, or duty to correct or mitigate any condition
described in Paragraph 57 of the Absolute Net Lease that was in
existence prior to the date hereof, and Lessor/Landlord shall
indemnify and hold Lessee/Tenant harmless therefrom.

      9.7    Lessee shall be given possession on the close of escrow.
      Provided that Lessee is given possession on or before
      September 30, 2002 Lessee agrees that he will not open for
      business until after September 30, 2002, but Lessee will
      be given full possession and use of the entire premises to
      prepare the business for its opening.

      9.8  Whenever the terms "sole discretion", "1st class", "as
      they are deemed necessary by Landlord", "reasonable
      discretion" and similar criteria and subjective terms are
      used, the same shall be interpreted to mean that the matter
      or issue shall meet, adhere to and comply with reasonable
      standards as may exist in the commercial building business
      area in downtown Monterey, California dealing with buildings
      of similar age and construction as to condition repair &
      maintenance of the premises.

All other terms of the Lease are to remain in full force and the
parties have  mutually agreed no other agreements oral, written
or implied unless contained in this agreement or any future
addendum to this agreement fully executed by all parties.

The undersigned hereby acknowledges receipt and agrees to the
above:


LESSEE:
Community Bank of Central California:

_/s/ HARRY O. WARDWELL__ Date___7-16-02_____ Time__2:45___pm
-------------------------    ----------------    ---------

LESSEE:
Community Bank of Central California:

________________________ Date_______________ Time_________am/pm
-------------------------    ----------------    ---------


LESSOR

____/s/ ANTONY DAVI, JR__Date___7-16-02_____ Time__2:45___pm
-------------------------    ----------------    ---------

LESSOR

____/s/ JEFF DAVI _______Date___7-17-02_____ Time__2:52___pm
-------------------------    ----------------    ---------


<PAGE>


                        LEASE ADDENDUM NO 2

                        1st Option to Renew

If  Lessee is not and has not been in  default  under the terms and
performance  of this Lease,  and that  Lessor is: (a) not  required
to provide  any  Lessor  improvement  or grant free rent;  (b) that
Lessee has not assign,  sublet,  transferred,  sold,  mortgaged  or
hypothecated  this lease except as maybe  contractually  permitted;
(c) that  Lessee has not been and is not  currently  delinquent  in
the payment of rents;  Lessor  grants to Lessee an option to extend
the term of this Lease for an additional  term of Five Years,  upon
similar  terms and  conditions,  beginning on September 1, 2012 and
ending on August  31,  2017,subject  to the  following  conditions.
This  option  must be  exercised  by  providing  written  notice by
registered or certified  mail,  postage prepaid with return receipt
requested  and  addressed  to  Lessor  at the  address  for  notice
provided  in this Lease to Lessor  not sooner  that nine (9) months
prior  to the  expiration  or  later  than  six  (6)  prior  to the
expiration  of the Lease.  The  monthly  rent for the first year of
the renewal  period  shall be  determined  by mutual  agreement  of
fair market rent for the downtown  Monterey,  Alvarado St. area, by
Lessor and Lessee,  or if they  cannot  agree by  appraisal  as set
forth  herein.  It is  understood  that at this time the tenant may
determine to give the  upstairs  space back to the landlord for him
to retain  and lease out at its own  discretion,  in so doing  then
the  tenants  square foot shall be revised to the  following  gross
rentable square feet,  representing the main floor,  basement,  and
partial  mezzanine  &  mezzanine  break room  offices  or  storage.
Should   tenant   elect  to  give  up  the  top  floor   space  the
notification  to  tenant  must  take  place  at the  time of  their
written  notice  to  Landlord  to  exercise  their  option  and the
revised  gross  square  feet  of the  demised  premises  will  then
become,  6,887  square  feet.  If tenant  elects not to give up the
top floor  space at the time of their  exercising  of their  option
then the  tenant  will be  unable  to give up that  square  footage
after the final rent is determined as set forth below.

The parties  shall have thirty (30) days after Lessor  receives the
notice of  exercise  from Lessee in which to agree on the rental of
the  premises.  If the  parties  are  unable to agree on the rental
within that period,  then within ten days after the  expiration  of
that  period  each  party,  as its  respective  cost and by  giving
notice to the other party,  shall  appoint a qualified  real estate
appraiser  or  broker,  with at  least  five  (5)  years  full-time
commercial appraisal  experience on the Monterey Peninsula,  to set
the rental  value.  If a party does not  appoint  an  appraiser  or
broker  within  fifteen  (15) days after the other  party has given
notice  of  the  name  of  its  appraiser  or  broker,  the  single
appraiser or broker  appointed  shall be the sole  appraiser/broker
and  shall  set the  rental  value.  If the two  appraisers/brokers
are  appointed  by the  parties as stated  herein,  they shall meet
promptly  and  attempt  to set the fair  market  rental  value.  If
they are unable to agree on the rental  value  within  thirty  (30)
days after the second  appraiser/broker  has been  appointed,  they
shall   attempt   to   elect   a   appraiser/broker   meeting   the
qualifications  set forth  above  within  ten (10)  days  after the
last day the two  appraisers/brokers  are  given to set the  rental
value.    If   they   are    unable   to   agree   on   the   third
appraiser/broker,  either  party may,  by giving  ten days  written
notice  to the  other  party,  apply to the then  president  of the
local  Association  of  Realtors  for  the  selection  of  a  third
appraiser/broker  who  meets  the  qualifications   stated  herein.
Each of the parties  shall bear one half of the cost of  appointing
the   third    appraiser/broker    and   of   paying    the   third
appraiser/broker's   fee.  The  third   appraiser/broker,   however
selected,  shall be a person  who has not  previously  acted in any
capacity for either party

Within   thirty   (30)  days  after  the   selection   of  a  third
appraiser/broker,  the  third  appraiser/broker  shall set the fair
market   rental   value.   The  rental  value  set  by  this  third
appraiser/broker  shall be either (A) the rental  value  previously
proposed by the  appraiser/broker  employed  by Lessor,  or (B) the
rental value previously proposed by the  appraiser/broker  employed
by  Lessee.  The third  appraiser/broker  shall not have the option
of  determining  any other  rental  value,  but shall  choose  only
between  the  two  proposals   previously   made  by  the  parties'
appraiser/brokers.

The determination of the appraiser(s)/broker(s) of the rental
value for the option period as provided in this Article will be
binding on the parties and may be reduced to a judgment as would
an arbitration award under the California Arbitration Act, found
in Part III, Title 9, of the California Code of Civil Procedure,
sections 1280 et. Seq.  In no event however, shall the fixed rent
be less than the rent for the last thirty (30) days of this
original lease term.

Dated:___7-16-02 __               Dated:____ 7-16-02
      ------------                      -------------

Lessor                            Lessee

_____/s/ ANTONY DAVI, JR_          ___/s/ HARRY O.WARDWELL_
-------------------------          ------------------------

_____/s/ JEFF DAVI ______          _Sr. Vice President,
                                    Branch Administrator_
-------------------------          ------------------------



<PAGE>


                        LEASE ADDENDUM NO 3

                        2nd Option to Renew

If  Lessee is not and has not been in  default  under the terms and
performance  of this Lease,  and that  Lessor is: (a) not  required
to provide  any  Lessor  improvement  or grant free rent;  (b) that
Lessee has not assign,  sublet,  transferred,  sold,  mortgaged  or
hypothecated  this lease except as maybe  contractually  permitted;
(c) that  Lessee has not been and is not  currently  delinquent  in
the payment of rents;  Lessor  grants to Lessee an option to extend
the term of this Lease for an additional  term of Five Years,  upon
similar  terms and  conditions,  beginning on September 1, 2017 and
ending on August  31,  2022,subject  to the  following  conditions.
This  option  must be  exercised  by  providing  written  notice by
registered or certified  mail,  postage prepaid with return receipt
requested  and  addressed  to  Lessor  at the  address  for  notice
provided  in this Lease to Lessor  not sooner  that nine (9) months
prior  to the  expiration  or  later  than  six  (6)  prior  to the
expiration  of the Lease.  The  monthly  rent for the first year of
the renewal  period  shall be  determined  by mutual  agreement  of
fair market rent for the downtown  Monterey,  Alvarado St. area, by
Lessor and Lessee,  or if they  cannot  agree by  appraisal  as set
forth  herein.  It is  understood  that at this time the tenant may
determine to give the  upstairs  space back to the landlord for him
to retain  and lease out at its own  discretion,  in so doing  then
the  tenants  square foot shall be revised to the  following  gross
rentable square feet,  representing the main floor,  basement,  and
partial  mezzanine  &  mezzanine  break room  offices  or  storage.
Should   tenant   elect  to  give  up  the  top  floor   space  the
notification  to  tenant  must  take  place  at the  time of  their
written  notice  to  Landlord  to  exercise  their  option  and the
revised  gross  square  feet  of the  demised  premises  will  then
become,  6,887  square  feet.  If tenant  elects not to give up the
top floor  space at the time of their  exercising  of their  option
then the  tenant  will be  unable  to give up that  square  footage
after the final rent is determined as set forth below.

The parties  shall have thirty (30) days after Lessor  receives the
notice of  exercise  from Lessee in which to agree on the rental of
the  premises.  If the  parties  are  unable to agree on the rental
within that period,  then within ten days after the  expiration  of
that  period  each  party,  as its  respective  cost and by  giving
notice to the other party,  shall  appoint a qualified  real estate
appraiser  or  broker,  with at  least  five  (5)  years  full-time
commercial appraisal  experience on the Monterey Peninsula,  to set
the rental  value.  If a party does not  appoint  an  appraiser  or
broker  within  fifteen  (15) days after the other  party has given
notice  of  the  name  of  its  appraiser  or  broker,  the  single
appraiser or broker  appointed  shall be the sole  appraiser/broker
and  shall  set the  rental  value.  If the two  appraisers/brokers
are  appointed  by the  parties as stated  herein,  they shall meet
promptly  and  attempt  to set the fair  market  rental  value.  If
they are unable to agree on the rental  value  within  thirty  (30)
days after the second  appraiser/broker  has been  appointed,  they
shall   attempt   to   elect   a   appraiser/broker   meeting   the
qualifications  set forth  above  within  ten (10)  days  after the
last day the two  appraisers/brokers  are  given to set the  rental
value.    If   they   are    unable   to   agree   on   the   third
appraiser/broker,  either  party may,  by giving  ten days  written
notice  to the  other  party,  apply to the then  president  of the
local  Association  of  Realtors  for  the  selection  of  a  third
appraiser/broker  who  meets  the  qualifications   stated  herein.
Each of the parties  shall bear one half of the cost of  appointing
the   third    appraiser/broker    and   of   paying    the   third
appraiser/broker's   fee.  The  third   appraiser/broker,   however
selected,  shall be a person  who has not  previously  acted in any
capacity for either party

Within   thirty   (30)  days  after  the   selection   of  a  third
appraiser/broker,  the  third  appraiser/broker  shall set the fair
market   rental   value.   The  rental  value  set  by  this  third
appraiser/broker  shall be either (A) the rental  value  previously
proposed by the  appraiser/broker  employed  by Lessor,  or (B) the
rental value previously proposed by the  appraiser/broker  employed
by  Lessee.  The third  appraiser/broker  shall not have the option
of  determining  any other  rental  value,  but shall  choose  only
between  the  two  proposals   previously   made  by  the  parties'
appraiser/brokers.

The determination of the appraiser(s)/broker(s) of the rental
value for the option period as provided in this Article will be
binding on the parties and may be reduced to a judgment as would
an arbitration award under the California Arbitration Act, found
in Part III, Title 9, of the California Code of Civil Procedure,
sections 1280 et. Seq.  In no event however, shall the fixed rent
be less than the rent for the last thirty (30) days of this
original lease term.

Dated:___7-16-02 __               Dated:____ 7-16-02
      ------------                      -------------

Lessor                            Lessee

_____/s/ ANTONY DAVI, JR_          ___/s/ HARRY O.WARDWELL_
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_____/s/ JEFF DAVI ______          _Sr. Vice President,
                                    Branch Administrator_
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