<PAGE>

                                                                    EXHIBIT 10.4

                                CITY CENTRE PLACE

                              400 S. Fourth Street
                                Las Vegas, Nevada

                                 LEASE AGREEMENT

                                     between

                               INTOWN OFFICE, LLC

                                       and

                            Community Bank of Nevada

                             Dated April 5th, 2002

<PAGE>

                                CITY CENTRE PLACE

                                  LEASE SUMMARY

1.      Landlord:                     Intown Office, LLC

2.      Tenant:                       Community Bank of Nevada

3.      Guarantor:                    n/a

4.      Premises:                     Suite No. ______________________________

5.      Rentable Square Feet:         10,512 (total); 5,910 (1st floor) & 4,602
                                      (2nd floor)

6.      Usable Square Feet:           9,613 (total); 5,151 (1st floor) & 4,012
                                      (2nd floor)

7.      Commencement Date:            Earlier of August 1, 2002 or Substantial
                                      Completion

8.      Expiration Date:              August 31, 2012

9.      Term:                         10 Years and 1 month

10.     Rent Commencement Date:       1 month after lease commencement

11.     Initial Base Rent (Monthly):  $23,855.46

12.     Increase in Base Rent:        See Section 1.2

13.     Security Deposit:             $23,855.46

14.     Parking Spaces and
        Monthly Fee per Space:        Executive Parking (@ $100/space/month):
                                                        14-16: (10 employee* and
                                                        4-6 customer)
                                      Unreserved Parking (@ $75/space/month): 15

15.     Base Operating Expenses:      Base Year 2002

16.     Tenant's Pro Rata Share
        of the Building               10.1%

17.     Broker:                       None

18.     Option to Renew:              (2) two, five (5) year options (See
                                      Exhibit J)

Note: This Lease Summary does not in any way modify the terms of the Lease
      Agreement, but rather is for information purposes only. The Lease
      Agreement should be consulted for all specific terms and in the event of
      any conflict between this Lease Summary and the Lease Agreement, the Lease
      Agreement shall control.

      *  AS AMENDED [ILLEGIBLE]/[ILLEGIBLE]
                    ----------- -----------
                      TENANT     LANDLORD

<PAGE>

                                 LEASE AGREEMENT

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
ARTICLES                                                                            PAGE
--------                                                                            ----
<S>                                                                                 <C>
ARTICLE 1  DEFINITIONS..........................................................      1
ARTICLE 2  GRANT OF LEASEHOLD ESTATE............................................      5
ARTICLE 3  LEASE TERM...........................................................      5
ARTICLE 4  USE OF PREMISES AND COMMON AREAS.....................................      5
ARTICLE 5  BASE RENT AND ADDITIONAL RENT........................................      6
ARTICLE 6  BASE RENT ADJUSTMENT.................................................      7
ARTICLE 7  SERVICES TO BE FURNISHED BY LANDLORD.................................      8
ARTICLE 8  IMPROVEMENTS TO BE MADE BY LANDLORD..................................      9
ARTICLE 9  MAINTENANCE AND REPAIR OF PREMISES BY LANDLORD.......................     10
ARTICLE 10 SIGNAGE..............................................................     10
ARTICLE 11 CARE OF THE PREMISES BY TENANT.......................................     11
ARTICLE 12 REPAIRS AND ALTERATIONS BY TENANT ...................................     11
ARTICLE 13 USE OF ELECTRICAL SERVICES BY TENANT.................................     12
ARTICLE 14 LAWS AND REGULATIONS.................................................     13
ARTICLE 15 BUILDING RULES.......................................................     14
ARTICLE 16 ENTRY BY LANDLORD....................................................     14
ARTICLE 17 ASSIGNMENT AND SUBLETTING............................................     14
ARTICLE 18 LIENS................................................................     16
ARTICLE 19 INSURANCE............................................................     16
ARTICLE 20 INDEMNITY............................................................     17
ARTICLE 21 DAMAGE OR DESTRUCTION TO BUILDING....................................     18
ARTICLE 22 CONDEMNATION.........................................................     19
ARTICLE 23 DAMAGES FROM CERTAIN CAUSES..........................................     19
ARTICLE 24 EVENTS OF DEFAULT....................................................     19
ARTICLE 25 LANDLORD'S REMEDIES..................................................     20
ARTICLE 26 LANDLORD'S DEFAULT ..................................................     23
ARTICLE 27 PEACEFUL ENJOYMENT...................................................     24
RELOCATION RIGHT................................................................     24
ARTICLE 28 HOLDING OVER.........................................................     24
ARTICLE 29 SUBORDINATION TO MORTGAGE............................................     24
ARTICLE 30 RESERVED.............................................................     25
ARTICLE 31 BANKRUPTCY OR INSOLVENCY.............................................     25
ARTICLE 32 AMERICANS WITH DISABILITIES ACT......................................     26
ARTICLE 33 ATTORNEY FEES........................................................     27
ARTICLE 34 NO IMPLIED WAIVER....................................................     27
ARTICLE 35 LIMITATION OF LANDLORD LIABILITY.....................................     27
ARTICLE 36 SECURITY DEPOSIT.....................................................     27
ARTICLE 37 NOTICE...............................................................     27
ARTICLE 38 SEVERABILITY.........................................................     28
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                  <C>
ARTICLE 39 RECORDATION..........................................................     28
ARTICLE 40 GOVERNING LAW........................................................     28
ARTICLE 41 FORCE MAJEURE........................................................     28
ARTICLE 42 TIME OF PERFORMANCE..................................................     28
ARTICLE 43 TRANSFERS BY LANDLORD................................................     29
ARTICLE 44 COMMISSIONS..........................................................     29
ARTICLE 45 EFFECT OF DELIVERY OF THIS LEASE.....................................     29
ARTICLE 46 CORPORATE AUTHORITY; PARTNERSHIP AUTHORITY...........................     29
ARTICLE 47 JOINT AND SEVERAL LIABILITY..........................................     29
ARTICLE 48 INTERPRETATION.......................................................     29
ARTICLE 49 INCORPORATE OF PRIOR AGREEMENTS; MODIFICATIONS.......................     30
ARTICLE 50 WAIVER OF JURY TRIAL.................................................     30
ARTICLE 51 ESTOPPEL CERTIFICATES................................................     30
ARTICLE 52 NO MERGER............................................................     30
ARTICLE 53 COUNTERPARTS.........................................................     30
ARTICLE 54 EXHIBITS.............................................................     31
</TABLE>

                                LIST OF EXHIBITS

<TABLE>
<CAPTION>
                                                                                       Principal Reference
Exhibit                                 Description                                   "In Section/Article"
-------                                 -----------                                   --------------------
<S>      <C>                                                                          <C>
"A"      Legal Description......................................................                1.3
"B"      Floor Plan of Premises.................................................               1.15
"C"      Parking Agreement......................................................             4.2(ii)
"D"      Work Letter............................................................                  8
"E"      Building Rules and Regulations.........................................                 15
"F"      Commencement Memorandum................................................                1.7
"G"      Guaranty of Lease......................................................               31.4
"H"      Estoppel Certificate...................................................                 51
"I"      Subordination, Non-Disturbance, and Attornment Agreement...............                 51
"J"      Option Agreement ......................................................               1.12
</TABLE>

<PAGE>

                                CITY CENTRE PLACE

                                LEASE AGREEMENT

      THIS LEASE AGREEMENT (the "Lease"), is made and entered into as of the 3rd
day of April, 2002, between INTOWN OFFICE, LLC, a Nevada limited liability
company ("Landlord"), and COMMUNITY BANK OF NEVADA ("Tenant").

      NOW, THEREFORE, Landlord and Tenant agree as follows:

                                    ARTICLE 1
                                   DEFINITIONS

      1.1   "Allowance" shall mean an amount equal to $320,705.

      1.2   "Base Rent" shall be determined as follows:

            (i)   Rent during the first month shall be abated.

            (ii)  During months two (2) through twenty-five (25) of the Lease
Term, the Base Rent shall be Twenty-Three Thousand Eight Hundred Fifty-Five
Dollars and 46 Cents ($23,855.46) per month.

            (iii) During months twenty-six (26) through sixty-one (61) of the
Lease Term, the Base Rent shall be Twenty-Five Thousand Three Hundred Eight
Dollars and 26 Cents ($25,308.26) per month.

            (iv)  During months Sixty-two (62) through ninety-seven (97) of the
Lease Term, the Base Rent shall be Twenty-Seven Thousand Three Hundred
Eighty-Six Dollars and 52 Cents ($27,386.52) per month.

            (v)   During months ninety-eight (98) through one hundred twenty one
(121) of the Lease Term, the Base Rent shall be Twenty-Nine Thousand Sixty-Two
Dollars and 80 Cents ($29,062.80) per month.

            Contemporaneously with Tenant's execution hereof, Tenant shall pay
to Landlord the Base Rent due for the first full calendar month during the Lease
Term

      1.3   "Building" shall mean (i) the parcel of real property described in
Exhibit "A" attached hereto and incorporated herein; (ii) the office building
and parking structure built or to be built on such parcel of real property; and
(iii) any and all other improvements thereon and appurtenances thereto. The
street address of the Building is City Centre Place, 400 S. Fourth Street, Las
Vegas, Nevada; such street address may be modified by Landlord from time to time
during the Lease Term.

      1.4   "Building Core" shall mean the area within the outermost finish face
of that portion of the Building that incorporates those areas that provide
service to the tenants of that floor and to the Building. Such areas of service
are: restroom facilities for men and women along with the vestibule therefor and
access areas thereto; electrical, mechanical, and telephone rooms; janitorial
closets; elevators and service elevators; lobby; stairs; vestibules; and all
vertical floor penetrations for mechanical, electrical, and plumbing systems for
the Building.

      1.5   "Building Shell" shall mean the condition of the Building completed
with the following improvements: (i) outside walls (not including drywall), core
walls, and elevator lobby areas completed to building standard condition for
public areas; (ii) unfinished concrete floors throughout the Premises, broom
clean; (iii) building standard 110 volt 220 amp. power supplied to the Building
Core along with

                                       -1-
<PAGE>

277/480 volt fluorescent lighting power supplied to the Building Core; (iv)
men's and ladies' restroom facilities with building standard finished located on
each floor on which the Premises are located; (v) building standard voice
communication speakers and smoke detectors in accordance with applicable
building codes and provided only at the core; and (vi) mechanical, electrical,
plumbing, life safety, heating, air conditioning and ventilation in Building
Core area as required to connect to and service the Premises.

      1.6   "Commencement Date" shall mean the earlier of the date that Tenant
actually commences any business operations from the Premises or August 1, 2002.

      1.7   "Commencement Memorandum" shall mean a document similar to Exhibit
"F" attached hereto. The Commencement Memorandum, among other things, shall
contain a reference to the Rentable Area of the Premises and Usable Area of the
Premises. Tenant agrees that the Rentable Area and Usable Area of the Premises
stated in the Commencement Memorandum shall be binding throughout the Lease
Term.

      1.8   "Default Interest Rate" shall mean the lesser of eighteen percent
(18%) per annum or the maximum interest rate permitted by law, if any.

      1.9   "Expense Stop" shall mean the amount (per square foot of Rentable
Area of the Premises) that Landlord herewith agrees to expend as its share of
Operating Expense (which shall be a credit for Tenant to apply to offset
Operating Expenses charged to the Premises), which shall be equal to the total
amount of Operating Expenses for calendar year 2002 (the "Base Year") allocated
on a per square foot of Rentable Area in the Building; provided, however, that
if occupancy of the Building during the Base Year is less than ninety-five
percent (95%), Operating Expenses for the Base Year shall be "grossed up" to
that amount of Operating Expenses that, using reasonable projections, would
normally be expected to be incurred if the Building were ninety-five percent
(95%) occupied during the Base Year; provided, further, that to the extent that
for any reason the Building was only in operation for a portion of the Base
Year, Operating Expenses for the Base year shall be "grossed up" and shall
reflect such adjustments for seasonality and otherwise as Landlord deems
appropriate to that amount of Operating Expenses that, using reasonable
projections and assumptions, would normally be expected to be incurred if the
Building had been in operation during the entire Base Year. With respect to Real
Property Taxes included in Operating Expenses for the Base Year, such amount
shall be determined under the assumption that the Building is fully assessed as
a completed and occupied unit. Landlord shall provide Tenant with a written copy
of its determination of the Base Year Operating Expenses within a reasonable
time after Landlord's calculation of the actual Base Year Operating Expenses,
including any "gross-up" pursuant to the provisions of this Paragraph. The
determination of the Base Year Operating Expenses and the "gross-up" shall be as
reasonably determined by Landlord in accordance with the definition of Operating
Expenses in Section 1.14 hereof and subject to Tenant's audit rights set forth
in Section 6.3 hereof

      1.10  "Laws" shall mean all applicable statutes, regulations, ordinances,
requirements and orders promulgated by any federal, state, local or regional
governmental authority now in force or in force after the Commencement Date.

      1.11  "Lease Interest Rate" shall mean the lesser of (i) that fluctuating
rate of interest equal to two percentage points (2%) over the rate of interest
announced from time to time by Bank of America, as its prime or reference
commercial lending rate (or in the event such bank ceases to announce such rate,
then by such other federally regulated banking institution as Landlord shall
determine), or (ii) the maximum interest rate permitted by law, if any.

      1.12  "Lease Term" shall mean the term commencing on the Commencement Date
and continuing until one hundred twenty one (121) months after the first day of
the first full calendar month following the Commencement Date; provided,
however, that the term of Tenant's and Landlord's rights and obligations
hereunder may be extended pursuant to Exhibit "J" attached hereto.

                                       -2-
<PAGE>

      1.13  "Mortgagee" shall mean the mortgagee under a mortgage or beneficiary
under a deed of trust holding a lien encumbering the Building or any holder of a
ground leasehold interest in the Building or any part thereof.

      1.14  "Operating Expenses" shall mean all reasonable costs of any kind
actually paid or incurred by Landlord in owning, operating, cleaning, equipping,
protecting, lighting, repairing, replacing, heating, air-conditioning and
maintaining the Building as a first class office project, and a proration of
Operating Expenses for all common areas within City Centre Place as determined
by Landlord (subject to Tenant's right of audit as set forth in section 6.3(a)
hereof), including by way of illustration but not limitation, all of the
following: (i) all amounts charged to the Building pursuant to any covenants,
codes, restrictions, or agreements with respect to the real property; (ii) Real
Property Taxes; (iii) all costs, charges and surcharges for utilities, water,
sewage, janitorial, waste disposal and refuse removal and all other utilities
and services provided to the Building; (iv) insurance costs for which Landlord
is responsible under this Lease or which Landlord or any Mortgagee deems
necessary or prudent; (v) any costs levied, assessed or imposed pursuant to any
applicable Laws; (vi) the cost (amortized over such period as Landlord
reasonably determines together with interest at the Lease Interest Rate on the
unamortized balance) of any capital improvements to the Building or equipment
replacements made by Landlord after the Commencement Date that are intended to
reduce other Operating Expenses or are required by any Laws or are reasonably
necessary in order to operate the Building at the same quality level as prior to
such replacement; (vii) costs and expenses of operation, repair and maintenance
of all structural and mechanical portions and components of the Building
including, without limitation, plumbing, communication, heating, ventilating and
air-conditioning ("HVAC"), elevator, and electrical and other common Building
systems; (viii) a pro rata portion of the market rate cost of the management
office rental for City Centre Place; (ix) all costs incurred in the management
and operation of the Building including, without limitation, gardening and
landscaping, maintenance of all parking areas, structures and garages,
maintenance of signs, resurfacing and repaving, painting, lighting, cleaning,
and provision of Building security; (x) all personal property taxes levied on or
attributable to personal property used in connection with the Building; (xi)
depreciation on personal property owned by Landlord which is consumed in the
operation or maintenance of the Building; (xii) rental or lease payments paid by
Landlord for rented or leased personal property used in the operation or
maintenance of the Building; (xiii) management fees, wages, salaries and other
labor costs incurred in the management and operation of the Building which
management fees shall not exceed the average fair market rate charged for third
party management of Class A office Buildings in the Las Vegas Nevada market;
(xiv) fees for required licenses and permits; (xv) reasonable legal, accounting
and other professional fees; (xvi) reasonable and appropriate reserves for
repair and replacement; and (xvii) a reasonable allowance to Landlord for
supervision of all of the foregoing at the market rate for such services for
Class A office Buildings in the Las Vegas Nevada market, not to exceed five
percent (5%) of the total of all other Operating Expenses. If the project is not
fully occupied during any portion of the Lease Term, Landlord shall make an
appropriate adjustment to Operating Expenses for such period employing sound
accounting and management principles, to determine the amount of Operating
Expenses that would have been incurred had the Building been fully occupied
during such period (collectively referred to as "Grossed-Up"). Operating
Expenses shall not include (i) depreciation of the Building or equipment
therein, (ii) commissions of real estate brokers and leasing agents, (iii) any
amounts expended for tenant improvements, and (iv) overhead and profit increment
(including any kickbacks or contract award fees) paid to Landlord or to
subsidiaries of Landlord or companies owned by relatives of Landlord's owners or
shareholders, or affiliates of Landlord, for goods and/or services in the
Building to the extent the same exceeds the costs of such goods and/or services
that would have been rendered by unaffiliated third parties on a competitive
basis to the Building.

      1.15  "Premises" shall mean that space outlined on the floor plan attached
to this Lease as Exhibit "B" and incorporated herein. The Premises are
stipulated for all purposes to contain Ten Thousand Five Hundred Twelve (10,512)
square feet of Rentable Area.

      1.16  "Real Property Taxes" shall mean and include any form of tax,
assessment, license fee, license tax, business license fee, commercial rental
tax, levy, charge, penalty, tax or similar imposition,

                                      -3-
<PAGE>

imposed by any authority having the direct power to tax, including any city,
county, state or federal government, or any school, lighting, drainage,
transportation, air pollution, environmental or other improvement or special
assessment district thereof, as against any legal or equitable interest of
Landlord in the Building and/or the Premises, including, but not limited to, the
following: (i) any tax on Landlord's "right" to rent or "right" to other income
from the Premises or as against Landlord's business of leasing the Premises;
(ii) any assessment, tax, fee, levy or charge in substitution, partially or
totally, of any assessment, tax, fee, levy or charge previously included within
the definition of Real Property Taxes (it is the intention of Tenant and
Landlord that all such new and increased assessments, taxes, fees, levies and
charges be included within the definition of "Real Property Taxes" for the
purposes of this Lease); (iii) any assessment, tax, fee, levy or charge
allocable to or measured by the area of the Premises or the rent payable
hereunder; (iv) any assessment, tax, fee, levy or charge upon this transaction
creating or transferring an interest or an estate in the Premises; (v) any
assessment, tax, fee, levy or charge based upon the number of people employed,
working at, or using the Premises or the Building, or utilizing public or
private transportation to commute to the Premises or the Building; and (vi)
reasonable legal and other professional fees, costs and disbursements incurred
in connection with proceedings to contest, determine or reduce Real Property
Taxes. Real Property Taxes shall not include federal or state income, franchise,
inheritance or estate taxes of Landlord or any of the parties which comprise
Landlord.

      1.17  "Rentable Area" of the Premises shall mean the total of the
following measurements to be determined by Landlord: (i) the entire area
included within the Premises, being the area bounded by the inside surface of
any exterior glass walls (or the inside surface of the permanent exterior wall
where there is no glass) of the Building bounding the Premises, the exterior of
all walls separating the Premises from any public corridors or other public
areas (together with any portion of the public corridor required for the build
out of the Premises), and the centerline of all walls separating the Premises
from other areas leased or to be leased to other tenants; (ii) a pro rata
portion based on the space occupied on the floor or floors on which the Premises
is located (the "Floor(s)") of the areas covered by the elevator lobbies,
corridors, restrooms, and by mechanical rooms, electrical rooms and telephone
closets situated on the Floor(s) (such pro rata portion shall be the same
percentage that the amount of Rentable Area in the Premises bears to the
Rentable Area on the Floor(s) on which the Premises is located), other than
those servicing the entire Building; and (iii) a pro rata portion of the lobby
area on the ground floor of the Building and of the area of the Building
containing the electrical/emergency equipment, fire pump equipment, electrical
switching gear, telephone equipment, mail delivery room and other facilities
serving the Building (such pro rata portion shall be the same percentage that
the amount of Rentable Area of the Premises bears to the total Rentable Area in
the entire Building). The Building is stipulated for all purposes to contain One
Hundred Three Thousand One Hundred Ninety-Nine (103,199) square feet of Rentable
Area.

      1.18  "Security Deposit" shall mean the sum of Twenty-Three Thousand Eight
Hundred Fifty-Five Dollars and 46 Cents ($23,855.46).

      1.19  "Tenant's Share" shall be 10.1%.

      1.20  "Usable Area" for the Premises shall be based on a Building Common
Area Factor of 14.7157% and shall be used to describe the Rentable Area for the
Premises, minus the following reductions as determined by Landlord: the sum of
(i) the Premises pro rata portion of the lobby area on the ground floor and
electrical/emergency equipment, fire pump equipment, electrical switching gear,
telephone equipment, mail delivery facilities, elevator penthouse, security
rooms, trash rooms and other areas which service the entire Building as
specified in the definition of Rentable Area, and (ii) the Premises' pro rata
portion of the space occupied on the floor(s) of the Premises covered by the
elevator lobbies, corridors, restrooms, mechanical rooms, electrical rooms and
telephone closets situated on such floors as specified in the definition of
Rentable Area.

                                       -4-
<PAGE>

                                    ARTICLE 2
                            GRANT OF LEASEHOLD ESTATE

      Subject to and upon the terms and conditions herein set forth, Landlord
hereby leases to Tenant hereby and Tenant leases from Landlord the Premises.

                                    ARTICLE 3
                                   LEASE TERM

      3.1   Delivery of Possession. Landlord will construct or install in the
Premises the Base Building Improvements (as defined in the Work Letter) to be
constructed or installed by Landlord according to the Work Letter. Tenant shall
construct all Tenant Improvements (as defined in the Work Letter) at its sole
cost and expense other than the Allowance, in accordance with the terms of the
Work Letter. Landlord will be deemed to have delivered possession of the
Premises to Tenant on the Commencement Date, regardless of the status of
completion of the Tenant Improvements to be constructed by Tenant. Tenant
acknowledges that neither Landlord nor its agents or employees have made any
representations or warranties as to the suitability or fitness of the Premises
for the conduct of Tenant's business or for any other purpose, nor has Landlord
or its agents or employees agreed to undertake any alterations or construct any
tenant improvements to the Premises except as expressly provided in this Lease
and the Work Letter. If for any reason Landlord cannot deliver possession of the
Premises to Tenant on or before the date the building permit is issued for the
tenant improvements, this Lease will not be void or voidable and Landlord will
not be liable to Tenant for any resultant loss or damage.

      3.2   Term. The term of this Lease is the Lease Term.

                                    ARTICLE 4
                        USE OF PREMISES AND COMMON AREAS

      4.1   Premises. The Premises shall be used as follows: (i) the portion of
the Premises located on the second floor of the Building shall be used for
general office purposes and for no other purposes; (ii) the portion of the
Premises located on the first floor of the Building shall be used for general
office purposes and a full service bank and such other purposes as are
consistent with the operation of a full service bank, and for no other purposes.
Tenant will use the Premises in a careful, safe, and proper manner. Tenant
agrees not to use or permit the use of the Premises for any purpose which is
illegal or prohibited by any applicable law, or which, in Landlord's reasonable
opinion, creates a nuisance or would increase the cost of insurance coverage
with respect to the Building. Tenant shall not use or occupy the Premises in
violation of such rules and regulations described in Article 15 below nor in
violation of any other laws, recorded covenants, conditions or restrictions
affecting the Building. Tenant shall not with respect to the Premises or any
portion of it, either itself or allow others to use the Premises in any way
which would violate the terms of any exclusive uses granted by Landlord to other
lessees in the Building or use the Premises for a primary use which is
substantially the same primary use of any other store or tenant on the first
floor of the Building. Tenant shall not place a load upon the Premises exceeding
the average pounds live load per square foot of floor area specified for the
Building by Landlord's architect, with the partitions to be considered part of
the live load, unless approved by the Landlord's architect. Landlord and Tenant
shall mutually agree, prior to the Commencement Date, on the weight and position
of all safes, files, vaults, or other heavy equipment which Tenant's business
requires to be placed within the Premises, so as to distribute properly the
weight thereof.

      4.2   Common Areas of Building. Tenant shall have the nonexclusive right
to use in common with other tenants in the Building, and subject to the rules of
the Building referred to in Article 15 below, the following areas ("Common
Areas") appurtenant to the Premises: (i) the common entrances, lobbies,
restrooms, elevators, stairways and accessways, loading docks, ramps, drives and
platforms and any passageways and serviceways thereto, and the common pipes,
conduits, wires and appurtenant equipment serving the Premises; and (ii) parking
areas (subject to the provisions of the Parking

                                       -5-
<PAGE>

Agreement attached hereto as Exhibit "C"), loading and unloading areas, trash
areas, roadways, sidewalks, walkways, parkways, driveways and landscaped areas
appurtenant to the Building.

      4.3   Landlord's Rights in Common Areas. Landlord reserves the right from
time to time without unreasonable interference with Tenant's use: (i) to
install, use, maintain, repair and replace pipes, ducts, conduits, wires and
appurtenant meters and equipment for service to other parts of the Building
above the ceiling surfaces, below the floor surfaces, within the walls and in
the central core areas, and to relocate any pipes, ducts, conduits, wires and
appurtenant meters and equipment included in the Premises which are located in
the Premises or located elsewhere outside the Premises, and to expand the
Building; (ii) to make changes to the Common Areas, including, without
limitation, changes in the location, size, shape and number of driveways,
entrances, loading and unloading areas, ingress, egress, direction of traffic,
landscaped areas and walkways and, subject to the Parking Agreement, parking
spaces and parking areas, provided that no such changes shall materially impair
the ability of Tenant's employees and customer to gain reasonable access to the
Premises; (iii) to close temporarily any of the Common Areas for maintenance
purposes so long as reasonable access to the Premises remains available; (iv) to
use the Common Areas while engaged in making additional improvements, repairs or
alterations to the Building, or any portion thereof; and (v) to do and perform
such other acts and make such other changes in, to or with respect to the Common
Areas and Building as Landlord may, in the exercise of sound business judgment,
deem to be appropriate.

      4.4   No-Smoking. Tenant acknowledges that the Building is a non-smoking
facility and that smoking is prohibited in all areas of the Building, including
the Premises and Common Areas, except that persons may smoke in the outdoor
smoking areas designated by Landlord. Tenant shall not permit any of its
officers, employees, agents, guests or invitees, to smoke anywhere in the
Premises or the Building other than those specially designated outdoor smoking
areas designated by Landlord. Landlord reserves the right to modify or eliminate
the outdoor smoking areas from time to time, as it chooses in its sole
discretion; provided that the reference to elimination thereof does not indicate
that Landlord may elect to change the Building to a smoking building and the
parties agree that the Building is intended to remain a no-smoking facility
(other than the designated smoking areas) unless mutually agreed by the parties
or to the extent Landlord is required by law to permit smoking.

      4.5   Exclusive Use. During the Term of this Lease, as long as Tenant is
not in material default and is operating in accordance with the permitted uses
specified in section 4.1 hereof, Tenant shall have the exclusive use in the
entire Building to operate a full-service federally or state chartered bank or
as a credit union offering full service banking services; provided that
Landlord's obligation with respect to this grant of exclusive use shall be
limited to (i) not hereafter leasing any space in the Building to another tenant
whose business within such space at the time of entering into such lease is the
operation of a federally or state chartered full service bank or as a credit
union offering full service banking services, (ii) include in its tenant leases,
a provision restricting the applicable tenant and its subtenants or assignees
from operating a business in contravention of the exclusive use granted to
Tenant in this Section 4.5. If any tenant thereafter uses any space as a
federally or state chartered full service bank or as a credit union offering
full service banking services, despite such restriction in its lease, such
violation shall not be deemed a Landlord breach hereunder, however, if requested
by Tenant, Landlord agrees to take such reasonable steps to enforce any
exclusive use restrictions at Tenant's sole cost and expense as may be required
in order to enjoin the use of any other space in the Building in violation of
this exclusivity provision. The reference in the foregoing sentence to 'Tenant's
sole cost and expense' shall be as between Landlord and Tenant and shall not
prevent recovery of such fees and expenses from the party violating this
exclusive use provision. This exclusive use provision shall not prevent Landlord
from leasing to tenants who may engage in other financial services or to an ATM
company or other tenant who operates an ATM machine on site.

                                    ARTICLE 5
                          BASE RENT AND ADDITIONAL RENT

      5.1   Base Rent. Tenant agrees to pay to Landlord during the Lease Term,
without any setoff

                                      -6-
<PAGE>

or deduction whatsoever the Base Rent, and all such other sums of money as shall
become due hereunder as Additional Rent. Should Tenant fail to pay any
Additional Rent in a timely manner, Landlord shall be entitled to exercise all
such rights and remedies as are herein provided in the case of the nonpayment of
Base Rent. The annual Base Rent for each calendar year or portion thereof during
the Lease Term, together with estimated Additional Rent pursuant to Article 6
hereof then in effect, shall be due and payable in advance, in lawful money of
the United States of America which shall be legal tender at the time of payment,
in twelve (12) equal installments on the first day of each calendar month during
the initial term of this Lease and any extensions or renewals thereof, and
Tenant hereby agrees to pay such Base Rent and Additional Rent to Landlord at
Landlord's address provided herein (or such other address as may be designated
by Landlord in writing from time to time) monthly, in advance, and without
demand. If the Lease Term commences on a day other than the first day of a month
or terminates on a day other than the last day of a month, then the installments
of Base Rent and Additional Rent for such month or months shall be prorated,
based on the number of days in such month. The first monthly installment of Base
Rent shall be due and payable on the date of execution of this Lease by Tenant.

      5.2   Additional Rent. All charges payable by Tenant hereunder other than
Base Rent (including, without limitation, Operating Expenses payable pursuant to
Article 6 below) are called "Additional Rent." Unless this Lease provides
otherwise, all Additional Rent shall be paid with the next monthly installment
of Base Rent. Base Rent and Additional Rent are sometimes referred to
collectively as "Rent."

      5.3   Interest and Administrative Charges on Late Payments. All
installments of Rent not paid when due and payable shall bear interest and incur
the administrative charges as set forth hereinbelow. Landlord's acceptance of
any late charge or interest shall not constitute a waiver of Tenant's default
with respect to the overdue amount nor prevent Landlord from exercising any of
the other rights and remedies available to Landlord under this Lease or any law
now or hereafter in effect.

                                    ARTICLE 6
                              BASE RENT ADJUSTMENT

      The Base Rent payable hereunder shall be adjusted upward from time to time
in accordance with the following provisions:

      6.1   Calculation of Base Rent Adjustment. Tenant shall pay to Landlord as
an adjustment to Rent, an amount equal to the excess (the "Excess") of total
annual Operating Expenses per square foot of Rentable Area of the Premises, as
Grossed-Up, over and above the Expense Stop. The Excess shall be obtained by
multiplying (i) the difference between the annual Operating Expense per square
foot of Rentable Area in the Premises and the Expense Stop, by (ii) the total
Rentable Area of the Premises as set forth in Section 1.15. Such amount shall be
paid in advance in monthly installments on the same dates as Base Rent is due
and payable hereunder based on Landlord's notice delivered to Tenant from time
to time setting forth Landlord's good faith estimate of the Operating Expenses
for the current calendar year. Landlord shall have the right to adjust such
amount no more than once a year to reflect any changes in Landlord's estimate of
Operating Expenses.

      6.2   Annual Statement of Operating Expenses. By April 1 of each calendar
year during the Lease Term, or as soon thereafter as practicable but no later
than May 1, Landlord shall furnish to Tenant a statement ("Actual Statement") of
Landlord's annual Operating Expenses, as Grossed-Up, for the previous calendar
year. If for any calendar year the amounts collected from Tenant for the prior
year, as a result of Landlord's estimate of Operating Expenses, exceeds the
amount of the Excess actually due during such prior year, then Landlord shall
refund to Tenant any overpayment (or at Landlord's option, apply such amount
against Rent due or to become due hereunder). Likewise, Tenant shall pay to
Landlord, on demand, any underpayment with respect to the prior year.

      6.3   Audit Right. Tenant shall have the right, no more frequently than
once per calendar year, after notice to Landlord and at reasonable times, to
inspect and photocopy Landlord's Operating

                                      -7-
<PAGE>

Expenses records at Landlord's offices. If, after such inspection and photocopy,
Tenant continues to dispute the amount of the Excess, the amount of actual
Operating Expenses (including Base Year Operating Expenses and the determination
of reasonableness of such Operating Expenses determined in accordance with the
definition of Operating Expenses under Section 1.14 hereof) or Landlord's
calculation of any of the above as set forth in said statement, Tenant shall be
entitled not later than one-hundred eighty (180) days following Tenant's receipt
of an Actual Statement to retain a national, independent, certified public
accountant who is not contracted on a contingency fee basis and is mutually
acceptable to Landlord and Tenant to audit Landlord's Operating Expenses records
with respect to the calendar year covered by Actual Statement to determine the
proper amount of the Operating Expenses, determined in accordance with the
definition of Operating Expenses set forth in Section 1.14 hereof. Landlord
shall be entitled to review the results of such audit promptly after completion
of same. If the results of such audit states that Landlord has overcharged
Tenant, then within fifteen (15) days after the results of the audit are made
available to Landlord, Landlord shall credit Tenant the amount of such
overcharge toward the payments of Base Rent and Additional Rent next coming due
under this Lease. If such audit proves that Landlord has undercharged Tenant,
then within fifteen (15) days after the results of the audit are made available
to Tenant, Tenant shall pay to Landlord the amount of any such undercharge.
Tenant agrees to pay the cost of such audit, provided that Landlord shall
reimburse Tenant the amount of such cost if the results of such audit states
that Landlord's determination of the Operating Expenses (as set forth in the
Actual Statement) was in error by more than five percent (5%). If Tenant does
not request an audit in accordance with the provisions of this Section 6.3
within one (1) year after Tenant's receipt of an Actual Statement, such Actual
Statement shall be conclusively binding upon Tenant. Landlord shall be required
to maintain records of all Operating Expenses for three (3) years following the
issuance of the Operating Expense statement for such Operating Expenses. The
payment by Tenant of any amounts pursuant to this Article shall not preclude
Tenant from timely questioning the correctness of any such statement.

      6.4   Confidentiality. Tenant will keep confidential all agreements
involving the rights provided in this section and the results of any audits
conducted hereunder. Notwithstanding the foregoing, Tenant shall be permitted to
furnish the foregoing information to its attorneys, accountants and auditors to
the extent necessary for such persons to perform their respective services for
Tenant, provided such permitted party agrees in writing to keep all audit
information confidential.

                                   ARTICLE 7
                      SERVICES TO BE FURNISHED BY LANDLORD

      Landlord agrees to furnish Tenant the following services as an Operating
Expense for the Building (except as specifically provided below):

      7.1   Water/HVAC. Hot and cold water at those points of supply provided
for general use of other tenants in the Building, central heat and air
conditioning in season, at such temperatures and in such amounts as are
considered by Landlord to be standard or as required by governmental authority;
provided, however, heating and air conditioning service at times other than
"Normal Business Hours" for the Building (which are 6:00 a.m. to 6:00 p.m. on
Mondays through Fridays and 9:00 a.m. to 1:00 p.m. on Saturdays, exclusive of
federally recognized holidays), shall be furnished at Tenant's sole cost and
expense only upon Tenant's request in accordance with Section 13(c) below.

      7.2   Routine Maintenance. Routine maintenance and electric lighting
service for all Common Areas and service areas of the Building in the manner and
to the extent deemed by Landlord to be standard.

      7.3   Janitorial. Janitorial service with a bonded and insured company,
five (5) days a week, exclusive of federally recognized holidays; provided,
however, if Tenant's floor covering or other improvements require special
treatment, Tenant shall pay the additional cleaning cost attributable thereto as
Additional Rent upon presentation of a statement therefor by Landlord. Landlord
shall provide Tenant notice of the janitorial company contracted to service the
Premises prior to execution of this Lease and thereafter prior to any change of
the janitorial company. Tenant shall have the right to replace the

                                      -8-
<PAGE>

janitorial company providing service to the Premises at any time by providing
written notice to Landlord (the "JANITORIAL CHANGE NOTICE"). If Tenant elects to
change the janitorial service for its Premises, the Tenant may elect (which
election shall be included in the Janitorial Change Notice) to either (i) select
a specific janitor for its space and request that the Landlord contract with
such party, in which event, Tenant shall be solely responsible for the
performance of such janitor and the Operating Expenses applicable to Tenant
shall be modified by eliminating Tenant's Share of any building-wide janitorial
service ((provided Tenant's Share of Operating Expenses shall continue to
include the Tenant's Share of Common Area janitorial expenses) and adding to
Operating Expenses all charges incurred by Landlord for the janitor selected by
Tenant, or (ii) provide janitorial services to the Premises and contract for
such services, in which event, Tenant shall have all janitorial obligations with
respect to the Premises at its sole cost and expense, and the Premises portion
of the janitorial costs will be removed from Operating Expenses (provided
Tenant's Share of Operating Expenses shall continue to include the Tenant's
Share of Common Area janitorial expenses). In the event that Tenant exercises
its right under the foregoing provisions to obtain a janitorial company for
Tenant's Premises different than the janitorial service provider for the
remainder of the Building, Landlord agrees that it shall in no event provide the
janitorial service provider for the remainder of the Building with any keys, or
other means of accessing the Tenant's Premises.

      7.4   Base Electricity. Subject to the provisions of Article 13,
facilities to provide all electrical current required by a typical office user,
as determined by Landlord, in its use and occupancy of the Premises.

      7.5   Light Maintenance. All Building Standard fluorescent bulb
replacement in the Premises and fluorescent and incandescent bulb replacement in
the Common Areas of the Building.

      7.6   Access Cards. A system for limited access to the Building during
other than Normal Business Hours shall be provided in such form as Landlord
deems appropriate. Landlord may charge a fee for card keys or other security
devices. Landlord, however, shall have no liability to Tenant, its employees,
agents, invitees or licensees for losses due to theft or burglary, or for
damages resulting from the actions of unauthorized persons on the Premises or in
the Building and Landlord shall not be required to insure against any such
losses. Tenant shall cooperate fully in Landlord's efforts to maintain security
in the Building and shall follow all regulations promulgated by Landlord which
respect thereto.

      The failure by Landlord to any extent to furnish, or the interruption or
termination of these defined services in whole or part shall not render Landlord
liable in any respect nor be construed as an eviction of Tenant, nor work an
abatement of Rent, nor relieve Tenant from the obligation to fulfill any
covenant or agreement hereof. Should any of the equipment or machinery used in
the provision of such services for any cause cease to function properly, Tenant
shall have no claim for offset or abatement of rent or damages on account of an
interruption in service resulting therefrom. Notwithstanding the foregoing to
the contrary, if as a result of the negligence or intentional act of Landlord or
its employees, there is an interruption or stoppage of those services listed in
Sections 7.1, 7.4, 7.5 or 7.6, the Premises are rendered untenantable for a
period of five (5) continuous days Tenant shall have the right to an abatement
of daily Base Rent for each day beyond the five (5) day period that such
services continuously remain unavailable. The foregoing shall not limit any
common law right of quiet enjoyment by Tenant of the Premises.

                                    ARTICLE 8
                      IMPROVEMENTS TO BE MADE BY LANDLORD

      Except as otherwise provided in the Work Letter attached hereto as Exhibit
"D," all installations and improvements now or hereafter placed on the Premises
shall be for Tenant's account and at Tenant's cost (and Tenant shall pay ad
valorem taxes and the cost of any increased insurance premiums thereon or
attributable thereto), which cost shall be payable by Tenant to Landlord upon
demand as Additional Rent.

                                      -9-
<PAGE>

                                    ARTICLE 9
                 MAINTENANCE AND REPAIR OF PREMISES BY LANDLORD

      Except as otherwise expressly provided herein, Landlord shall not be
required to perform any maintenance or to make any repairs to the Premises.

                                   ARTICLE 10
                                     SIGNAGE

      10.1  Graphics; Building Directory. Landlord shall provide and install, at
Tenant's cost, all letters or numerals on doors in the Premises and on the
Building directory; all such letters and numerals shall be in the standard
graphics for the Building and no others shall be used or permitted on the
Premises without Landlord's prior written consent. Landlord shall permit Tenant,
at Tenant's sole cost and expense (including maintenance and operating costs),
to install a prominent lobby sign indicating Tenant's location on the 2nd floor
of the building (the "LOBBY SIGNAGE").

      10.2  Exterior Signage. Landlord shall permit Tenant, at Tenant's sole
cost and expense (including maintenance and operating costs), to install its
illuminated company logo, and the name Community Bank of Nevada, between the 1st
and 2nd floors, on the Fourth Street and South side of the Building, the exact
lighting, coloring, size, design and location of which shall be subject to the
reasonable approval of Landlord (the "FIRST FLOOR SIGNAGE"). Additionally,
subject to receipt of all necessary governmental approvals the Landlord shall
construct, at its expense, a Building monument sign designed for multi-tenant
display on the landscaped area south of the Building on Fourth Street. Tenant
shall have the right, at its expense, to install its company logo and the name
Community Bank of Nevada at the top of the monument sign, which space on the
monument signage for tenant shall be larger than any space granted to any other
tenant in the Building (the "MONUMENT SIGNAGE"). The option of back lit or up
lighting shall be mutually agreed upon after review of signage proposals by the
Tenant's and Landlord's sign company. The design, type, size, and location of
all exterior, monument and lobby signage (including the Main Building Signage if
applicable) shall be subject to review and approval by Landlord, and all
appropriate governmental agencies.

      If as of the end of the eighteenth calendar month following the
Commencement Date, Landlord has not entered into executed leases or letters of
intent with any other tenant for a greater amount of Rentable Area in the
Building than Tenant, Landlord shall permit Tenant, at Tenant's sole cost and
expense (including maintenance and operating costs), to install its illuminated
company logo, and the name Community Bank of Nevada, on the exterior "top" of
the Building, (the "MAIN BUILDING SIGN"). The exact lighting, coloring, size,
design and location of the Main Building Signage will be mutually acceptable to
Landlord and Tenant and shall meet all code requirements of the City of Las
Vegas. Tenant shall pay for all costs of design and fabrication of such signage,
as well as all costs of obtaining the applicable approvals and permits. Except
as otherwise permitted in Section 17.1 hereof, the rights granted to Tenant for
the Main Building Sign and First Floor Signage are personal to Tenant and no
assignees or subtenants of Tenant have rights to the Main Building Sign or First
Floor Sign unless approved by Landlord in writing. Further, if Tenant assigns or
subleases its second floor space in the Building, Landlord may elect to
terminate Tenant's rights to the Main Building Sign by delivering notice to
Tenant, in which event Tenant shall promptly remove its Main Building Sign.
Further, if Tenant assigns or subleases its first floor space in the Building,
Landlord may elect to terminate Tenant's rights to the Main Building Sign and
the First Floor Signage, or either of them by delivering notice to Tenant, in
which event Tenant shall promptly remove the applicable sign or signs.

      10.3  Garage Signage. Landlord shall permit Tenant, at Tenant's sole cost
and expense (including maintenance and operating costs), to install directional
signage on the parking structure and the designed parking spaces.

      10.4  Governmental Approvals/Not a Condition to Lease. Landlord makes no
representation or warranty that the exterior or garage signage will be available
or permissible by governmental entities.

                                      -10-
<PAGE>

Tenant shall comply with any and all laws regarding the installation,
maintenance and use of the exterior signage. Landlord agrees to use reasonable
efforts to cooperate with Tenant in order to assist Tenant in seeking and
obtaining any governmental approvals, provided that such cooperation results in
no material cost or expense to Landlord. If for any reason Tenant is unable to
obtain governmental approval of the exterior or garage signage (other than as a
result of Landlord default), this Lease will not be void or voidable, and
Landlord will not be liable to Tenant for any resultant loss or damage.

      10.5  Termination/Indemnity. Upon termination of the Lease for any reason,
at Landlord's election, Tenant shall, at Tenant's expense promptly remove all
Tenant signage in the garage, on the exterior of the Building and in the Lobby
and restore the Building and the Garage to their prior condition, reasonable
wear and tear excepted. Tenant hereby agrees to indemnify Landlord against any
damage caused to the Building including any damage to other tenants in the
Building or to the Common Area which result from Tenant's installation or
removal of signage. This provision shall survive termination of the Lease.

                                   ARTICLE 11
                         CARE OF THE PREMISES BY TENANT

      Tenant agrees not to commit or allow any waste to be committed on any
portion of the Premises, and at the termination of this Lease agrees to deliver
up the Premises to Landlord in as good condition as at the Commencement Date of
this Lease, ordinary wear and tear excepted.

                                   ARTICLE 12
                       REPAIRS AND ALTERATIONS BY TENANT

      12.1  No Alteration, Additions, or Improvements Without Landlord's
Consent. Tenant shall make no alterations, additions, or improvements to the
Premises or any part thereof after completion of the original Tenant
improvement, without obtaining the prior written consent of Landlord, which
consent shall not be unreasonably withheld. Notwithstanding the foregoing to the
contrary, Tenant shall not be obligated to obtain Landlord's prior consent (but
shall continue to provide notice as required below) in the event the Alterations
(i) do not affect the structural components or equipment systems of the
Building, (ii) do not require a building permit to perform, (iii) do not
increase the load on the Building systems or structural components, (iv) are
completed in accordance with all applicable laws, and (v) do not cost in excess
of $20,000 in the aggregate to complete. Tenant shall submit any such request to
Landlord at least thirty (30) days prior to the proposed commencement date of
such work. Landlord may impose, as a condition to such consent, and at Tenant's
sole cost, such requirements as Landlord may deem necessary in its judgment,
including without limitation, the manner in which the work is done, a right of
approval of the contractor by whom the work is to be performed and the times
during which the work is to be accomplished, approval of all plans and
specifications and the procurement of all licenses and permits and the payment
by Tenant of a fee to Landlord equal to Landlord's costs of the same not to
exceed five percent (5%) of the total cost of such work to reimburse Landlord
for its review, approval and supervision of such work. Landlord shall be
entitled to post notices on and about the premises with respect to Landlord's
non-responsibility for mechanics' liens and Tenant shall not permit such notices
to be defaced or removed, or in the event such work does not require Landlord
approval, Tenant must post such notices. Tenant further agrees not to connect
any apparatus, machinery or device to the Building systems, including electric
wires, water pipes, fire safety, heating and mechanical systems, without the
prior written consent of Landlord.

      12.2  Completion of Lease Term. All alterations, improvements and
additions to the Premises, including, by way of illustration but not by
limitation, all counters, screens, grilles, special cabinetry work, partitions,
paneling, carpeting, drapes or other window coverings and light fixtures, shall
be deemed a part of the real estate and the property of Landlord and shall
remain upon and be surrendered with the Premises as a part thereof without
molestation, disturbance or injury at the end of the Lease Term, whether by
lapse of time or otherwise, unless the items in question were provided by Tenant
and can be removed with little or no damage to the Premises (and if any damage
is caused it is immediately

                                      -11-
<PAGE>

repaired), or Landlord, by notice given to Tenant no later than fifteen (15)
days prior to the end of the Lease Term, shall elect to have Tenant remove all
or any of such alterations, improvements, or additions (excluding non-movable
office walls), and in such event, Tenant shall promptly remove, as its sole cost
and expense, such alterations, improvements, and additions and restore the
Premises to the condition in which the Premises were prior to the making of the
same, reasonable wear and tear excepted. Any such removal, whether required or
permitted by Landlord, shall be at Tenant's sole cost and expense, and Tenant
shall restore the Premises to the condition in which the Premises were prior to
the making of the same, reasonable wear and tear excepted. All movable
partitions, machines, and equipment which are installed in the Premises by or
for Tenant, without expense to Landlord, and can be removed without structural
damage to or defacement of the Building or the Premises, and all furniture,
furnishings and other articles of personal property owned by Tenant and located
in the Premises (all of which are herein called "Tenant's Property") shall be
and remain the property of Tenant and may be removed by it at any time during
the Lease Term. However, if any of Tenant's Property is removed, Tenant shall
repair or pay the cost of repairing any damage to the Building or the Premises
resulting from such removal. All additions or improvements which are to be
surrendered with the Premises shall be surrendered with the Premises, as a part
thereof, at the end of the Lease Term or the earlier termination of this Lease.

      12.3  Parties Performing Alteration, Repair, and Modification Work. If
Landlord permits persons requested by Tenant to perform any alterations, repairs
modifications, or additions to the Premises, then prior to the commencement of
any such work, Tenant shall deliver to Landlord certificates issued by insurance
companies qualified to do business in the state where the Premises are located
evidencing that workmen's compensation, public liability insurance, and property
damage insurance, all in amounts, with companies, and on forms satisfactory to
Landlord, are in force and maintained by all such contractors and subcontractors
engaged by Tenant to perform such work. All such policies shall name Landlord as
an additional insured and shall provide that the same may not be canceled or
modified without thirty (30) days' prior notice to Landlord.

      12.4  Performance of Alteration, Repair, and Modification Work. Tenant, at
its sole cost and expense, shall cause any permitted alterations, decorations,
installations, additions, or improvements in or about the Premises to be
performed in compliance with all applicable requirements of insurance bodies
having jurisdiction, and in such manner as not to interfere with, delay, or
impose any additional expense upon Landlord in the construction, maintenance, or
operation of the Building, and so as to maintain harmonious labor relations in
the Building.

                                   ARTICLE 13
                      USE OF ELECTRICAL SERVICES BY TENANT

      Tenant's use of electrical services furnished by Landlord shall be subject
to the following:

      a.    Landlord agrees to furnish to the Premises, at no extra cost to
Tenant but as an Operating Expense, seven and one-half (7.5) watts of electric
current, connected load, per square foot of Usable Area during Normal Business
Hours within the Premises on an annualized basis for normal lighting, normal
fractional horsepower office machines, and HVAC as required in Landlord's
judgment for the use and occupation of the Premises.

      b.    In the event that Tenant requires or uses more electric power than
specified in this Lease or than Landlord reasonably determines to be standard in
the Building, Landlord may, at Landlord's option, require Tenant to pay the cost
as reasonably determined by Landlord of such extraordinary usage as Additional
Rent. In addition, Landlord may install checkmeters in or for the Premises, at
Tenant's sole cost and expense, and Tenant shall thereafter pay all charges of
the utility company providing electric service and Landlord shall make an
appropriate adjustment to Tenant's obligation to pay a proportionate share of
the Operating Expenses to account for the fact that Tenant is directly paying
such metered charges.

                                      -12-
<PAGE>

      c.    If Tenant requires HVAC service beyond Normal Business Hours
(hereafter "After Hours Usage"), such service must be requested from the
Building manager at least twenty-four (24) hours prior thereto. After Hours
Usage shall only be supplied in full floor increments of the Building, for a
minimum of four (4) hour periods, with increments of one half (1/2) hour
thereafter. Tenant shall reimburse Landlord, as Additional Rent, for all costs
and expenses for After Hours Usage at the rate of $45 per hour per floor for
each hour (provided, however, Landlord may adjust the following from time to
time to provide for any increase in cost of services). Tenant shall only be
responsible for After Hours Usage it requests, and in no event will Tenant be
charged for After Hour Usage requested by any other tenant on the same floor.
Notwithstanding the foregoing, if in Landlord's determination Tenant's demand
for After Hours Usage is or becomes excessive or sufficiently frequent as to
warrant the same, Landlord may install, at Tenant's expense, separate meters to
monitor or control Tenant's After Hours Usage, with all costs for the
installation, maintenance and repair of such meter to be paid by Tenant.

                                   ARTICLE 14
                              LAWS AND REGULATIONS

      14.1  General. At its sole cost and expense, Tenant will promptly comply
with all laws, statutes, ordinances, and governmental rules, regulations, or
requirements now in force or in force after the Commencement Date, with the
requirements of any board of fire underwriters or other similar body constituted
now or after the date, with any direction or occupancy certificate issued
pursuant to any law by any public officer or officers, as well as with the
provisions of all recorded documents affecting the Premises, insofar as they
relate to the condition, use, or occupancy of the Premises.

      14.2  Hazardous Materials.

      a.    For purposes of this Lease, "Hazardous Materials" means any
explosives, radioactive materials, hazardous wastes, or hazardous substances,
including without limitation substances defined as "hazardous substances" in the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended, 42 U.S.C. Sections 9601-9657; the Hazardous Materials Transportation
Act of 1975, 49 U.S.C. Sections 1801-1812; the Resource Conservation and
Recovery Act of 1976, 42 U.S.C. Sections 6901-6987; or any other federal,
state, or local statute, law, ordinance, code, rule, regulation, order, or
decree regulating, relating to, or imposing liability or standards of conduct
concerning hazardous materials, waste, or substances now or at any time
hereafter in effect (collectively, "Hazardous Materials Laws").

      b.    Tenant will not cause or permit the storage, use, generation, or
disposition of any Hazardous Materials in, on, or about the Premises or the
project by Tenant, its agents, employees, or contractors; provided, however,
that the consent of Landlord shall not be required for the use at the Premises
by Tenant of standard cleaning supplies, toner for photocopying machines and
other similar materials, in containers and quantities reasonably necessary for
and consistent with normal and ordinary use by Tenant in the routine operation
or maintenance of Tenant's office equipment or in the routine janitorial
service, cleaning and maintenance of the Premises, provided that any and all
such Hazardous Materials are kept and maintained in strict compliance with all
Hazardous Materials Laws. Tenant will not permit the Premises to be used or
operated in a manner that may cause the Premises or the project to be
contaminated by any Hazardous Materials in violation of any Hazardous Materials
Laws. Tenant will immediately advise Landlord in writing of (1) any and all
enforcement, cleanup, remedial, removal, or other governmental or regulatory
actions instituted, completed, or threatened pursuant to any Hazardous Materials
Laws relating to any Hazardous Materials affecting the Premises; and (2) all
claims made or threatened by any third party against Tenant, Landlord, or the
Premises relating to damage, contribution, cost recovery, compensation, loss, or
injury resulting from any Hazardous Materials on or about the Premises. Without
Landlord's prior written consent, Tenant will not take any remedial action or
enter into any agreements or settlements in response to the presence of any
Hazardous Materials in, on, or about the Premises.

                                      -13-
<PAGE>

      c.    Tenant will be solely responsible for and will defend, indemnify and
hold Landlord, its agents, and employees harmless from and against all claims,
costs, and liabilities, including attorney fees and costs, arising out of or in
connection with Tenant's breach of its obligations in this Article 14. Tenant
will be solely responsible for and will defend, indemnify, and hold Landlord,
its agents, and employees harmless from and against any and all claims, costs,
and liabilities, including attorney fees and costs, arising out of or in
connection with the removal, cleanup, and restoration work and materials
necessary to return the Premises and any other property of whatever nature
located in, on, or about the Building, to their condition existing prior to the
introduction of Hazardous Materials by Tenant, its agents, employees or
contractors. Tenant's obligations under this Article 14 will survive the
expiration or other termination of this Lease.

      d.    Landlord represents and warrants to Tenant that Landlord has not
disposed of or released any Hazardous Materials in the Building. Further,
Landlord has received no notice from any governmental authority having
jurisdiction over the Building, that the Building is in violation of any
Hazardous Materials Laws. Landlord shall indemnify, defend and hold Tenant
harmless from any and all liability, loss or expense, including attorney's fees,
which may arise (a) due to Landlord's violation of its representations and
warranties hereunder, or (b) related to the storage, disposal or release of
Hazardous Materials in, on or about the Building by Landlord, its agents,
employees or contractors.

      14.3  Certain Insurance Risks. Tenant will not do or permit to be done any
act or thing upon the Premises or the Building which would (i) jeopardize or be
in conflict with fire insurance policies covering the Building or covering any
fixtures and property in the Building; (ii) increase the rate of fire insurance
applicable to the Building to an amount higher than it otherwise would be for
general office use of the Building; or (iii) subject Landlord to any liability
or responsibility for injury to any person or persons or to property by reason
of any business or operation being carried on upon the Premises.

                                   ARTICLE 15
                                 BUILDING RULES

      Tenant will comply with the rules of the Building adopted and altered by
Landlord from time to time and will cause all of its agents, employees, invitees
and visitors to do so; all changes to such rules will be sent by Landlord to
Tenant in writing. The current Building Rules and Regulations, which may be
modified from time to time by the Landlord in its sole discretion, are attached
hereto as Exhibit "E."

                                   ARTICLE 16
                               ENTRY BY LANDLORD

      Tenant agrees to permit Landlord or its agents or representatives to enter
into and upon any part of the Premises at all reasonable hours (and in
emergencies at all times) to inspect the same, or to show the Premises to
prospective purchasers, Mortgagees, tenants or insurers, to clean or make
repairs, alterations or additions thereto, and Tenant shall not be entitled to
any abatement or reduction of rent by reason thereof.

                                   ARTICLE 17
                           ASSIGNMENT AND SUBLETTING

      17.1  Prohibition. Tenant shall not assign, sublease, transfer or encumber
this Lease or any interest therein, without the consent of Landlord first being
obtained, which consent will not be unreasonably withheld or delayed if: (1)
Tenant provides written notice to Landlord at least 30 days prior to such
assignment or subletting setting forth the details of the proposed assignment or
sublease; (2) Landlord declines to exercise its rights under Section 17.2; (3)
the Transferee is engaged in a business and the portion of the Premises will be
used for the Use permitted under this Lease and in a manner which is in keeping
with the then standards of the Building and does not conflict with any exclusive
use rights granted to any other tenant of the Building, and such use will not,
in Landlord's reasonable opinion materially increase parking or occupancy loads;
(4) the Transferee has reasonable financial worth in light

                                      -14-
<PAGE>

of the responsibilities involved; (5) Tenant is not in default at the time it
makes its request; (6) the Transferee is not a tenant or currently negotiating a
lease with Landlord in the Building; and (7) the rent to be paid by the
Transferee is not less than the Rent paid by Tenant for such space and is not
less than 85% of the rental rate then being offered by Landlord for similar
space in the Building. Any attempted assignment or sublease by Tenant in
violation of the terms and covenants of this Article 17 shall be void.
Notwithstanding anything in this Lease to the contrary, Tenant shall have the
right to assign its interest in this Lease or to sublet all or a part of the
Premises without Landlord's prior consent to a Permitted Transferee, as
hereinafter defined, provided (a) the Permitted Transferee is engaged in a
business (and the portion of the Premises will be used for) the use permitted
hereunder, and (b) Tenant is not in default at the time it makes any such
sublease. In the event of an assignment or sublet to a Permitted Transferee,
Tenant shall remain liable for all of its obligations hereunder. For purposes of
this Lease, a "Permitted Transferee" means, (i) any person or entity which
directly or indirectly controls, is controlled by or is under common control
with Tenant, (ii) any entity resulting from a merger or consolidation with
Tenant, (iii) any person or entity which acquires all or substantially all of
the assets or stock ownership of Tenant as a going concern of the business that
is being conducted on the Premises, or (iv) any person acquiring any stock
ownership in the stock ownership of Tenant as a going concern of the business
that is being conducted on the Premises. In order for any assignment to a
Permitted Transferee to be effective, Tenant shall provide ten (10) days' prior
written notice of the assignment to Landlord which notice shall set forth the
facts supporting designation of the assignee as a Permitted Transferee. No such
notice shall be required for transfers of stock only, and no transfer of stock
shall be considered an assignment hereunder. Rather, notice of an assignment to
a Permitted Transferee (and consent to an assignment to a non-Permitted
Transferee) is only required where an actual "assignment" to such a transferee
is taking place. Nothing stated anywhere in this Lease shall be construed as
requiring any notice to the Landlord of transfers of Tenant's stock or
ownership, nor shall any transfer of any or all of the stock or ownership of the
Tenant, without more, be deemed an "assignment" of this Lease requiring notice
to or consent of the Landlord. Only in cases of an actual "assignment" of this
Lease shall the 10 day notice provisions (in the case of assignment to a
Permitted Transferee) or the 30 day notice and consent provisions (in the case
of assignment to a non-Permitted Transferee) of this paragraph be deemed
applicable. Notwithstanding the forgoing to the contrary, all signage rights
granted hereunder are granted to Tenant only based on tenant's reputation and
character and the aesthetic presentation of the signage and such signage may not
be changed by Tenant or any assignee without the consent of Landlord.

      17.2  Recapture. If Tenant desires to assign this Lease or sublet of all
or part of the Premises to any party other than a Permitted Transferee, Tenant
shall, prior to requesting Landlord's consent for any specific subtenant or
sublessee, notify Landlord of such intention and Landlord shall have the option
(without limiting Landlord's other rights hereunder) of terminating this Lease
upon thirty (30) days' notice. Landlord may then, at Landlord's option elect to
terminate this Lease with respect to the applicable portion of the Premises. If
Landlord should fail to notify Tenant in writing of its decision within a thirty
(30) day period after Landlord is notified in writing of the Tenant's desire to
assign or sublease, Landlord shall be deemed to have elected to keep this Lease
in full force and effect. Further, in the event Landlord elects to terminate
this Lease, Tenant shall have a period of 30 days within which to rescind its
assignment or sublet request in which event this Lease shall remain in full
force and effect and Tenant will not be permitted to sublet or assign the
Premises to any party (other than a Permitted Transferee) unless and until it
has complied with the provisions of this Section 17.2 and Landlord has elected
not to terminate the Lease.

      17.3  Proceeds of Assignment, Sale of Sublease. Except for assignments to
Permitted Transferees, one half of all cash or other proceeds of any assignment,
sale or sublease of Tenant's interest in this Lease, whether consented to by
Landlord or not, shall be paid to Landlord to the extent that such proceeds
exceed the Rent called for hereunder, and Tenant hereby assigns all rights it
might have or ever acquire in any such proceeds to Landlord. This covenant and
assignment shall run with the land and shall bind Tenant and Tenant's heirs,
executors, administrators, personal representatives, successors and assigns. Any
assignee, sublessee or purchaser of Tenant's interest in this Lease (all such
assignees, sublessees and purchasers being hereinafter referred to as
"Successors"), by assuming Tenant's obligations hereunder, shall assume
liability to Landlord for all amounts paid to persons other

                                      -15-
<PAGE>

than Landlord by such Successor in consideration of any such sale, assignment or
subletting, in violation of the provisions hereof.

      17.4  Tenant Remains Liable. No assignment, sublease or other transfer
consented to by Landlord, shall release Tenant or change Tenant's primary
liability to pay the rent and to perform all other obligations of Tenant under
this Lease. Upon the occurrence of any default under this Lease, Landlord may
proceed directly against Tenant without the necessity of exhausting any remedies
against any subtenant or assignee. Upon termination of this Lease, any permitted
subtenant shall, at Landlord's option, attorn to Landlord and shall pay all Rent
directly to Landlord. Landlord's acceptance of Rent from any other person shall
not constitute a waiver of any provision of this Article 17. Consent to one
transfer shall not constitute consent to any subsequent transfer. Landlord may
consent to subsequent assignments or modifications of this Lease by Tenant's
transferee, without notifying Tenant or obtaining its consent. Such action shall
not relieve Tenant of its liability under this Lease.

                                   ARTICLE 18
                                     LIENS

      Tenant will not permit any mechanic's lien(s) or other liens to be placed
upon the Premises or the Building and nothing in this Lease shall be deemed or
construed in any way as constituting the consent or request of Landlord, express
or implied, by inference or otherwise, to any person for the performance of any
labor or the furnishing of any materials to the Premises, or any part thereof,
nor as giving Tenant any right, power, or authority to contract for or permit
the rendering of any services or the furnishing of any materials that would give
rise to any mechanics' or other liens against the Premises. In the event any
such lien is attached to the Premises, then, in addition to any other right or
remedy of Landlord, Landlord may, but shall not be obligated to, discharge the
same. Any amount paid by Landlord for any of the aforesaid purposes and any
expenses incurred by Landlord in connection with any such lien shall be paid by
Tenant to Landlord on demand as Additional Rent.

                                   ARTICLE 19
                                    INSURANCE

      19.1  Property Insurance. Landlord shall maintain property coverage
insurance on the Building Shell and appurtenant structures in the Common Areas
in an amount equal to full replacement value thereof. Such insurance shall be
maintained at the expense of Landlord (as a part of Operating Expenses), and
payments for losses thereunder shall be made solely to Landlord or the
Mortgagees as their respective interests shall appear. Tenant shall obtain and
keep in force at all times during the Lease Term, a policy or policies of
insurance covering loss or damage to all of the improvements, betterments,
income and business contents located within the Premises other than the Building
Shell (including all improvements constructed pursuant to Exhibit "D") in the
amount of the full replacement value thereof as ascertained by the Tenant's
insurance carrier, as the same may exist from time to time, against all perils
normally covered in an "all risk" policy (including the perils of flood and
surface waters), as such term is used in the insurance industry; provided,
however, that Tenant shall have no obligation to insure against earthquake.

      19.2  Liability Insurance. Landlord shall maintain a policy of Commercial
General Liability insurance insuring against liability arising out of the
ownership, use, occupancy or maintenance of the Building in an amount of not
less than One Million Dollars ($1,000,000) per occurrence or such greater amount
from time to time as Landlord or any Mortgagees may reasonably deem necessary or
appropriate. Such insurance shall be maintained at the expense of Landlord (as a
part of Operating Expenses), and payments for losses thereunder shall be made
solely to Landlord. Tenant shall, at Tenant's expense, maintain a policy of
Commercial General Liability insurance insuring Landlord and Tenant against
liability arising out of the ownership, use, occupancy or maintenance of the
Premises. Such insurance shall be on an occurrence basis providing single-limit
coverage in an amount not less than One Million Dollars ($1,000,000) per
occurrence. The initial amount of such insurance shall be subject to periodic
increase upon reasonable demand by Landlord based upon inflation, increased
liability

                                      -16-
<PAGE>

awards, recommendation of professional insurance advisers, and other relevant
factors. However, the limits of such insurance shall not limit Tenant's
liability nor relieve Tenant of any obligation hereunder. Landlord shall be
named as an additional insured on said policies and the policies shall contain
the following provision: "Such insurance as afforded by this policy for the
benefit of Landlord shall be primary as respects any claims, losses or
liabilities arising out of the use of Premises by the Tenant or by Tenant's
operation and any insurance carried by Landlord shall be excess and
non-contributing." The policy shall insure Tenant's performance of the indemnity
provisions of Articles 14 and 20.

      19.3  Requirements for Insurance Policies. Insurance required to be
maintained by Tenant hereunder shall be in companies holding a "General
Policyholders' Rating" of A or better and a "financial rating" of X (ten) or
better, as set forth in the most current issue of "Best's Insurance Guide."
Tenant shall promptly deliver to Landlord, within thirty (30) days of the
Commencement Date, original certificates evidencing the existence and amounts of
such insurance. No such policy shall be cancelable or subject to reduction of
coverage except after sixty (60) days prior written notice to Landlord. Tenant
shall, within thirty (30) days prior to the expiration, cancellation or
reduction of such policies, furnish Landlord with renewals or binders" thereof.
Tenant shall not do or permit to be done anything which shall invalidate the
insurance policies required under this Lease.

      19.4  Waiver of Subrogation Rights. Tenant and Landlord shall obtain from
the issuer of the insurance policies referred to in Section 19.1 a waiver of
subrogation provision in said policies and Tenant and Landlord hereby release,
relieve and waive any and all rights of recovery against Landlord or Tenant, or
against the employees, officers, agents and representatives of Landlord or
Tenant, for loss or damage arising out of or incident to the perils insured
against under Section 19.1 which perils occur in, on or about the Premises or
the Building, whether due to the negligence of Landlord or Tenant or their
agents, employees, contractors or invitees. The extent of the waiver described
in the immediately preceding sentence is limited to the extent of insurance
carried by Landlord and Tenant pursuant to Section 19.1 of this Lease.

                                   ARTICLE 20
                                   INDEMNITY

      20.1  Indemnity by Tenant. Tenant shall indemnify and hold harmless
Landlord and all agents, servants and employees of Landlord from and against all
claims, losses, damages, liabilities, expenses (including reasonable attorney
fees), penalties and charges arising from or in connection with (i) Tenant's use
of the Premises during the Lease Term, or (ii) the conduct of Tenant's business,
or (iii) any activity, work or things done, permitted or suffered by Tenant in
or about the Premises during the Lease Term. Tenant shall further indemnify and
hold harmless Landlord from and against any and all claims, loss, damage,
liability, expense (including reasonable attorney fees), penalty or charge
arising from any default in the performance of any obligation on Tenant's part
to be performed under the terms of this Lease, or arising from any negligence of
Tenant, or any of Tenant's agents, contractors, or employees, and from and
against all costs, attorney fees, expenses and liabilities incurred in the
defense of any such claim or any action or proceeding brought thereon. If any
action or proceeding is brought against Landlord by reason of any such claim,
Tenant, upon notice from Landlord, shall defend the same at Tenant's expense by
legal counsel reasonably satisfactory to Landlord. Tenant, as a material part of
its consideration to Landlord, hereby assumes all risk of damage to property or
injury to persons in or upon the Premises arising from any cause and Tenant
hereby waives all claims in respect thereof against Landlord. Notwithstanding
the foregoing, Tenant shall not be required to defend, save harmless or
indemnify Landlord from any liability for injury, loss, accident or damage to
any person or property resulting from Landlord's negligence or willful acts or
omissions, or those of Landlord's officers, agents, contractors or employees.
Tenant's indemnity is not intended to nor shall it relieve any insurance carrier
of its obligations under policies required to be carried by Tenant pursuant to
the provisions of this Lease to the extent that such policies cover the results
of grossly negligent acts or omissions of Landlord, its officers, agents,
contractors or employees, or the failure of Landlord to perform any of its
obligations under this Lease.

                                      -17-
<PAGE>

      20.2. Indemnity by Landlord. Landlord shall indemnify and hold harmless
Tenant and all agents, servants and employees of Tenant from and against all
claims, losses, damages, liabilities, expenses (including reasonable attorney
fees), penalties and charges arising from or in connection with any or damage to
any person or property resulting solely from the gross negligence or intentional
acts of Landlord, and from and against all costs, reasonable attorney fees,
expenses and liabilities incurred in the defense of any such claim or any action
or proceeding brought thereon. If any action or proceeding is brought against
Tenant by reason of any such claim, Landlord, upon notice from Tenant, shall
defend the same at Landlord's expense by legal counsel reasonably satisfactory
to Tenant. Notwithstanding the foregoing, Landlord shall not be required to
defend, save harmless or indemnify Tenant from any liability for injury, loss,
accident or damage to any person or property resulting from Tenant's negligence
or willful acts or omissions, or those of Tenant's officers, agents, contractors
or employees.

                                   ARTICLE 21
                       DAMAGE OR DESTRUCTION TO BUILDING

      21.1  Partial Destruction. In the event that the Premises or the Building
are damaged by fire or other insured casualty and the insurance proceeds have
been made available therefor by the holder or holders of any mortgages or deeds
of trust covering the Building, the damage shall be repaired by and at the
expense of Landlord to the extent of such insurance proceeds available therefor,
provided such repairs and restoration can, in Landlord's reasonable opinion, be
made within two hundred ten (210) days after the occurrence of such damage
without the payment of overtime or other premiums, and until such repairs and
restoration are completed, the Base Rent shall be abated in proportion to the
part of the Premises which is unusable by Tenant in the conduct of its business,
as may be reasonably determined by Landlord (but there shall be no abatement of
Base Rent by reason of any portion of the Premises being unusable for a period
equal to ten days or less). Landlord agrees to notify Tenant within sixty (60)
days after such casualty if it estimates that it will be unable to repair and
restore the Premises within said two hundred ten (210) day period. Such notice
shall set forth the approximate length of time Landlord estimates will be
required to complete such repairs and restoration. Notwithstanding anything to
the contrary contained herein, if Landlord cannot or estimates it cannot make
such repairs and restoration within said two hundred ten (210) day period, then
Tenant may, by written notice to Landlord, cancel this Lease, provided such
notice is given to Landlord within fifteen (15) days after Landlord notifies
Tenant of the estimated time for completion of such repairs and restoration.
Notwithstanding the preceding sentence, Tenant may not cancel this Lease as
hereinabove stated if the damage to the Premises or the Building is in whole or
in material part the result of the act, omission, fault, or negligence of
Tenant, its agents, contractors, employees, licensees, or invitees. Except as
provided in this Article 21, there shall be no abatement of rent and no
liability of Landlord by reason of any injury to or interference with Tenant's
business or property arising from the making of any such repairs, alterations,
or improvements in or to the Building, Premises, or fixtures, appurtenances, and
equipment. Tenant understands that Landlord will not carry insurance of any kind
on Tenant's property, including furniture and furnishings, or on any fixtures or
equipment removable by Tenant under the provisions of this Lease, or any
improvement installed in the Premises by or on behalf of Tenant, and that
Landlord shall not be obligated to repair any damage thereto or replace the
same.

      21.2  Total Destruction. In case the Building throughout shall be so
injured or damaged, whether by fire or otherwise (though the Premises may not be
affected, or if affected, can be repaired within said 210 days) that Landlord,
within sixty (60) days after the happening of such injury, shall decide not to
reconstruct or rebuild the Building, then notwithstanding anything contained
herein to the contrary, upon notice in writing to that effect given by Landlord
to Tenant within said sixty (60) days, Tenant shall pay the rent, properly
apportioned up to date of such casualty, this Lease shall terminate from the
date of delivery of said written notice, and both parties hereto shall be
released and discharged from all further obligations hereunder (except those
obligations which expressly survive termination of the Lease term). A total
destruction of the Building shall automatically terminate this Lease.

                                      -18-
<PAGE>

                                   ARTICLE 22
                                  CONDEMNATION

      If the whole or substantially the whole of the Building or the Premises
shall be taken for any public or quasi-public use, by right of eminent domain or
otherwise or shall be sold in lieu of condemnation, then this Lease shall
terminate as of the date when physical possession of the Building or the
Premises is taken by the condemning authority. If less than the whole or
substantially the whole of the Building or the Premises is thus taken or sold,
Landlord (whether or not the Premises are affected thereby) may terminate this
Lease by giving written notice thereof to Tenant, in which event this Lease
shall terminate as of the date when physical possession of such portion of the
Building or Premises is taken by the condemning authority. If the Lease is not
so terminated upon any such taking or sale, the Base Rent payable hereunder
shall be diminished by an equitable amount, and Landlord shall, to the extent
Landlord deems feasible, restore the Building and the Premises to substantially
their former condition, but such work shall not exceed the scope of the work
done by Landlord in originally constructing the Building and installing Building
Standard Improvements in the Premises, nor shall Landlord in any event be
required to spend for such work an amount in excess of the amount received by
Landlord as compensation for such taking. All amounts awarded upon a taking of
any part or all of the Building or the Premises shall belong to Landlord, and
Tenant shall not be entitled to and expressly waives all claims to any such
compensation. Notwithstanding anything contained herein Tenant may bring
separate action against the condemning authority to recover relocation expenses,
lost value of leasehold and reimbursement of tenant improvement costs incurred
by Tenant in excess of the Allowance.

                                   ARTICLE 23
                          DAMAGES FROM CERTAIN CAUSES

      Landlord shall not be liable to Tenant for any loss or damage to any
property or person occasioned by theft, fire, earthquake, any other act of God,
public enemy, injunction, riot, strike, insurrection, war, court order,
requisition, or order of governmental body or authority or by any other cause
beyond the control of Landlord. In addition, Landlord shall not be liable for
any damage or inconvenience which may arise through repair or alteration of any
part of the Building or Premises.

                                   ARTICLE 24
                               EVENTS OF DEFAULT

      The following events ("Events of Default") shall constitute a default by
Tenant hereunder:

      a.    If Tenant shall fail to pay when due any installment of Base Rent,
Additional Rent, or any other amounts payable hereunder, unless such failure is
cured within 7 business days after notice from Landlord; however, Tenant is not
entitled to more than two notices of delinquent payments during any calendar
year and, if thereafter during such calendar year any Rent is not paid when due,
an Event of Default shall automatically occur;

      b.    If this Lease or the estate of Tenant hereunder shall be transferred
to or shall pass to or devolve upon any other person or party in violation of
the provisions of this Lease, except to Permitted Transferees or as otherwise
permitted herein;

      c.    If this Lease or the Premises or any part thereof shall be taken
upon execution or by other process of law directed against Tenant, or shall be
taken upon or subject to any attachment at the instance of any creditor or
claimant against Tenant, and said attachment shall not be discharged or disposed
of within fifteen (15) days after the levy thereof;

      d.    If Tenant shall file a petition in bankruptcy or insolvency or for
reorganization or arrangement under the bankruptcy laws of the United States or
under any insolvency act of any state, or shall voluntarily take advantage of
any such law or act by answer or otherwise, or shall be dissolved or shall make
an assignment for the benefit of creditors;

                                      -19-
<PAGE>

      e.    If involuntary proceedings under any such bankruptcy law or
insolvency act or for the dissolution of Tenant shall be instituted against
Tenant, or a receiver or trustee shall be appointed of all or substantially all
of the property of Tenant, and such proceedings shall not be dismissed or such
receivership or trusteeship vacated within thirty (30) days after such
institution or appointment;

      f.    If Tenant shall fail to take possession of the Premises within
thirty (30) days of the Commencement Date;

      g.    If Tenant shall abandon the Premises or shall vacate the Premises
for thirty (30) consecutive days;

      h.    If Tenant shall fail to perform any of the other agreements, terms,
covenants, or conditions hereof on Tenant's part to be performed (other than the
obligation to pay rent or any other charges payable hereunder), and such
nonperformance shall continue for a period of fifteen (15) days after notice
thereof by Landlord to Tenant; provided, however, that if Tenant cannot
reasonably cure such nonperformance within fifteen (15) days, Tenant shall not
be in default if it commences cure within said fifteen (15) days and diligently
pursues the same to completion, with completion occurring in all instances
within sixty (60) days;

      i.    If Tenant shall, for reasons other than those specifically permitted
in this Lease, cease to conduct continually its normal business operations in
the Premises, or fail to, from the Commencement Date through the term of this
Lease and any renewals hereof, do any of the following: (i) keep the phone lines
in the Premises hooked up with adequate personnel to operate the same; or (ii)
operate its normal business activities as an active and ongoing entity
consistent with generally accepted standards in the industry;

      j.    If Tenant shall fail to obtain a release of any mechanic's lien, as
required herein;

      k.    If a guarantor of this Lease, if any, or a general partner of Tenant
(if Tenant is a general or limited partnership), becomes a debtor under any
state or federal bankruptcy proceedings, or becomes subject to receivership or
trusteeship proceedings, whether voluntary or involuntary; except in the case of
a guarantor, Tenant shall not be in default if a substitute guarantor, with
creditworthiness and financial abilities acceptable to Landlord in light of the
responsibilities of Tenant hereunder, and otherwise acceptable to Landlord, is
provided to Landlord within fifteen (15) days;

      l.    If all or any part of the personal property of Tenant is seized,
subject to levy or attachment, or similarly repossessed or removed from the
Premises;

      m.    Tenant shall fail to deliver an Estoppel Certificate or
Subordination Agreement within the time periods set forth in this Lease.

                                   ARTICLE 25
                              LANDLORD'S REMEDIES

      25.1  Landlord's Election upon Events of Default. Upon the occurrence of
an Event of Default, Landlord shall have the right, at its election, then or at
any time thereafter and while any such Event of Default shall continue, either:

            (i)   to give Tenant written notice of Landlord's intention to
terminate this Lease on the date such notice is given or on any later date
specified therein, whereupon, on the date specified in such notice, Tenant's
right to possession of the Premises shall cease and this Lease shall thereupon
be terminated; provided, however, that all of Tenant's obligations, including,
but not limited to, payment of the amount of Base Rent and other obligations
reserved in this Lease for the balance of the Lease Term,

                                      -20-
<PAGE>

shall immediately be accelerated and due and payable in accordance with the
provisions of Section 25.3 hereof; or

            (ii)  to re-enter and take possession of the Premises or any part
thereof and repossess the same as Landlord's former estate and expel Tenant and
those claiming through or under Tenant, and remove the effects of both or
either, using such force for such purposes as may be reasonably necessary,
without being liable for prosecution thereof, without being deemed guilty of any
manner of trespass, and without prejudice to any remedies for arrears of rent or
preceding breach of covenants or conditions. Should Landlord elect to re-enter
the Premises as provided in this Article 25 or should Landlord take possession
pursuant to legal proceedings or pursuant to any notice provided for by law,
Landlord may, from time to time, without terminating this Lease, relet the
Premises or any part thereof in Landlord's or Tenant's name, but for the account
of Tenant, for such term or terms (which may be greater or less than the period
which would otherwise have constituted the balance of the term of this Lease)
and on such conditions and upon such other terms (which may include concessions
of free rent and alteration and repair of the Premises) as Landlord, in its
discretion, may determine, and Landlord may collect and receive the rents
therefor. Landlord shall take actions as are required by law to mitigate
tenant's damages, provided that Landlord shall in no way be responsible or
liable for any failure to relet the Premises or any part thereof or for any
failure to collect any rent due upon such reletting. No such re-entry or taking
possession of the Premises by Landlord shall be construed as an election on
Landlord's part to terminate this Lease unless a written notice of such
intention be given to Tenant. No notice from Landlord hereunder or under a
forcible entry and detainer statute or similar law shall constitute an election
by Landlord to terminate this Lease unless such notice specifically so stated.
Landlord reserves the right following any such re-entry and/or reletting, to
exercise its right to terminate this Lease by giving Tenant such written notice,
in which event, this Lease will terminate as specified in said notice.

      25.2  Effects of Landlord's Election to Take Possession of Premises. In
the event that Landlord does not elect to terminate this Lease as permitted in
Section 25.1(i) hereof, but on the contrary, elects to take possession as
provided in Section 25.1(ii). Tenant shall pay to Landlord (i) the rent and
other sums as herein provided, which would be payable hereunder if such
repossession had not occurred, less (ii) the net proceeds, if any, of any
reletting of the Premises after deducting all Landlord's expenses in connection
with such reletting, including, without limitation, all repossession costs,
brokerage commissions, legal expenses, attorney fees, expenses of employees,
alteration and repair costs, and expense of preparation for such reletting. If,
in connection with any reletting, the new lease term extends beyond the existing
Lease Term, or the premises covered thereby include other premises not part of
the Premises, a fair apportionment of the rent received from such reletting and
the expenses incurred in connection therewith as provided aforesaid will be made
in determining the net proceeds from such reletting. Tenant shall pay such rent
and other sums to Landlord monthly on the days on which the rent would have been
payable hereunder if possession had not be taken.

      25.3  Effect of Landlord's Election to Terminate the Lease. In the event
this Lease is terminated, Landlord shall be entitled to recover forthwith
against Tenant, as damages for loss of the bargain and not as a penalty, an
aggregate sum which, at the time of such termination of this Lease, represents
the excess, if any, of the aggregate of the rent and all other sums payable by
Tenant hereunder that would have accrued for the balance of the Lease Term over
the aggregate rental value of the Premises (such rental value to be computed on
the basis of a tenant paying not only a rent to Landlord for the use and
occupation of the Premises, but also such other charges as are required to be
paid by Tenant under the terms of this Lease) for the balance of such Lease
Term, both discounted to present worth at the rate of eight percent (8%) per
annum. Alternatively, at Landlord's option, Tenant shall remain liable to
Landlord for damages in an amount equal to the rent and other sums arising under
the Lease for the balance of the Lease Term had the Lease not been terminated,
less the net proceeds, if any, from any subsequent reletting, after deducting
all expenses associated therewith and as enumerated above. Landlord shall be
entitled to receipt of such amounts from Tenant monthly on the days on which
such sums would have otherwise been payable. Nothing contained herein shall
relieve Landlord from its common law obligation to mitigate its damages in the
event of a Tenant default.

                                      -21-
<PAGE>

      25.4  Suits for Recovery by Landlord. Suit or suits for the recovery of
the amounts and damages set forth above may be brought by Landlord, from time to
time, at Landlord's election, and nothing herein shall be deemed to require
Landlord to await the date whereon this Lease or the Lease Term would have
expired had there been no such default by Tenant or no such termination, as the
case may be.

      25.5  Rents, Issues, and Profits from Subleases. After an Event of Default
by Tenant, Landlord may sue for or otherwise collect all rents, issues, and
profits payable under all subleases on the Premises, including those past due
and unpaid.

      25.6  Landlord's Entry Upon the Premises and Other Remedies. After an
Event of Default by Tenant, Landlord may, without terminating this Lease, enter
upon the Premises, with force if necessary, without being liable for prosecution
of any claim for damages, without being deemed guilty of any manner of trespass,
and without prejudice to any other remedies, and do whatever Tenant is obligated
to do under the terms of this Lease. Tenant agrees to reimburse Landlord on
demand for any expenses which Landlord may incur in effecting compliance with
the Tenant's obligations under this Lease; further, Tenant agrees that Landlord
shall not be liable for any damages resulting to Tenant from effecting
compliance with Tenant's obligations under this subparagraph caused by the
negligence of Landlord or otherwise.

      25.7  No Waivers Unless Express. No failure by Landlord to insist upon the
strict performance of any agreement, term, covenant, or condition hereof or to
exercise any right or remedy consequent upon a breach thereof, and no acceptance
of full or partial rent during the continuance of any such breach, shall
constitute a waiver of any such breach of such agreement, term, covenant, or
condition. No agreement, term, covenant, or condition hereof to be performed or
complied with by Tenant, and no breach thereof, shall be waived, altered, or
modified except by written instrument executed by Landlord. No waiver of any
breach shall affect or alter this Lease, but each and every agreement, term,
covenant, and condition hereof shall continue in full force and effect with
respect to any other then existing or subsequent breach thereof. Notwithstanding
any unilateral termination of this Lease, this Lease shall continue in full
force and effect as to any provisions hereof which require observance or
performance of Landlord or Tenant subsequent to termination.

      25.8  Lease Not a Limitation of Remedies. Nothing contained in this
Section shall limit or prejudice the right of Landlord to prove and obtain as
liquidated damages in any bankruptcy, insolvency, receivership, reorganization,
or dissolution proceeding, an amount equal to the maximum allowed by any statute
or rule of law governing such proceeding and in effect at the time when such
damages are to be proved, whether or not such amount be greater, equal to, or
less than the amounts recoverable, either as damages or rent, referred to in any
of the provisions of this Section.

      25.9  Default Interest Rate, Administrative Charge, and Other Matters. Any
rents or other amounts owing to Landlord hereunder which are not paid within
five (5) days of the date they are due, shall thereafter bear interest from the
due date at the "Default Interest Rate" until paid. Similarly, any amounts which
Landlord pays on behalf of Tenant which are owed by Tenant in accordance with
the terms hereof, which are not reimbursed by Tenant to Landlord within five (5)
days of demand by Landlord, thereafter bear interest from the date paid by
Landlord at the Default Interest Rate until paid. In addition to the foregoing,
Tenant shall pay to Landlord an administrative charge (and not a penalty) to
compensate Landlord for the costs and expenses associated with handling a
delinquent account equal to ten percent (10%) of the amount due whenever any
Base Rent, Additional Rent, or any other sums due hereunder remain unpaid after
the due date thereof unless such failure is cured within 7 business days after
notice from Landlord; however, Tenant is not entitled to more than two notices
of delinquent payments during any calendar year and, if thereafter during such
calendar year any Rent is not paid when due, the administrative charge shall
automatically apply. Further, upon an Event of Default by Tenant, in addition to
all other rights and remedies, Landlord shall be entitled to receive from Tenant
all sums, the payment of which may previously have been waived or abated by
Landlord, or which may have been paid by Landlord pursuant to any agreement to
grant Tenant a monetary inducement or concession, including, but not limited to,
any tenant finish allowance or moving allowance, together with interest thereon
from the

                                      -22-
<PAGE>

date or dates such amounts were paid by Landlord or would have been due from
Tenant but for the abatement, at the Default Interest Rate, until paid; it being
understood and agreed that such concession or abatement was made on the
condition and basis that Tenant fully perform all obligations and covenants
under the Lease for the entire term.

      25.10 Remedies Cumulative, Costs of Collection; Waiver of Jury Trial. Each
right and remedy provided for in this Lease shall be cumulative and shall be in
addition to every other right or remedy provided for in this Lease nor or
hereafter existing at law or in equity or by statute or otherwise, including,
but not limited to, suits for injunctive or declaratory relief and specific
performance. The exercise or commencement of the exercise by Landlord of any one
or more of the rights or remedies provided for in this Lease now or hereafter
existing at law or in equity or by statute or otherwise shall not preclude the
simultaneous or subsequent exercise by Landlord of any or all other rights or
remedies provided for in this Lease, or now or hereafter existing at law or in
equity or by statute or otherwise. All costs incurred by Landlord in connection
with collecting any amounts and damages owing by Tenant pursuant to the
provisions of this Lease or to enforce any provision of this Lease, including,
by way of example, but not limitation, reasonable attorney fees from the date
any such matter is turned over to an attorney, shall also be recoverable by
Landlord from Tenant. Landlord and Tenant agree that any action or proceeding
arising out of this Lease shall be heard by a court sitting without a jury and
thus hereby waive all rights to a trial by jury.

                                   ARTICLE 26
                               LANDLORD'S DEFAULT

      Landlord shall be in default hereunder in the event Landlord has not begun
and pursued with reasonable diligence the cure of any failure of Landlord to
meet its obligations hereunder within thirty (30) days' of receipt by Landlord
of written notice from Tenant of the alleged failure to perform. Such notice
shall be ineffective unless a copy is simultaneously also delivered in the
manner required in this Lease to any holder of a mortgage and/or deed of trust
affecting all or any portion of the Building Complex (collectively,
"Mortgagee"), provided that prior to such notice Tenant has been notified (by
way of notice of Assignment of Rents and Leases, or otherwise), of the address
of a Mortgagee. If Landlord fails to cure such default within the time provided,
then Mortgagee shall have an additional 30 days following a second notice from
Tenant or, if such default cannot be cured within that time, such additional
time as may be necessary provided within such 30 days, Mortgagee commences and
diligently pursues a cure (including commencement of foreclosure proceedings if
necessary to effect such cure).). Tenant's sole remedy will be equitable relief
or actual damages but in no event is Landlord or any Mortgagee responsible for
consequential damages or lost profit incurred by Tenant as a result of any
default by Landlord. In no event shall Tenant have the right to terminate or
rescind this Lease as a result of Landlord's default as to any covenant or
agreement contained in this Lease or as a result of the breach of any promise or
inducement hereof, whether in the Lease or elsewhere. In addition, Tenant hereby
covenants that, prior to the exercise of any such remedies, it will give any
Mortgagee notice and a reasonable time to cure any default by Landlord. If
Landlord fails to perform its maintenance, repair or replacement obligations
under this Lease and such failure results in material interference with Tenant's
business operations or threatens damage to Tenant's property, then following
twenty (20) days' prior written notice to Landlord (except in the event of an
emergency in which event no notice shall be required), Tenant may perform such
repair, replacement or maintenance. In the event Landlord was obligated to
perform such action, Landlord shall reimburse Tenant for all out-of pocket third
party costs incurred by Tenant to complete such maintenance, repair or
replacement, within 30 days after receipt of an itemized invoice therefor from
Tenant. In the event Landlord does not reimburse Tenant for such costs Tenant
shall not have any right to off-set rent unless and until it has received a
judgment from a court of competent jurisdiction which determines that Landlord
was obligated to perform such maintenance, repair or replacement, and Landlord
does not, within thirty days after the issuance of the Court's order (the
"Landlord Cure Period") either (i) post the required bond for appeal, or (ii)
within 30 days after issuance of such judgment, pay the total damages awarded by
the Court (or otherwise remedy the default if applicable); provided that if
Landlord fails to satisfy such requirements, Tenant shall have the right to an
abatement of Base Rent only to the extent necessary to satisfy such judgment.

                                      -23-
<PAGE>

                                   ARTICLE 27
                               PEACEFUL ENJOYMENT

      Tenant shall, and may peacefully have, hold, and enjoy the Premises,
subject to the other terms hereof (excluding article 7), provided that Tenant
pays the Rent and other sums herein recited to be paid by Tenant and performs
all of Tenant's covenants and agreements herein contained. This covenant and any
and all other covenants of Landlord shall be binding upon Landlord and its
successors only with respect to breaches occurring during its or their
respective periods of ownership of Landlord's interest hereunder.

                                  ARTICLE 27A
                                RELOCATION RIGHT

      Not applicable.

                                   ARTICLE 28
                                  HOLDING OVER

      In the event of holding over by Tenant after the expiration or other
termination of this Lease or in the event Tenant continues to occupy the
Premises after the termination of Tenant's right of possession pursuant to
Article 25 above, Tenant shall, throughout the entire holdover period, pay rent
equal to 150% the Base Rent and 100% of the Additional Rent which would have
been applicable had the term of this Lease continued through the period of such
holding over by Tenant. If Tenant remains in possession of all or any part of
the Premises after the expiration of the Lease Term, with the express written
consent of Landlord: (i) such tenancy will be deemed to be a periodic tenancy
from month-to-month only; (ii) such tenancy will not constitute a renewal or
extension of this Lease for any further term; and (iii) such tenancy may be
terminated by Landlord upon the earlier of thirty (30) days' prior written
notice or the earliest date permitted by law. Such month-to-month tenancy will
be subject to every other term, condition, and covenant contained in this Lease
including the Base Rent and Additional Rent provisions. Nothing contained in
this Article 28 shall be construed as consent by Landlord to any holding over of
the Premises by Tenant, and Landlord expressly reserves the right to require
Tenant to surrender possession of the Premises to Landlord upon the expiration
or earlier termination of this Lease. If Tenant fails to surrender the Premises
upon the expiration or earlier termination of this Lease despite demand to do so
by Landlord, Tenant shall indemnify and hold Landlord harmless from all loss or
liability, including, without limitation, any claim made by any succeeding
tenant founded on or resulting from such failure to surrender.

                                   ARTICLE 29
                           SUBORDINATION TO MORTGAGE

      Tenant accepts this Lease subject and subordinate to any mortgage, deed of
trust or other lien presently existing or hereafter arising upon the Premises,
upon the Building as a whole, and to any renewals, refinancing and extensions
thereof, but Tenant agrees that any such Mortgagee shall have the right at any
time to subordinate such mortgage, deed of trust or other lien to this Lease on
such terms and subject to such conditions as such Mortgagee may reasonably deem
appropriate in its discretion. Tenant agrees within 10 days after request
therefore to execute a subordination and non-disturbance agreement in the form
of agreement attached hereto as Exhibit I or such similar agreement as Landlord
may reasonably request. In the event that any mortgage or deed of trust is
foreclosed or conveyance in lieu of foreclosure is made for any reason, Tenant
shall, if requested by the Mortgagee, attorn to and become the Tenant of the
successor-in-interest to Landlord and in such event Tenant hereby waives its
right under any current or future law which gives or purports to give Tenant any
right to terminate or otherwise adversely affect this Lease and the obligations
of Tenant hereunder. If in connection with obtaining construction, interim or
permanent financing for the Building, the lender shall request modifications to
this Lease as a condition to such financing, Tenant will not withhold or delay
its consent thereto, provided that

                                      -24-
<PAGE>

such modifications do not increase the obligations of Tenant hereunder and do
not otherwise materially adversely affect Tenant's rights hereunder. In the
event that Tenant should fail to execute any instrument described in this
Article 29 promptly as requested, Tenant hereby irrevocably constitutes Landlord
as its attorney-in-fact to execute such instrument in Tenant's name, place and
stead, it being agreed that such power is one coupled with an interest.

                                   ARTICLE 30
                                    RESERVED

                                   ARTICLE 31
                            BANKRUPTCY OR INSOLVENCY

      31.1  Deemed Rejection of Lease. If the Tenant becomes a debtor under
Chapter 7 of the United States Bankruptcy Code (the "Bankruptcy Code"), or in
the event that a petition for reorganization or adjustment of debts is filed
concerning the Tenant under Chapter 11 or Chapter 13 of the Bankruptcy Code, or
a proceeding filed under Chapter 7 is transferred to Chapter 11 or 13, the
"Trustee" or the Tenant, as "Debtor-in-Possession," shall be deemed to have
rejected this Lease. No election by the Trustee or Debtor-in-Possession to
assume this Lease shall be effective unless each of the following conditions,
which Landlord and Tenant hereby acknowledge to be commercially reasonable in
the context of a bankruptcy proceeding, has been satisfied, and the Landlord has
so acknowledge in writing: (i) the Trustee or Debtor-in-Possession has cured, or
has provided the Landlord "adequate assurance" (as hereinafter defined) that
from the date of such assumption the Trustee or Debtor-in-Possession will
promptly cure, all monetary and non-monetary defaults under the Lease; (ii) the
Trustee or Debtor-in-Possession has compensated, or has provided to the
Landlord adequate assurance that within ten (10) days of the date of assumption
the Landlord will be compensated, for any pecuniary loss incurred by the
Landlord arising from default of the Tenant, the Trustee, or the
Debtor-in-Possession as recited in the Landlord's written statement of pecuniary
loss sent to the Trustee or Debtor-in-Possession; and (iii) the Trustee or
Debtor-in-Possession has provided the Landlord with adequate assurance of future
performance of each of the Tenant's, the Trustee's, or the
Debtor-in-Possession's obligations under this Lease; provided, however, that:
(x) the Trustee or Debtor-in-Possession shall also deposit with the Landlord, as
security for the timely payment of rent and other sums due hereunder, an amount
equal to three months Base Rent, Additional Rent, and other monetary charges
accruing under this Lease; and (y) the obligations imposed upon the Trustee or
Debtor-in-Possession shall continue with respect to the Tenant or any assignee
of this Lease after the completion of the bankruptcy proceedings.

      31.2  Adequate Assurance. For purposes of this Section, Landlord and
Tenant acknowledge that, in the context of the bankruptcy proceedings of the
Tenant, at a minimum, "adequate assurance" shall mean: (i) the Trustee or
Debtor-in-Possession will continue to have sufficient unencumbered assets after
the payment of all secured obligations and administrative expenses to assure the
Landlord that the Trustee or Debtor-in-Possession will have sufficient funds to
fulfill all of the obligations of Tenant under this Lease; or (ii) the
Bankruptcy Court, shall have entered an order segregating sufficient cash
payable to the Landlord, and the Trustee or Debtor-in-Possession shall have
granted to the Landlord a valid and perfected first lien and security interest
or mortgage in property of the Tenant, the Trustee, or the Debtor-
in-Possession, acceptable as to value and kind to the Landlord, in order to
secure to the Landlord the obligation of the Tenant, Trustee, or
Debtor-in-Possession to cure the monetary or non-monetary defaults under the
Lease within the time period set forth above.

      31.3  Lease Assignments in Bankruptcy Proceedings. The following
conditions shall apply to any assignments of this Lease in bankruptcy
proceedings if the Trustee or Debtor-in-Possession has assumed this Lease and
elects to assign the Lease to any other person, such interest or estate of
Tenant in this Lease may be so assigned only if the Landlord has acknowledged in
writing that the intended assignee can provide to the Landlord "adequate
assurance of future performance" (as herein defined) of all of the terms,
covenants and conditions of this Lease to be performed by the Tenant. For the
purposes

                                      -25-
<PAGE>

of this provision, Landlord and Tenant acknowledge that, in the context of a
bankruptcy proceeding, at a minimum, "adequate assurance of future performance"
shall mean that each of the following conditions has been satisfied, and the
Landlord has so acknowledged in writing: (i) the proposed assignee has submitted
a current financial statement audited by a Certified Public Accountant which
shows the net worth and working capital and amounts determined by Landlord to be
sufficient to assure the future performance by such assignee of all of Tenant's
obligations under this Lease; (ii) the proposed assignee, if requested by the
Landlord, has obtained guarantees in form and substance satisfactory to the
Landlord from one or more persons who satisfy the Landlord's standards of
creditworthiness; and (iii) the Landlord has obtained all consents or waivers
from any third party required under any lease, mortgage, financing arrangement,
or other agreement by which the Landlord is bound, in order to permit the
Landlord to consent to such assignment.

                                   ARTICLE 32
                        AMERICANS WITH DISABILITIES ACT

      32.1  Alterations to Common Areas. Landlord shall, subject to
reimbursement as part of the Building's Operating Expenses, be responsible for
any alterations, modifications or improvements to the Common Areas which are
required under any applicable portion of the Americans With Disabilities Act
("ADA").

      32.2  Alterations to Premises. Tenant shall, at Tenant's sole cost and
expense, be responsible for any alterations, modifications or improvements to
the Premises, and the acquisitions of any auxiliary aids, required under the
ADA, including all alterations, modifications, or improvements required: (i) as
a result of Tenant (or any subtenant, assignee, or concessionaire) being a
"Public Accommodation" (as defined in the ADA); (ii) as a result of the Premises
being a "Commercial Facility" (as defined in the ADA); (iii) as a result of any
leasehold improvements made to the Premises by, or on behalf of, Tenant or any
subtenant, assignee, or concessionaire (whether or not Landlord's consent to
such leasehold improvements was obtained); or (iv) as a result of the employment
by Tenant (or any subtenant, assignee, or concessionaire) of any individual with
a disability. Nothing stated in this paragraph shall diminish the Landlord's
responsibility to comply with the ADA with respect to any and all common areas
or other portions of the Building in accordance with Section 32.1 hereof, unless
such modification results from Tenant's use of the Premises in which event any
modifications to the Common Areas or Building will be the sole cost and expense
of the Tenant.

      32.3  "Use Clause" Implications. With respect to the use restrictions set
forth in Article 4 of this Lease, and the restrictions on assignments and
subletting set forth in Article 4 of this Lease, it is hereby specifically
understood and agreed that Landlord shall have no obligation to consent to, or
permit, a use of the Premises, or an assignment of the Lease, or a sublease of
the Premises (collectively herein a "Use Change") if such Use Change would
require the making of any alterations, modifications, or improvements to the
Premises or the Common Areas, or the acquisition of any auxiliary aids, required
under the ADA, unless Tenant performs all such acts and satisfies Landlord's
requirements for financial responsibility for the costs of such compliance
(which may include, by way of example, posting of a completion bond), Tenant
shall be responsible for compliance with ADA in the design and layout of the
Leasehold Improvements and Landlord shall have no responsibility therefor.

                                      -26-
<PAGE>

                                   ARTICLE 33
                                 ATTORNEY FEES

      In the event either party commences an action for the enforcement of, or
arising out of, a breach of the terms of this Lease, then the prevailing party
shall be awarded an amount to be fixed by the court for court costs and
reasonable attorney's fees.

                                   ARTICLE 34
                               NO IMPLIED WAIVER

      The failure of Landlord to insist at any time upon the strict performance
of any covenant or agreement herein, or to exercise any option, right, power or
remedy contained in this Lease, shall not be construed as a waiver or a
relinquishment thereof for the future. No payment by Tenant or receipt by
Landlord of a lesser amount than the monthly installment of Rent due under this
Lease shall be deemed to be other than on account of the earliest Rent due
hereunder, nor shall any endorsement or statement on any check or any letter
accompanying any check or payment as Rent be deemed an accord and satisfaction,
and Landlord may accept such check or payment without prejudice to Landlord's
right to recover the balance of such rent or pursue any other remedy in this
Lease provided.

                                   ARTICLE 35
                        LIMITATION OF LANDLORD LIABILITY

      The liability of Landlord to Tenant for any default by Landlord under the
terms of this Lease shall be limited to the interest of Landlord in the Building
and Tenant agrees to look solely to such amount for recovery of any judgment
from Landlord, it being intended that Landlord shall not be personally liable
for any judgment or deficiency.

                                   ARTICLE 36
                                SECURITY DEPOSIT

      The Security Deposit shall be paid by Tenant to Landlord concurrently with
the execution hereof. The Security Deposit shall be held by Landlord without
liability for interest and as security for the performance by Tenant of Tenant's
covenants and obligations under this Lease, it being expressly understood that
the Security Deposit shall not be considered an advance payment of rental or a
measure of damages caused by Tenant in case of default by Tenant. Landlord may
commingle the Security Deposit with Landlord's other funds. Landlord may, from
time to time, without prejudice to any other remedy, use the Security Deposit to
the extent necessary to make good any arrearage of rent or to satisfy any other
covenant or obligation of Tenant hereunder. Following any such application of
the Security Deposit, Tenant shall pay to Landlord on demand the amount so
applied in order to restore the Security Deposit to its original amount.
Provided no uncured Event of Default then exists, 24 months following the
Commencement Date, the balance of the Security Deposit (remaining after any
prior application thereof under this article) shall be returned by Landlord to
Tenant. If Landlord transfers its interest in the Premises during the term of
this Lease, Landlord may assign the Security Deposit to the transferee and
thereafter shall have no further liability for the return of such Security
Deposit to Tenant.

                                   ARTICLE 37
                                     NOTICE

      Any notice in this Lease provided for must, unless otherwise expressly
provided herein, be in writing, and may, unless otherwise in this Lease
expressly provided, be given or be served by depositing the same in the United
States mail, postage paid and certified and addressed to the party to be
notified, with return receipt requested, or by delivering the same in person to
an officer of such party, or by prepaid telegram, when appropriate, addressed to
the party to be notified at the address stated below or such other address,
notice of which has been given to the other party. Notice deposited in the mail
in the

                                      -27-
<PAGE>

manner hereinabove described shall be effective from and after the expiration of
three (3) calendar days after it is so deposited.

      Notices to Landlord:   Intown Office, LLC
                             400 S. Fourth Street
                             Suite 107
                             Las Vegas, Nevada 89101

      With a copy to:        J. Kevin Ray, Esq.
                             Campbell Bohn Killin Brittan & Ray, LLC
                             270 St Paul, Suite 200
                             Denver, Colorado 80206

      Notices to Tenant:     Community Bank of Nevada
                             400 S. Fourth Street
                             Suite (at the Premises)
                             Las Vegas, Nevada 89101

                                   ARTICLE 38
                                  SEVERABILITY

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

                                   ARTICLE 39
                                  RECORDATION

      Tenant agrees not to record this Lease or any memorandum hereof.

                                   ARTICLE 40
                                 GOVERNING LAW

      This Lease and the rights and obligations of the parties hereto shall be
interpreted, construed, and enforced in accordance with the laws of the State of
Nevada, without regard to its principles of conflict of laws.

                                   ARTICLE 41
                                 FORCE MAJEURE

      Whenever a period of time is herein prescribed for the taking of any
action by Landlord, Landlord shall not be liable or responsible for, and there
shall be excluded from the computation of such period of time, any delays due to
strikes, riots, acts of God, shortages of labor or materials, war, governmental
laws, regulations or restrictions, or any other cause whatsoever beyond the
control of Landlord.

                                   ARTICLE 42
                              TIME OF PERFORMANCE

      Except as expressly otherwise herein provided, with respect to all
required acts of Tenant, time is of the essence of this Lease.

                                      -28-
<PAGE>

                                   ARTICLE 43
                             TRANSFERS BY LANDLORD

      Landlord shall have the right to transfer and assign, in whole or in part,
all its rights and obligations hereunder and in the Building and property
referred to herein, and in such event and upon such transfer Landlord shall be
released from any further obligations hereunder, and Tenant agrees to look
solely to such successor in interest of Landlord for the performance of such
obligations.

                                   ARTICLE 44
                                  COMMISSIONS

      Landlord and Tenant hereby indemnify and hold each other harmless against
any loss, claim, expense or liability with respect to any commissions or
brokerage fees claimed on account of the execution and/or renewal of this Lease
due to any action of the indemnifying party. Landlord and Tenant each represent
and warrant to each other that no broker has been used in connection with this
Lease except for the broker(s) set forth on the Lease Summary hereof, which
broker(s) shall be compensated by Landlord absent an agreement to the contrary.

                                   ARTICLE 45
                        EFFECT OF DELIVERY OF THIS LEASE

      Landlord has delivered a copy of this Lease to Tenant for Tenant's review
only, and the delivery hereof does not constitute an offer to Tenant or option.
This Lease shall not be effective until a copy executed by both Landlord and
Tenant is delivered to and accepted by Landlord.

                                   ARTICLE 46
                   CORPORATE AUTHORITY; PARTNERSHIP AUTHORITY

      If Tenant is a corporation, each person signing this Lease on behalf of
Tenant represents and warrants that he or she has full authority to do so and
that this Lease binds the corporation. Within thirty (30) days after this Lease
is signed, Tenant shall deliver to Landlord a certified copy of a resolution of
Tenant's Board of Directors authorizing the execution of this Lease or other
evidence of such authority reasonably acceptable to Landlord. If Tenant is a
partnership or limited-liability company, each person signing this Lease for
Tenant represents and warrants that he or she is a general partner of the
partnership or manager of the limited-liability company, as the case may be,
that he or she has full authority to sign for the partnership or the
limited-liability company, as the case may be, and that this Lease binds the
partnership and all general partners of the partnership. Tenant shall give
written notice to Landlord of any general partner's or manager's withdrawal or
addition. Within thirty (30) days after this Lease is signed, Tenant shall
deliver to Landlord a copy of Tenant's recorded statement of partnership or
certificate of limited partnership or certificate of limited-liability company,
as the case may be.

                                   ARTICLE 47
                           JOINT AND SEVERAL LIABILITY

      All parties signing this Lease as Tenant shall be jointly and severally
liable for all obligations of Tenant.

                                   ARTICLE 48
                                 INTERPRETATION

      The captions of the Articles of this Lease, and each specific Section or
paragraph within the respective Articles, are to assist the parties in reading
this Lease and are not a part of the terms or provisions of this Lease. Whenever
required by the context of this Lease, the singular shall include the plural and
the plural shall include the singular. The masculine, feminine and neuter
genders shall each include the other. In any provision relating to the conduct,
acts or omissions of Tenant, the term "Tenant"

                                      -29-
<PAGE>

shall include Tenant's agents, employees, contractors, invitees, successors or
others using the Premises with Tenant's expressed or implied permission.

                                   ARTICLE 49
                INCORPORATION OF PRIOR AGREEMENTS; MODIFICATIONS

      This Lease is the only agreement between the parties pertaining to the
lease of the Premises and no other agreements are effective. All amendments to
this Lease shall be in writing and signed by all parties. Any other attempted
amendment shall be void.

                                   ARTICLE 50
                              WAIVER OF JURY TRIAL

      Landlord and Tenant by this Article 50 waive trial by jury in any action,
proceeding, or counterclaim brought by either of the parties to this Lease
against the other on any matters whatsoever arising out of or in any way
connected with this Lease, the relationship of Landlord and Tenant, Tenant's use
or occupancy of the Premises, or any other claims (except claims for personal
injury or property damage), and any emergency statutory or any other statutory
remedy.

                                   ARTICLE 51
                             ESTOPPEL CERTIFICATES

      Within ten (10) days after written request from Landlord, Tenant shall
execute and deliver to Landlord or Landlord's designee, a written certificate in
the form of Exhibit H, attached hereto and incorporated herein by this reference
or such other certificate that certifies that this Lease is unmodified and in
full force and effect (or if there have been modifications, that the same is in
full force and effect as so modified), states the dates to which rent and other
charges payable under the Lease have been paid, states that Landlord is not in
default hereunder (or if Tenant alleges a default stating the nature of such
alleged default) and further states such other matters as Landlord shall
reasonably require. Tenant acknowledges that any such statement may be relied
upon by any Mortgagee, prospective Mortgagee, purchaser or prospective purchaser
of the Building or any interest therein. Tenant's failure to execute and deliver
any certificate or agreement hereunder within the time required shall be
Tenant's consent that all information contained therein is true and correct and
at Landlord's election be a default under this Lease. Any certificate,
instrument, and/or agreement referred to in this Article 51 may at Landlord's
election be in recordable form and may at Landlord's election be duly recorded.

                                   ARTICLE 52
                                   NO MERGER

      The voluntary or other surrender of this Lease by Tenant or the
cancellation of this Lease by mutual agreement of Tenant and Landlord or the
termination of this Lease on account of Tenant's default will not work a merger,
and will, at Landlord's option, (i) terminate all or any subleases and
subtenancies or (ii) operate as an assignment to Landlord of all or any
subleases or subtenancies. Landlord's option under this Article 52 will be
exercised by written notice to Tenant and all known sublessees or subtenants in
the Premises or any part of the Premises.

                                   ARTICLE 53
                                  COUNTERPARTS

      This Lease may be executed in counterparts, and, when all counterpart
documents are executed, the counterparts shall constitute a single binding
instrument.

                                      -30-
<PAGE>

                                   ARTICLE 54
                                    EXHIBITS

      All Exhibits as listed on the "List of Agreements" preceding or attached
hereto, are incorporated herein and made a part of this Lease for all purposes.

      IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease (which
may be in multiple original counterparts) as of the day and year first above
written.

LANDLORD:                                       TENANT:

INTOWN OFFICE, LLC,                             Community Bank of Nevada
a Nevada limited liability company

By:   Clark NV Realty, LLC, a Delaware          By: /s/ Edward M. Jamison
      limited liability company, Member           -----------------------------
      By:   Orange County Equities, Limited,    Print Name: Edward M. Jamison
            Member                              Print Title: President/CEO


            By: /s/ B. Bradford Barrett
                ------------------------------
                B. Bradford Barrett, President

By:   Pauls Equities, LLC, a Colorado
      limited liability company, Member

      By: /s/ Paul Powers
          ------------------------------
          Paul Powers, President

                                      -31-
<PAGE>

                                  EXHIBIT "A"

                               CITY CENTRE PLACE

                               LEGAL DESCRIPTION

ALL THAT REAL PROPERTY SITUATED IN THE COUNTY OF CLARK, STATE OF NEVADA, BOUNDED
AND DESCRIBED AS FOLLOWS:

That portion of the North Half (N 1/2) of the Southwest Quarter (SW 1/4) of
Section 34, Township 20 South, Range 61 East, M.D.B. & M., described as follows:

Lots One (1) and Two (2) as shown by map thereof in File 97 of Parcel Maps, Page
78, in the Office of the County Recorder, Clark County, Nevada.

LANDLORD, FROM TIME TO TIME, SHALL HAVE THE RIGHT TO AMEND THIS LEGAL
DESCRIPTION TO ACCURATELY REFLECT THE LEGAL PARCEL IF AND WHEN IT BECOMES
NECESSARY TO ADJUST THE LEGAL DESCRIPTION TO ACCOMMODATE THE DEVELOPMENT OF
OTHER ADJACENT BUILDINGS.

                                      A-1
<PAGE>

                                   EXHIBIT "B"

                                CITY CENTRE PLACE

                             FLOOR PLAN OF PREMISES

                   [To be prepared by Landlord and Tenant and
                 inserted upon execution and delivery of Lease.]

                                      B-1
<PAGE>

                                   EXHIBIT "D"

                                CITY CENTRE PLACE

                                   WORK LETTER

      This Work Letter supplements the Lease Agreement (the "Lease") dated
concurrently herewith, by and between INTOWN OFFICE, LLC, a Nevada limited
liability company, as Landlord, and COMMUNITY BANK OF NEVADA, as Tenant,
covering the Premises. All terms not defined herein shall have the same meaning
as set forth in the Lease.

1.    Construction of Building.

            1.1   Base Building Improvements. Landlord has constructed, or shall
construct, through its contractor, at Landlord's sole cost, a building shell,
including the following ("Base Building Improvements"):

                  a.    outside walls (not including drywall), core walls which
are unfinished on tenant's side, elevator lobby and corridor which connect exit
stairwells on multi-tenant floors (but not an elevator lobby or corridor on
floors with a single tenant);

                  b.    unfinished concrete floors throughout the Premises,
broom clean;

                  c.    building standard 110-volt service power and 277-volt
and/or 110-volt florescent lighting power at the core;

                  d.    men's and women's restroom facilities with
building-standard finishes located on each floor on which the Premises are
located;

                  e.    building standard fire alarms and smoke detectors in
public areas in accordance with applicable building code on an unoccupied basis
and provided only at the core of the Building;

                  f.    plumbing systems stubbed at the core of the Building;

                  g.    primary fire and life safety in a general pattern
sprinkler loop throughout the Premises ready for expansion and adjustment when
the ceiling for the Premises is installed; and

                  h.    unless modified by Landlord in its sole discretion,
primary heating ventilating and air conditioners loop (but not including branch
distribution controls and mixing boxes).

            1.2   Tenant Improvements Descriptions. Without limiting the
generality of the foregoing description of Base Building Improvements, tenant
improvements ("Tenant Improvements") shall include the following items:

                  a.    ceiling and lighting in the Premises;

                  b.    floor finishes in the Premises (except elevator lobby,
common corridor and toilet rooms on multi-tenant floors);

                  c.    interior finishes of any kind within the Premises
(except elevator lobby, toilet rooms and common corridors on multi-tenant
floors);

                  d.    interior partitions, demising walls, doors and hardware
within the Premises;

                                      D-3
<PAGE>

                  e.    terminal boxes and reheat coils or other heating,
ventilating and air conditioning or air distribution devices, including
distribution duct work and controls or supplemental systems;

                  f.    cooling zone Variable Air Volume boxes (VAV) at a
maximum of 1 per approximately 1,000 s.f.

                  g.    distribution of electrical services, plumbing services
and sprinklers from the core (except primary sprinkler loop as specified in base
building description);

                  h.    fire and life safety systems throughout the Premises,
including without limitation exit signs, horn/strobe or intercoms and
extinguishers (except as provided in Base Building Improvements);

                  i.    window coverings;

                  j.    architectural and engineering preparation of plans and
specifications for the Tenant Improvements to conform to building standards;

                  k.    permits and fees to local jurisdictions; and

                  l.    such other costs as are described in Section 3.2
hereinbelow.

2.    Plans and Specifications for Tenant Improvements.

            2.1   Landlord has caused its architect to furnish to Tenant for
Tenant's approval space plans sufficient to convey the architectural design of
the Premises, including, without limitation, the location of doors, partitions,
electrical and telephone outlets, plumbing fixtures, heavy floor loads and other
special requirements, together with reflective ceiling plans (the "Schematic
Space Plans"). Tenant has approved the Schematic Space Plans.

            2.2   Upon mutual execution of the Lease, Landlord shall cause its
architect to prepare from the Schematic Space Plans complete architectural
plans, drawings and specifications and, utilizing Landlord's mechanical,
electrical and structural engineers, complete engineered and cross coordinated
mechanical, electrical and structural working drawings for all of the Premises,
showing the subdivision, layout, finish and decoration work (including carpeting
and other floor coverings), all in such form and in such detail as may be
reasonably required by Landlord. Such complete plans, drawings and
specifications are referred to herein as the "Final Plans". Landlord shall cause
the Final Plans to (i) be compatible with the Base Building Improvements, (ii)
comply with all applicable laws and ordinances, and the rules and regulations of
all governmental authorities having jurisdiction, and (iii) comply with all
applicable insurance regulations for a fire resistive Class A Building. Landlord
shall submit the Final Plans for the approval of Tenant. If Tenant shall
disapprove of any portion of the Final Plans, then within 5 business days after
receiving the Final Plans from Landlord, Tenant shall advise Landlord of any and
all specific revisions, and reasons therefor, as are reasonably required by
Tenant for the purpose of obtaining approval. Landlord shall then submit to
Tenant, for Tenant's approval, a redesign of the Final Plans, incorporating the
revisions required by Tenant and such modifications thereof as are suggested by
Landlord.

            2.3   Tenant acknowledges that, unless specifically shown as
Landlord's responsibility on the Final Plans, the Tenant Improvements shall not
include, nor shall Landlord be responsible for the design, construction or
installation of, various nonstructural items which Tenant may find desirable for
the Premises including, without limitation, furniture, trade fixtures, office
equipment, telephone and communication systems and equipment, plantscaping,
artwork or cabling required in connection with any of these items.
Notwithstanding the fact that Landlord's architect has prepared the Schematic
Space Plans and Final Plans, Tenant shall be solely responsible for the function
of such plans. A list of standard improvements for space within the Building
("Building Standards") is available to Tenant upon request. All Tenant
Improvements shall be of equal or greater quality than the Building Standards;
provided that

                                       D-4
<PAGE>

Tenant shall be required to utilize Building Standard window blinds, ceiling
systems and light fixtures (and not to utilize any different albeit greater
quality).

            2.4   Tenant shall cooperate with Landlord in obtaining approval of
the Final Plans by all governmental agencies having jurisdiction.

            2.5   Landlord shall cause its architect to provide documentation
for all changes to the Final Plans at the time each change is authorized for
construction.

3.    Allowance for Work and Work Cost.

      3.1   Tenant shall receive from Landlord the Allowance as specified in the
Lease, which Allowance shall be used solely for "Work Costs" (as that term is
defined in Section 3.2 below). On or before the 5th day of each calendar month,
or as otherwise mutually agreed between Landlord and Tenant, during the
construction of the Tenant Improvements, Tenant shall deliver to Landlord: (i) a
request for payment of the Tenant's general contractor ("Contractor") approved
by Tenant, in a form to be provided by Landlord, showing the schedule, by trade,
of percentage of completion of the Tenant Improvements in the Premises,
detailing the portion of the Tenant Improvements completed and the portion not
completed; (ii) invoices from the Contractor and any applicable subcontractors
or material suppliers (collectively, "Tenant's Agents") for labor rendered and
materials delivered to the Premises; (iii) executed mechanic's lien releases
from all of Tenant's Agents in acceptable form; and (iv) all other information
reasonably requested by Landlord. Thereafter, Landlord shall deliver a check to
Contractor and/or Tenant's Agents (as applicable) in payment of the lesser of:
(A) the amounts so requested by Tenant less a ten percent (10%) retention (the
aggregate amount of such retentions to be known as the "Final Retention"), and
(B) the balance of any remaining available portion of the Allowance (not
including the Final Retention), provided that Landlord does not dispute any
request for payment based on non-compliance of any Tenant Improvements with the
Final Plans or due to any substandard work.

      Subject to the provisions hereof, a check for the Final Retention payable
to Contractor and/or Tenant's Agents (as applicable) shall be delivered by
Landlord to Tenant following the substantial completion of construction of the
Tenant Improvements, provided that (i) Tenant delivers to Landlord properly
executed mechanics lien releases, (ii) Landlord has determined that no
substandard Tenant Improvements exist which adversely affects the mechanical,
electrical, plumbing, heating, ventilating, and air conditioning, life-safety or
other systems of the Building, (iii) Landlord's architect delivers to Landlord a
certificate, certifying that the construction of the Tenant Improvements in the
Premises has been substantially completed and the City of Las Vegas has issued a
certificate of occupancy or its equivalent, and (iv) Tenant has commenced
business operations in the Premises.

      All Tenant Improvements (unless otherwise agreed to in writing by the
Parties), whether or not the cost thereof is covered by the Allowance, shall
become the property of Landlord upon expiration or earlier termination of the
Lease and shall remain on the Premises at all times during the Lease Term.
Tenant shall be entitled to no other payment or rent reduction for any part of
the Allowance not utilized by Tenant.

      3.2   As used herein, "Work Costs" mean (i) all fees and expenses incurred
by Landlord and Tenant in connection with the design and construction of the
Tenant Improvements, including, without limitation, engineering fees for the
review of the Schematic Space Plans and Final Plans; (ii) the actual contractor
costs and charges for material and labor, contractor's profit, overhead and
general conditions incurred by Landlord or Tenant in having the Tenant
Improvements constructed in accordance with the Final Plans; (iii) governmental
agency plan check, permit and other fees and sales and use taxes; (iv) testing
and inspection costs; (v) any paint touch-up or repair work necessary due to
Tenant's move into the Premises; (vi) all other costs expended or to be expended
by Landlord or Tenant in the construction of the Tenant Improvements mini-blinds
within the Premises, fluorescent light fixtures, air balancing, and other
pre-stocked materials; and (vii) a fee to be paid to Landlord equal to three
percent (3%) of all Work Costs for coordination and supervision by Landlord of
construction of the Tenant Improvements.

                                      D-5
<PAGE>

      3.3   The parties acknowledge that Landlord has "pre-stocked" certain
Building Standards improvement items for use in the Building, which items must
be used by Tenant for construction of the Tenant Improvements.

      3.4   If the Final Plans or any amendment thereof or supplement thereto
shall require changes in the Base Building Improvements, the increased cost of
the Base Building Improvements caused by such changes shall be charged as a Work
Cost. The cost thereof shall include all direct architectural and/or engineering
fees and expenses in connection therewith.

      3.5   In the event that the cost to construct the Tenant Improvements
exceeds the Allowance, Tenant shall pay one hundred percent (100%) of such
excess.

      3.6   Any changes to the approved Final Plans ("Changes") which are
requested by Tenant or required by any governmental agency shall be forwarded to
Landlord for approval which shall not be unreasonably withheld or delayed.

4.    Construction.

      4.1   At any time after Landlord has approved the Final Plans and receipt
by Landlord and Tenant of all relevant governmental agency approvals and permits
for the Tenant Improvements, Tenant shall cause its general contractor ("General
Contractor") to commence the construction of the Tenant Improvements, which
General Contractor shall be subject to Landlord's reasonable approval. The
General Contractor shall have the right to cause all or any portion of such work
to be performed by one or more subcontractors.

      4.2   In connection with the construction of the Tenant Improvements, each
party shall be entitled to rely upon the other party's construction
representative who shall be as follows: Landlord's construction representatives
("Landlord's Construction Representative"): Bill Renken, through completion of
the Final Plans and thereafter Jeff Eloi, Tenant's construction representative
("Tenant's Construction Representative"): ________________[TO BE DESIGNATED
PRIOR TO EXECUTION]. Each respective construction representative shall have the
authority to make binding commitments relative to the Tenant Improvements on
behalf of the party appointing such construction representative. All inquiries
of Tenant pertaining to construction of the Tenant Improvements shall be
directed in writing to Landlord's Construction Representative. A party may
designate a substitute construction representative by giving written notice to
the other party at any time. Any representatives of Tenant who desires to visit
the Premises during construction of the Tenant Improvements must obtain the
prior consent of Landlord and the General Contractor.

      4.3   Prior to the commencement of the Tenant Improvements, Tenant shall
deliver to Landlord certificates issued by insurance companies qualified to do
business in Nevada evidencing that workmen's compensation, public liability
insurance, and property damage insurance and property damage insurance, all in
amounts, with companies, and on forms which comply with the insurance
requirements set forth in the Lease, are in force and maintained by the General
Contractor. All such policies shall name Landlord as an additional insured and
shall provide that the same may not be canceled or modified without thirty (30)
days' prior notice to Landlord.

      4.4   Tenant, at its sole cost and expense, except for Landlord's
obligation to pay the Allowance, shall cause the Tenant Improvements to be
performed in material compliance with all applicable requirements of insurance
bodies having jurisdiction, and in such manner as not to unreasonably interfere
with any other tenants of the Building or unreasonably interfere with, delay, or
impose any additional expense upon Landlord in the construction, maintenance, or
operation of the Building, and so as to maintain harmonious labor relations in
the Building; provided, however, that Tenant shall in no event be required to
utilize union labor to construct any Tenant Improvements.

      4.5   Tenant and the General Contractor (and, its authorized agents,
employees and sub-contractors) shall have the right to enter and access the
Premises prior to the Commencement Date, for the sole purpose of constructing
the Tenant Improvements. Any entry by or on behalf of Tenant shall

                                      D-6
<PAGE>

be subject to the Rules and Regulations and any such other reasonable rules,
regulations, standards and conditions as Landlord may impose.

      4.6   Tenant agrees to indemnify, hold harmless and defend Landlord and
the Building from any liability or damages and Landlord from any claim,
liability, loss, damage, cost or expense, including reasonable attorneys' fees
which Landlord may incur in connection with the construction of the Tenant
Improvements in excess of the any unpaid portion of the Allowance. Tenant agrees
not to permit or suffer and, to the extent so permitted or suffered, to cause to
be removed (which removal may be accomplished by posting a bond) and released
within thirty (30) days after Tenant's receipt of notice of the filing thereof,
any mechanic's, materialman's or other lien on account of supplies, machinery,
tools, equipment, labor or materials furnished or used in connection with the
construction of the Tenant Improvements in excess of any unpaid portion of the
Allowance.

      4.7   Tenant shall cause the General Contractor to keep the Premises and
the Building free from accumulations of waste materials, rubbish, and other
debris resulting from the work, and at the completion of the work the Tenant
shall cause the General Contractor to remove all waste materials, rubbish and
debris from and about the Building as well as all tools, construction equipment
and machinery, and surplus materials, and will leave the Building clean. Tenant
shall, at its sole cost and expense, restore, to their original condition, those
portions of the Building not designated for alteration by the contract
documents.

      4.8   Tenant shall cause the General Contractor to use only new materials,
or used fixtures and equipment which are in good operating condition and
complete all work with good quality workmanship free from faults or defects.

5.    Miscellaneous. Any default by Tenant under the terms of this Work Letter
shall constitute a default under the Lease and shall entitle Landlord to
exercise all remedies set forth therein. Both Landlord and Tenant agree to use
reasonable diligence in performing all of their respective obligations and
duties under this Work Letter and in proceeding with the construction and
completion of the Building and all Tenant Improvements in the Premises.

      IN WITNESS WHEREOF, Landlord and Tenant have executed this Work Letter
Agreement (which may be in multiple original counterparts) as of the day and
year first above written.

LANDLORD:                                      TENANT:

INTOWN OFFICE, LLC,                            Community Bank of Nevada
a Nevada limited liability company

By:   Clark NV Realty, LLC, a Delaware
      limited liability company, Member        By: /s/ Edward M. Jamison
      By:   Orange County Equities, Limited,       --------------------------
            Member                             Print Name: EDWARD M. JAMISON
                                               Print Title: PRES/CEO


            By: /s/ B. Bradford Barrett
                ------------------------------
                B. Bradford Barrett, President

By:   Pauls Equities, LLC, a Colorado
      limited liability company, Member

      By: /s/ Paul Powers
          ------------------------------
           Paul Powers, President

                                      D-7

<PAGE>

                                   EXHIBIT "E"

                                CITY CENTRE PLACE

                         BUILDING RULES AND REGULATIONS

1.    Tenant, or its officers, agents, employees, contractors or vendors, shall
not obstruct sidewalks, doorways, vestibules, halls, corridors, stairways,
lobbies and other common areas (the "Public Areas") with refuse, furniture,
boxes, or other items. The Public Areas shall not be used for any purpose other
than ingress and egress to and from the Premises, or for going from one part of
the Building to another part of the Building. Tenant's doors to the Premises
shall not be blocked open and shall remain closed at all times unless first
approved in writing by Landlord in its sole discretion.

2.    Plumbing, fixtures and appliances shall be used only for the purposes for
which constructed, and no unsuitable material shall be placed therein.

3.    Except for those specific sign rights granted by Article 10 of the Lease,
no signs, directories, posters, advertisements, or notices shall be painted on
or affixed to any portion of the Building or Premises or other parts of the
Building or within Tenant's Premises which are visible from any Public Areas or
the Building exterior, except in such color, size, and style, and in such
places, as shall be first approved in writing by Landlord in its sole
discretion. The Premises shall be identified by a standard suite sign which
Landlord shall order at Tenant's expense. Landlord shall have the right to
remove all unapproved signs without notice to Tenant, at Tenant's expense.
Landlord shall include one listing (or more at Landlord's sole discretion) for
Tenant on its directory of Tenants.

4.    Tenant shall not do, or permit anything to be done in or about the
Building, or bring or keep anything therein, that will in any way increase the
possibility of fire or other hazard or increase rate of fire or other insurance
on the Building. Tenant shall not use or keep in the Building any inflammable or
explosive fluid or substance or any illuminating materials. No space heaters or
portable fans shall be operated in the Building. Tenant must submit to Landlord
a certificate of Fire Retardancy for any fresh evergreens (i.e. Christmas tree,
wreaths) to be brought onto the Premises.

5.    Tenant shall notify Landlord when safes or other heavy equipment are to be
taken in or out of the Building, and such moving shall only be done after
written permission is obtained from Landlord on such conditions as Landlord may
require in its sole discretion. Landlord shall have the power to prescribe the
weight and position of heavy equipment or other objects which may overstress any
portion of the Building. All damage done to the Building by such heavy items
will be repaired at the sole expense of the responsible Tenant.

6.    During normal business hours, Tenant may receive routine deliveries at the
Premises (i.e. office supplies, bottled water, mail couriers and parcel
shipments). All such deliveries must be made via the Building's designated
service access route and under no circumstances through the front lobby door.
Tenant's initial move-in, move-out and all other non-routine deliveries (i.e.
furnishings, large equipment) must occur after normal business hours and only
after written permission is obtained from Landlord, on such conditions as
Landlord may require in its sole discretion. During all non-business hours
(i.e., evenings, weekends, and holidays) when the Premises are not in use,
Tenant shall maintain all window blinds in a down position.

7.    Tenant shall cooperate with Landlord in keeping the Premises neat and
clean.

8.    Tenant shall not cause or permit any improper noises in the Building, or
allow any unpleasant odors to emanate from the Premises, or otherwise interfere,
injure or annoy in any way other tenants in the Building, or persons having
business with them.

9.    No animals shall be brought into or kept in or about the Building, with
the exception of seeing eye dogs.

                                       E-1
<PAGE>

10.   When conditions are such that Tenant must dispose of small shipping crates
or boxes, it will be the responsibility of Tenant to break down and dispose of
same in the refuse container designated by Landlord. The disposal of large
shipping crates or boxes (or other large objects or quantities), which in
Landlord's sole determination could overload the designated refuse container,
must be accommodated through Tenant's mover or vendor or may otherwise be
prearranged through Landlord at an additional charge to Tenant's account.

11.   No machinery of any kind, other than ordinary office machines such as
typewriters, calculators, facsimile equipment and personal computer equipment
shall be operated on the Premises unless first approved in writing by Landlord
in its sole discretion.

12.   No bicycles, motorcycles or similar vehicles will be allowed in the
Building.

13.   No nails, hooks, or screws shall be driven into or inserted in any part of
the Building unless first approved in writing by Landlord in its sole
discretion.

14.   After normal business hours, Landlord reserves the right to exclude from
the Building any person who does not possess an authorized means of access such
as a key, card key, or a prearranged written authorization and who is otherwise
not an employee or guest of Tenant. Tenant and its officers, agents or employees
shall utilize card keys only as instructed by Landlord and in no event shall
Tenant allow access to anyone, other than its officers, agents, employees,
guests or vendors.

15.   Canvassing, soliciting and peddling in Public Areas, or otherwise within
the Building, are strictly prohibited. Unless otherwise approved by Landlord in
writing, Tenant shall not use the Premises for the sale of newspapers,
magazines, periodicals, theater tickets or any other goods or merchandise to
other tenants in the Building or the general public. Tenant shall not use the
Premises for any business or activity other than that specifically provided for
in Tenant's lease. Tenant shall not make door-to-door solicitation of business
from other tenants in the Building.

16.   Tenant shall initially be given two (2) keys to the Premises by Landlord.
No duplicates of such keys shall be made by Tenant. Additional keys shall be
obtained only from Landlord, at a reasonable fee to be determined by Landlord
and that the fee will in no event exceed Landlord's cost thereof by more than
$10 per key copy. No additional locks shall be placed upon any doors
unless first approved by Landlord in writing. Upon termination of Tenant's
lease, Tenant shall surrender all keys to the Premises (and, if applicable, card
keys) to Landlord and shall otherwise give Landlord the combination of all locks
on the Premises.

17.   Tenant will not locate furnishings or cabinets adjacent to mechanical or
electrical access panels or over air conditioning outlets so as to prevent
operating personnel from servicing such units as routine or emergency access may
require. Cost of moving such furnishings for Landlord's access will be billed to
Tenant. The lighting and air conditioning equipment of the Building is the
exclusive charge of Landlord and its employees.

18.   Tenant shall comply with all parking rules and regulations as posted and
distributed by Landlord from time to time.

19.   No portion of the Building shall be used for the purpose of lodging rooms.

20.   Tenant shall not waste electricity, water or other utilities. Tenant will
comply with any governmental energy-saving rules, laws or regulations of which
Tenant has received notice. Tenant agrees to cooperate fully with Landlord to
assure the effective operation of the Building's heating and air conditioning
and to refrain from adjusting thermostat controls.

21.   Vending machines or dispensing machines of any kind shall not be placed in
the Premises by Tenant, unless first approved in writing by Landlord in its sole
discretion.

22.   Landlord's written approval, which shall be at Landlord's sole discretion,
must be obtained prior to changing from the standard blinds. Landlord will
control all blinds and internal lighting that may be visible

                                       E-2
<PAGE>

from the exterior or Public Areas of the Building and shall have the right to
change any unapproved blinds and lighting at Tenant's expense.

23.   Tenant shall not make any changes or alterations to any portion of the
Building without Landlord's prior written approval, which may be given on such
conditions as Landlord may require in its sole discretion. All such work shall
be done by Landlord or by Landlord's contractors and/or workers approved by
Landlord, who must work under Landlord's supervision and within Landlord's
standards and guidelines.

24.   Tenant shall not use the name of the Building in connection with or in
promoting or advertising the business of Tenant except as Tenant's address
including its address on stationery, brochures and advertising materials,
without Landlord's prior written approval, which may be given on such conditions
as Landlord may require in its sole discretion.

25.   Tenant shall comply with all safety, fire protection, and evacuation
procedures and regulations established by Landlord or any governmental agency.
Landlord has the right to evacuate the Building in the event of an emergency or
catastrophe. Landlord reserves the right to prevent access to the Building in
cases of invasion, mob, riot, bomb threat, public excitement or other commotion
by closing the doors or by taking other appropriate action.

26.   Tenant assumes any and all responsibility for protecting the Premises from
theft, robbery and pilferage, which includes keeping doors locked when the
Premises are not fully inhabited.

27.   Smoking shall not be permitted in Common Areas throughout the Building,
including lobbies, hallways, restrooms and stairwells. Smoking is permitted
outside the Building; however, smokers must utilize the ash urns which are
located outside the Building.

28.   Landlord has the right to designate a property management company to,
among other things, monitor and enforce the Rules and Regulations.

29.   Tenant is solely responsible for the cost to maintain and repair any and
all "Above Standard" items installed within their Premises (i.e., computer room
air conditioning unit, sinks, garbage disposals, dishwashers, custom locking
devices, specialty lighting, private restroom fixtures, etc.).

30.   Landlord reserves the right to rescind any of these rules and regulations
and to make such other and further rules and regulations as in its sole judgment
shall from time to time be required for the successful and professional
operation of the Building, which rules shall be binding upon each tenant and its
officers, agents, employees, guests and vendors upon delivery to tenant.

                                      E-3
<PAGE>


                                   EXHIBIT "F"

                                CITY CENTRE PLACE

                             COMMENCEMENT MEMORANDUM

 Community Bank of Nevada

 Re:       COMMENCEMENT MEMORANDUM

 Dear________________:

      With reference to that certain lease (the "Lease"), dated _______________
______________, 20_______, between INTOWN OFFICE, LLC, a Nevada limited
liability company ("Landlord"), and Community Bank of Nevada, a
_____________________________ ("Tenant"), you are hereby notified of the
following. All capitalized terms not otherwise defined herein shall have the
same meaning as set forth in the Lease.

1.    By execution hereof, you acknowledge and agree that all improvements or
other work required of us has been satisfactorily performed and you hereby
accept the Premises in full compliance with the terms and conditions of the
Lease.

2.    The Commencement Date of the Lease was _______, and the Lease will expire
at midnight, 20_____, if not extended or renewed or terminated earlier pursuant
to the Lease.

3.    The Premises consist of ______(________) square feet of Rentable Area and
________________(_______) square feet of Usable Area.

4.    The prorated amount of Base Rent and Additional Rent for Operating
Expenses for the partial month of _________ is $______________ and $___________,
respectively.

5.    The amount of Base Rent and Additional Rent for Operating Expenses for the
first full month is $ and $________, respectively.

6.    On ______, 20__, you deposited with us a security deposit in the amount of
_______________ Dollars ($_________).

7.    Pursuant to Exhibit "J" of the Lease, you have the right to renew the term
of the Lease for ____ (______) additional term of ______________ (______) years.
The Second Lease Term shall commence on _____, 20_____, provided Tenant gives
Landlord written notice on or before ____________, 20_____, in accordance with
the terms of the Lease.

8.    Pursuant to Exhibit "K" of the Lease, you have under certain conditions a
restricted right to expand the Rentable Area of the Premises to ____________
thousand (_____) square feet of contiguous rentable area adjacent to the
Premises located on the _________(___th) floor of the Building.

///

///

///

      Except as may be amended herein, all terms and conditions of the Lease
shall continue in full force and effect and are hereby republished, ratified,
and reaffirmed in their entirety. This Commencement Memorandum shall be binding
upon and may be relied upon by the parties hereto and their respective legal
representatives, successors, and assigns.

                                Very truly yours,

                                       F-1
<PAGE>

                                 INTOWN OFFICE, LLC,
                                 a Nevada limited liability company

                                 By:  Clark NV Realty, LLC, a Delaware
                                      limited liability company, Member
                                      By:   Orange County Equities, Limited,
                                            Member

                                            By: _______________________________
                                                B. Bradford Barrett, President

Acknowledged and agreed to       By:  Pauls Equities, LLC, a Colorado
this___ day of______, 20___, by       limited liability company
Community Bank of Nevada

                                      By:   ___________________________
                                            Paul Powers, President

By:______________________________
Print Name:______________________
Print Title:_____________________

                                      F-2
<PAGE>

                                   EXHIBIT "G"

                                CITY CENTRE PLACE

                                GUARANTY OF LEASE
Not Applicable

                                       G-1
<PAGE>

                                   EXHIBIT "H"

                                CITY CENTRE PLACE

                              ESTOPPEL CERTIFICATE

      With reference to that certain lease (the "Lease"), dated_______________,
20____, between INTOWN OFFICE, LLC, a Nevada limited liability company
("Landlord") and_____________________________ Community Bank of Nevada,
a___________________("Tenant"), you are hereby notified of the following. All
capitalized terms not otherwise defined herein shall have the same meaning as
set forth in the Lease.

      The undersigned Tenant certifies as follows to Landlord, its actual and
prospective assignees and lenders, and all actual and prospective purchasers of
the Building (each of whom is irrevocably entitled to rely on this Estoppel
Certificate):

1.    A true, correct, and complete copy of the Lease (including all riders,
attachments, amendments, and/or exhibits thereto) is attached to this instrument
as Attachment 1 and represents the entire agreement between the Landlord and
Tenant relating to the Premises. There are no oral or other written agreements
between Landlord and Tenant relating to the Premises or the transaction
contemplated by the Lease.

2.    Tenant has accepted possession of the Demised Premises under the Lease,
and the term of the Lease commenced on________, 20__ and will expire on_______,
__.

3.    By the terms of the Lease, Tenant is presently obligated to pay, without
present right of defense or offset, monthly base rent of $__________________.
Additionally, Tenant is to reimburse Landlord for ______________________. Tenant
has no claim against Landlord for any rent paid more than thirty (30) days in
advance or any deposits or other sums other than_________.

4.    Any improvements contemplated by the Lease have been completed in their
entirety in accordance with the terms of the Lease, except for _____.

5.    The address for notice to Tenant under the Lease is correct as of the date
hereof.

6.    Tenant has no right of first refusal, option, or other right to purchase
the Premises or any part thereof, including, without limitation, the Premises.

7.    The execution of the Lease was duly authorized by Tenant, is in full force
and effect, and is valid, binding, and enforceable against Tenant in accordance
with its terms. There exists no default, nor state of facts which with notice,
the passage of time, or both, could mature into a default on the part of either
Tenant or Landlord.

8.    There has not been filed by or against nor, to Tenant's best knowledge
and belief, is there threatened against or contemplated by Tenant, a petition in
bankruptcy, voluntary or otherwise, any assignment for the benefit of creditors,
any petition seeking reorganization or arrangement under the bankruptcy laws of
the United States or any state thereof, or any other action brought under said
bankruptcy laws.

9.    Tenant has obtained all necessary governmental licenses and permits
required to lawfully conduct its business at the Premises, including, but not
limited to, business, department of health, and safety licenses or permits.

10.   Tenant has not assigned or otherwise transferred its interest in the Lease
to any party or sublet any portion of the Premises.

11.   Pursuant to the Lease, Tenant has deposited with Landlord a security
deposit in the amount of Dollars ($____________).

                                      H-1
<PAGE>

12.   By the terms of the Lease, Tenant has the option to renew the Lease for an
additional lease term beginning on the day next following the expiration date of
the Lease Term and continuing for five years thereafter. Further, Tenant has the
option to renew the Lease for a second additional lease term beginning on the
day next following the expiration date of the first extension term and
continuing for five years thereafter.

13.   By the terms of the Lease, Tenant has under certain conditions a
restricted right of opportunity to expand the Rentable Area of the Premises to
thousand (       ) square feet of rentable area adjacent to the Premises located
on the first floor of the Building.

      Except as may be amended herein, all terms and conditions of the Lease
shall continue in full force and effect and are hereby republished, ratified,
and reaffirmed in their entirety. This Certificate shall be binding upon and may
be relied upon by the parties hereto and their respective legal representatives,
successors, and assigns.

      IN WITNESS WHEREOF, the parties have executed this Certificate as of the
day and year first above written.

LANDLORD:                                          TENANT:

INTOWN OFFICE, LLC,                                Community Bank of Nevada
a Nevada limited liability company

By:    Clark NV Realty, LLC, a Delaware
       limited liability company, Member           By:_________________________
       By:      Orange County Equities, Limited,   Print Name:_________________
                Member                             Print Title:________________

                By:______________________________  ATTEST:
                    B. Bradford Barrett, President

By:     Pauls Equities, LLC, a Colorado            Title:______________________
        limited liability company, Member

        By:_______________________________________
           Paul Powers, President


STATE OF____________________)
                            )     ss.
COUNTY OF___________________)

      This instrument was acknowledged before me on_____________, 20___by B.
BRADFORD BARRETT, President of Orange County Equities, Limited, Member of Clark
NV Realty, LLC, a Delaware limited liability company, Member of INTOWN OFFICE,
LLC, a Nevada limited liability company.

                                           ___________________________________
                                           (Signature of Notarial Officer)
(Seal, if any)                             (My Commission Expires_____________)

STATE OF____________________)

                                       H-2
<PAGE>

                            )     ss.
COUNTY OF___________________)

      This instrument was acknowledged before me on ___________, 20___ by Paul
Powers, President of Pauls Equities, LLC, a Colorado limited liability company,
Member of INTOWN OFFICE, LLC, a Nevada limited liability company.

                                  ___________________________________________
                                  (Signature of Notarial Officer)
(Seal, if any)                    (My Commission Expires_____________________)

STATE OF____________________)
                            )     ss.
COUNTY OF___________________)

      This instrument was acknowledged before me on __________, 20___
by __________________________ as _________________ of __________________.

                                  _______________________________________
                                  (Signature of Notarial Officer)
   (Seal, if any)                 (My Commission Expires ________________)

                                      H-3
<PAGE>

                                  ATTACHMENT 1
                                 TO EXHIBIT "H"

                               CITY CENTRE PLACE

                                LEASE AGREEMENT

                                       H-4
<PAGE>

                                   EXHIBIT"I"

                                CITY CENTRE PLACE

            SUBORDINATION, NON-DISTURBANCE, AND ATTORNMENT AGREEMENT

      THIS SUBORDINATION, NON-DISTURBANCE, AND ATTORNMENT AGREEMENT (this
"Agreement") is made this________ day of _________________, 20______, by and
among _______________________(collectively with its assignee(s), "Lender"),
INTOWN OFFICE, LLC, a Nevada limited liability company ("Landlord"), and
COMMUNITY BANK OF NEVADA ("Tenant") with respect to (i) that certain Lease
Agreement dated__________________________(the "Lease," and the premises subject
thereto, the "Premises") made by and between Landlord and Tenant; and (ii) the
loan or proposed loan (the "Loan") made or to be made by Lender and secured or
to be secured by a deed of trust and/or other security instrument(s) (the "Deed
of Trust") upon the real property which the Premises is situated on (the "Real
Property").

      NOW, THEREFORE, the parties agree as follows:

1.    Subordination. The Lease, all renewals or modifications thereto, and all
of Tenant's rights thereunder, shall be subordinate to the rights of the Lender
under the Deed of Trust.

2.    Attornment. Tenant shall attorn to and recognize any purchaser at a
foreclosure sale under the Deed of Trust, any transferee who acquired the Real
Property by deed in lieu of foreclosure, and the successors and assigns of such
purchaser, as its landlord for the unexpired balance (and any extensions, if
exercised) of the Lease, on the same terms and conditions as are set forth in
the Lease.

3.    Non-Disturbance. If it becomes necessary to foreclose the Deed of Trust,
or if a purchaser or other transferee acquires the Real Property in accordance
with Paragraph 2, the Lease shall remain in full force and effect and neither
Lender nor such other transferee shall terminate the Lease, nor interfere with,
abridge, or limit Tenant's use, possession, or enjoyment of the Premises or any
of Tenant's rights and privileges under the Lease, nor join Tenant in summary or
foreclosure proceedings. The preceding sentence shall apply only so long as
Tenant is not in default under any of the terms, covenants, or conditions of the
Lease beyond any applicable grace or cure period.

4.    Effects of Succession of Lender to Landlord's Interest in the Real
Property. If Lender succeeds to the interest of Landlord under the Lease, Lender
shall not be: (i) liable for any act or omission of any prior landlord
(including Landlord); (ii) liable for the return of any security deposit unless
such deposit has been delivered to Lender by Landlord or is in an escrow fund
available to Lender; (iii) subject to any offsets or defenses that Tenant might
have against any prior landlord (including Landlord); (iv) bound by any rent or
additional rent that Tenant might have paid for more than the current month to
any prior landlord (including Landlord); (v) bound by any amendment,
modification, or termination of the Lease made without Lender's consent; or (vi)
bound by any termination of the Lease given by Landlord to Tenant without
Lender's prior written consent, except for any option originally granted to
Tenant in the Lease to terminate all or any portion of the Lease.

5.    Payments by Tenant Upon Landlord Default. Landlord has agreed under the
Deed of Trust and other documents pertaining to the Loan that rentals payable
under the Lease shall be paid directly by Tenant to Lender upon default by
Landlord under the Deed of Trust. After receipt of notice from Lender to Tenant
that rentals under the Lease shall be paid to Lender, Tenant shall pay to
Lender, or at the direction of Lender, all monies due or to become due to
Landlord under the Lease. Tenant shall have no responsibility to ascertain
whether such demand by Lender is permitted under the Deed of Trust, or to
inquire into the existence of a default. Landlord hereby waives any right,
claim, or demand it may now have or hereafter have against Tenant by reason of
such payment to Lender, and any such payment shall discharge the obligation of
Tenant to make such payment to Landlord, and Tenant shall make such payment
notwithstanding any claim from Landlord that no default by Landlord exists.
Lender shall defend, indemnify, and save Tenant harmless from any claims,
losses, expenses, or liabilities (including reasonable attorney fees and other
costs of defense) asserted by Landlord arising out of Tenant's complying with
Lender's instructions under this Paragraph.

                                      I-1
<PAGE>

STATE OF____________________)
                            )     ss.
COUNTY OF___________________)

      This instrument was acknowledged before me on _____________, 20________ by
B. BRADFORD BARRETT, President of Orange County Equities, Limited, Member of
Clark NV Realty, LLC, a Delaware limited liability company, Member of INTOWN
OFFICE, LLC, a Nevada limited liability company.

                                  __________________________________________
                                  (Signature of Notarial Officer)
(Seal, if any)                    (My Commission Expires____________________)

STATE OF____________________)
                            )     ss.
COUNTY OF___________________)

      This instrument was acknowledged before me on _________, 20____ by Paul
Powers, President of Pauls Equities, LLC, a Colorado limited liability company,
Member of INTOWN OFFICE, LLC, a Nevada limited liability company.

                                  __________________________________________
                                  (Signature of Notarial Officer)
(Seal, if any)                    (My Commission Expires____________________)

STATE OF NEVADA  )
                 )     ss.
COUNTY OF CLARK  )

      This instrument was acknowledged before me on 4-3-02 by Edward M. Jamison
as President of Community Bank of Nevada.

                                   /s/ Sharon M. Karr
                                  ------------------------------------------
                                  (Signature of Notarial Officer)
(Seal, if any)                    (My Commission Expires Aug. 12, 2005)

                   NOTARY PUBLIC
                  STATE OF NEVADA
     [SEAL]       County of Clark
                  SHARON M. KARR
                Appt. No. 97-3291-1
     My Appt. Expires Aug. 12, 2005

                                      I-3
<PAGE>

                                   EXHIBIT "J"

                                CITY CENTRE PLACE

                                OPTION AGREEMENT

      THIS OPTION AGREEMENT TO LEASE is attached to the Lease between INTOWN
OFFICE, LLC, a Nevada limited liability company (the "Landlord") and COMMUNITY
BANK OF NEVADA (the "Tenant").

      Tenant shall have the following option (the "Option") to renew this Lease:

1.    Subject to Section 2 below, Tenant may, by notifying Landlord of its
election in writing ("Extension Notice") at least twelve (12) months prior to
the end of the Lease Term, renew this Lease for one (1) additional lease term
(the "Second Lease Term") beginning on the day next following the expiration
date of the Lease Term and continuing for five years. Further, subject to
Section 2 below, Tenant may, by notifying Landlord of its election in writing
("Extension Notice") at least twelve (12) months prior to the end of the Second
Lease Term, renew this Lease for another additional lease term (the "Third Lease
Term") beginning on the day next following the expiration date of the Second
Lease Term and continuing for five years. Such renewals shall be on all of the
terms and conditions of this Lease which are not inconsistent herewith, except
that the rentals payable during the Second Lease Term and the Third Lease Term
shall be at the existing fair market rental (the "Fair Market Rate") of
comparable space (with the first floor space compared to similarly situated
first floor highly visible retail space and the second floor space compared to
similarly situated office space) as of the date of renewal, but not less than
the Base Rent, including adjustments to Base Rent, payable with respect to the
final year of the Lease Term.

2.    The Fair Market Rate for the Premises shall be the then going rate for
comparable space in the Building as determined by Landlord in good faith but in
its sole discretion. Landlord shall notify Tenant of Landlord's good faith
determination of the prevailing Fair Market Rate no later than ten (10) months
prior to the end of the Lease Term or Second Lease Term as applicable. No later
than one (1) month after Landlord notifies Tenant of the prevailing Fair Market
Rate, Tenant shall notify Landlord whether Tenant accepts Landlord's
determination. If Tenant fails to so notify Landlord, Tenant will be deemed
conclusively to have accepted Landlord's determination. If Tenant does not
accept Landlord's determination (and if Tenant is not deemed to have accepted
Landlord's determination), then Tenant's election to exercise the Option shall
be deemed to be rescinded, Tenant shall have no further rights under the Option,
and the Lease shall expire on the original date that the Lease Term was to
expire.

                                       J-1
<PAGE>

                               FIRST AMENDMENT TO
                        CITY CENTRE PLACE LEASE AGREEMENT

      THIS FIRST AMENDMENT TO CITY CENTRE PLACE LEASE AGREEMENT (this
"Amendment") is entered into as of this 3rd day of October, 2002 ("EFFECTIVE
DATE"), by and between INTOWN OFFICE, LLC, a Nevada limited liability company
("Landlord") and COMMUNITY BANK OF NEVADA, ("Tenant").

                                   WITNESSETH

      WHEREAS, COMMUNITY BANK OF NEVADA and the Landlord entered into a Lease
Agreement, dated effective April 5, 2002 in the office building owned by
Landlord known as City Centre Place and located at 400 S. Fourth Street, Las
Vegas, Nevada ("Building") which Premises and Building are more particularly
described in the Lease;

      WHEREAS, Tenant desires to lease ONE (1) additional parking space, and
Landlord and Tenant have agreed to amend the lease to reflect the addition of
the parking spaces, and otherwise amend the Lease in accordance with the terms
and conditions of this Amendment.

      NOW, THEREFORE, in consideration of the mutual covenants contained herein,
Tenant and Landlord agree as follows:

      1.    TERMS. All capitalized terms used in this Amendment shall have the
same definitions as set forth in the Lease, unless otherwise defined herein or
the context hereof provides to the contrary.

      2.    PARKING AGREEMENT. The Parking Agreement attached to the Lease as
Exhibit C is hereby amended to provide that Tenant shall be entitled to use: 11
Unreserved Parking spaces; 6 spaces in the grade level Designated Guest Parking
spaces: and 8 Designated Executive Parking space. All such spaces shall be
subject to the remaining terms and conditions of the Parking Agreement,
including the obligation to pay the stated monthly rent for each of the spaces.

      3.    RATIFICATION OF LEASE. Except as expressly amended by this
Amendment, the Lease and the Parking Agreement is hereby ratified in its
entirety and shall remain in full force and effect. All references to "Lease" in
the Lease shall be deemed to refer to the Lease as amended by this Amendment,
and as the same may be further amended in writing from time to time. In the
event of a conflict between the terms and conditions of the Lease or the Parking
Agreement and the terms and conditions of this Amendment, this Amendment shall
prevail and be controlling.

      IN WITNESS WHEREOF, the parties hereto have executed this Amendment to
Lease Agreement effective as of the date first set forth above.

                                        1

<PAGE>

LANDLORD:                                       TENANT:

INTOWN OFFICE, LLC,                             COMMUNITY BANK OF NEVADA
a Nevada limited liability company

By: Clark NV Realty, LLC, a Delaware
    limited liability company, Member           By: /s/ Edward M. Jamison
    By: Orange County Equities, Limited,            ----------------------------
        Member
                                                Print Name:_____________________

                                                Print Title:____________________

        By: /s/ B. Bradford Barrett
            ------------------------------
            B. Bradford Barrett, President

By: Pauls Equities, LLC, a Colorado
    limited liability company, Member

    By: /s/ Paul Powers
        --------------------------------------
        Paul Powers, President

                                       2
<PAGE>

                              SECOND AMENDMENT TO
                       CITY CENTRE PLACE LEASE AGREEMENT


      THIS SECOND AMENDMENT TO CITY CENTRE PLACE LEASE AGREEMENT (this
"Amendment") is entered into as of this 1st day of February, 2004 ("EFFECTIVE
DATE"), by and between INTOWN OFFICE, LLC, a Nevada limited liability company
("Landlord") and COMMUNITY BANK OF NEVADA, ("Tenant").

                                   WITNESSETH

      WHEREAS, COMMUNITY BANK OF NEVADA and the Landlord entered into a Lease
Agreement, dated effective April 5, 2002 and First Amendment, dated effective
October 3, 2002, in the office building owned by Landlord known as City Centre
Place and located at 400 S. Fourth Street, Las Vegas, Nevada ("Building") which
Premises and Building are more particularly described in the Lease;

      WHEREAS, Tenant desires to lease five (5) additional parking spaces and
change all of the Unreserved Parking Spaces to Executive Reserved Parking Space.
Landlord and Tenant have agreed to amend the lease to reflect the addition of
the parking spaces, and otherwise amend the Lease in accordance with the terms
and conditions of this Amendment.

      NOW, THEREFORE, in consideration of the mutual covenants contained herein,
Tenant and Landlord agree as follows:

      1.    TERMS. All capitalized terms used in this Amendment shall have the
same definitions as set forth in the Lease, unless otherwise defined herein or
the context hereof provides to the contrary.

      2.    PARKING AGREEMENT. The Parking Agreement attached to the Lease as
Exhibit C is hereby amended to provide that Tenant shall be entitled to use: 0
Unreserved Parking spaces; 6 spaces in the grade level Designated Guest Parking
spaces: and 22 Designated Executive Parking space. Designated Guest Parking
Spaces are identified as numbers 9, 10, 11, 12, 13, and 14. Designated Executive
Parking Space are identified as numbers L31, L32, L33, L34, L35, L36, L37, L38,
L39, L40, L41, L42, L43, L44, L45, L48, L49, L50, L51, L52, L53, L54, L55, and
L56. All such spaces shall be subject to the remaining terms and conditions of
the Parking Agreement, including the obligation to pay Seventy Five Dollars and
No/100 ($75.50) per space per month for fourteen (14) spaces and One Hundred
Dollars and No/100 ($100.00) per space per month for the other fourteen (14)
spaces.

                                       1
<PAGE>

      3.    RATIFICATION OF LEASE. Except as expressly amended by this
Amendment, the Lease and the Parking Agreement is hereby ratified in its
entirety and shall remain in full force and effect. All references to "Lease" in
the Lease shall be deemed to refer to the Lease as amended by this Amendment,
and as the same may be further amended in writing from time to time. In the
event of a conflict between the terms and conditions of the Lease or the Parking
Agreement and the terms and conditions of this Amendment, this Amendment shall
prevail and be controlling.

      IN WITNESS WHEREOF, the parties hereto have executed this Amendment to
Lease Agreement effective as of the date first set forth above.

LANDLORD:                                       TENANT:

INTOWN OFFICE, LLC,                             COMMUNITY BANK OF NEVADA
a Nevada limited liability company

By: Clark NV Realty, LLC, a Delaware
    limited liability company, Member           By: /s/ Cathy Robinson
    By: Orange County Equities, Limited,            ----------------------------
        Member
                                                Print Name: Cathy Robinson

                                                Print Title: CEO
        By: /s/ B. Bradford Barrett
            ------------------------------
            B. Bradford Barrett, President

By: Pauls Equities, LLC, a Colorado
    limited liability company, Member

    By: /s/ Paul Powers
        ----------------------------------
        Paul Powers, President

                                       2
<PAGE>

                               THIRD AMENDMENT TO
                       CITY CENTRE PLACE LEASE AGREEMENT


      THIS THIRD AMENDMENT TO CITY CENTRE PLACE LEASE AGREEMENT (this
"Amendment") is entered into as of this 1st day of April, 2004 ("EFFECTIVE
DATE"), by and between INTOWN OFFICE, LLC, a Nevada limited liability company
("Landlord") and COMMUNITY BANK OF NEVADA, ("Tenant").

                                   WITNESSETH

      WHEREAS, COMMUNITY BANK OF NEVADA and the Landlord entered into a Lease
Agreement, dated effective April 5, 2002, First Amendment, dated effective
October 3, 2002, and Second Amendment, dated effective February 1, 2004 in the
office building owned by Landlord known as City Centre Place and located at 400
S. Fourth Street, Las Vegas, Nevada ("Building") which Premises and Building are
more particularly described in the Lease;

      WHEREAS, Tenant desires to lease three (3) Unreserved Parking Spaces.
Landlord and Tenant have agreed to amend the lease to reflect the addition of
the parking spaces, and otherwise amend the Lease in accordance with the terms
and conditions of this Amendment.

      NOW, THEREFORE, in consideration of the mutual covenants contained herein,
Tenant and Landlord agree as follows:

      1.    TERMS. All capitalized terms used in this Amendment shall have the
same definitions as set forth in the Lease, unless otherwise defined herein or
the context hereof provides to the contrary.

      2.    PARKING AGREEMENT. The Parking Agreement attached to the Lease as
Exhibit C is hereby amended to provide that Tenant shall be entitled to use: 3
Unreserved Parking spaces; 6 spaces in the grade level Designated Guest Parking
spaces: and 24 Designated Executive Parking space. Designated Guest Parking
Spaces are identified as numbers 9, 10, 11, 12, 13, and 14. Designated Executive
Parking Space are identified as numbers L31, L32, L33, L34, L35, L36, L37, L38,
L39, L40, L41, L42, L43, L44, L45, L48, L49, L50, L51, L52, L53, L54, L55, and
L56. All such spaces shall be subject to the remaining terms and conditions of
the Parking Agreement, including the obligation to pay Seventy Five Dollars and
No/100 ($75.00) per space per month for nineteen (19) spaces and One Hundred
Dollars and No/100 ($100.00) per space per month for the other fourteen (14)
spaces.

                                       1
<PAGE>

      3.    RATIFICATION OF LEASE. Except as expressly amended by this
Amendment, the Lease and the Parking Agreement is hereby ratified in its
entirety and shall remain in full force and effect. All references to "Lease" in
the Lease shall be deemed to refer to the Lease as amended by this Amendment,
and as the same may be further amended in writing from time to time. In the
event of a conflict between the terms and conditions of the Lease or the Parking
Agreement and the terms and conditions of this Amendment, this Amendment shall
prevail and be controlling.

      IN WITNESS WHEREOF, the parties hereto have executed this Amendment to
Lease Agreement effective as of the date first set forth above.


LANDLORD:                                       TENANT:

INTOWN OFFICE, LLC,                             COMMUNITY BANK OF NEVADA
a Nevada limited liability company

By: Clark NV Realty, LLC, a Delaware
    limited liability company, Member           By: /s/ Cathy Robinson
    By: Orange County Equities, Limited,            ----------------------------
        Member
                                                Print Name: Cathy Robinson

                                                Print Title: CEO
        By: /s/ B. Bradford Barrett
            ------------------------------
            B. Bradford Barrett, President

By: Pauls Equities, LLC, a Colorado
    limited liability company, Member

    By: /s/ Paul Powers
        ----------------------------------
        Paul Powers, President

                                       2