EXHIBIT 10.5


                               AGREEMENT OF LEASE

                                SCHEDULE OF TERMS

LANDLORD                  WESTLAKE DEVELOPMENT COMPANY, INC.
                          520 South El Camino Real, Suite 900
                          San Mateo, CA 94402
                          Phone: (650) 579-1010


TENANT:                   FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

TENANT ADDRESS:           975 El Camino Real
                          South San Francsico, CA  94080
                          Phone: (650) 875-4864

PREMISES:                 520 S. El Camino Real, Suite 430, San Mateo, CA 94402

SQUARE FOOTAGE:           Approximately 2,242 rentable square feet
                          Percentage of rentable square feet:  2.68%

USE:                      General Office

LEASE TERM:               Three (3) Years
                          Term commences:    June 16, 2000
                          Term Expires:      June 15, 2003

BASE RENT:                Refer to Rent Schedule set forth below

SECURITY DEPOSIT: $8,071.20

DATE:                     April 13, 2000


The provisions set forth above in the Schedule of Terms are part of the Lease
Agreement between Landlord and Tenant, and subject to the covenants, terms and
conditions of lease which are hereinafter set forth. Each reference hereafter to
any of tilt provisions contained in the Schedule of Terms shall be construed to
incorporate all of the terms provided under each such provision to the extent
the context shall so require. In the event more than one person is identified as
"Tenant" in the Schedule of Terms, references to "Tenant" hereinafter shall
refer, jointly and severally to each of them.

<PAGE>

RENT SCHEDULE:            Months 06/16/00 - 05/31/01:        $7,622.80 Monthly
                          Months 06/01/01 - 05/31/02:        $7,847.00 Monthly
                          Months 06/01/02 - 06/15/03:        $8,071.20 Monthly

                                       2

INITIAL:  Landlord /si/ SS    Tenant /si/ PBH
                  --------          ---------
<PAGE>

ARTICLE      SECTION           DESCRIPTION                              PAGE NO.

                               SCHEDULE OF TERMS                               i

  I                            GRANT PREMISES AND TERM                         1
              1.01             Description                                     1
              1.02             Term                                            1
              1.03             Delivery of Possession                          1
              1.03.5           Nondelivery of Possession                       1
              1.04             Condition and Care of Premises                  1

  II                           RENT                                            1
              2.01             Monthly Rent                                    1
              2.02             Rental Adjustment                               1
              2.03             Late Charge                                     2
              2.04             Operating Costs                                 2
              2.05             Security Deposit                                3
              2.06             Interest on Delayed Payments                    3
   II                          SERVICES AND UTILITIES                          3
              3.01             Services and Utilities                          3

  IV                           ALTERATIONS AND IMPROVEMENTS                    4
              4.01             Alterations                                     4
              4.02             Mechanics' Liens                                4
              4.03             Signs                                           4
              4.04             Identity                                        4

  V                            CONDUCT OF BUSINESS                             5
              5.01             Use of Premises                                 5
              5.02             Common Areas                                    5
              5.03             Insurance Prohibition                           5
              5.04             Waste or Nuisance                               5
              5.05             Personal Property Taxes                         5

  VI                           INDEMNITY AND INSURANCE                         5
              6.01             Indemnity                                       5
              6.02             Liability Insurance                             5
              6.03             Personal Property Insurance                     5
              6.04             Other Insurance Matters                         6
              6.05             Waiver of Subrogation                           6

  VII                          DAMAGE AND DESTRUCTION                          6
              7.01             Destruction of Premises                         6
              7.02             Abatement of Rent                               6
              7.03             Other Damage and Destruction Matters            6
              7.04             Waiver                                          7

                                       3

INITIAL:  Landlord /si/ SS    Tenant /si/ PBH
                  --------          ---------
<PAGE>

  VIII                         ASSIGNMENT, SUBLETTING AND SUCCESSORS           7
              8.01             Assignment & Subletting                       7-8
              8.02             Estoppel Certificate                            9
              8.03             Subordination                                   9
              8.04             Transfers by Landlord                           9
              8.05             Attorney-in-Fact                                9
              8.06             Successors                                      9

  IX                           DEFAULT AND REMEDIES                            9
              9.01             Events and Default By Tenant                    9
              9.02             Remedies of Default                          9-10
              9.03             Waiver                                         10
              9.04             Attorney's Fees                                10
              9.05             Holding Over                                   11
              9.06             Expenditures by Landlord                       11

  X                            CONDEMNATION                                   11
              10.01            Taking of Premises                             11
              10.02            Waiver                                         11
              10.03            Sale In Lieu of Condemnation                   11

  XI                           SURRENDER                                      11
              11.01            Surrender at End of Term                       11
              11.02            Voluntary Surrender                            11

  XII                          MISCELLANEOUS                                  12
              12.01            Access by Landlord                             12
              12.02            Rules and Regulations                          12
              12.03            Time                                           12
              12.04            Entire Agreement                               12
              12.05            Notices                                        12
              12.06            Captions                                       12
              12.07            Brokers Commissions                            12
              12.08            Applicable Law                                 12
              12.09            Force Majeure                                  12
              12.10            Partial Invalidity                             12
              12.11            Tense, Number & Gender                         12
              12.12            Tenant Improvements                            13
              12.13            Parking                                        13
              12.14            Square Footage                                 13
              12.15            Attachments                                    12
                               Rider A                                     14-15

                                       4

INITIAL:  Landlord /si/ SS    Tenant /si/ PBH
                  --------          ---------
<PAGE>

                                  OFFICE LEASE

     THIS LEASE is made of the date specified in the Schedule of Terms between
     WESTLAKE DEVELOPMENT COMPANY, INC., a California Corporation. ("Landlord'),
     and the tenant specified in the Schedule of Terms, ("Tenant"), upon the
     following terms and conditions:

                    COVENANTS, TERMS AND CONDITIONS OF LEASE

                                    ARTICLE 1

                           GRANT OF PREMISES AND TERM

SECTION 1.01   DESCRIPTION: Landlord leases to Tenant, and Tenant hires from
Landlord, subject to the terms. covenants, and conditions herein set forth. that
certain office space described in the Schedule of Terms above ("Premises"). The
parties agree that the Premises contain the approximate number of square feet
set forth in the Schedule of Terms, and are commonly known by the Office or
Suite Number entered in the Schedule of Terms. The entire area of which the
Premises are a part is the building known as The Westlake Building, 520 South El
Camino Real, San Mateo, CA 9440~ and is referred to in this Lease as the "
Building."

SECTION 1.02   TERM: The term of this lease shall be for the period sec forth in
the Schedule of Terms (Unless sooner terminated pursuant to ally provision
hereof). The dare on which the term commences, as set forth in the Schedule of
Terms, is referred to herein as the "Commencement Date."

SECTION 1.03   DELIVERY OF POSSESSION: Tenant agrees that in the event of the
inability of Landlord for any reason to deliver possession of the Premises to
Tenant on the scheduled commencement date set forth above, Landlord shall not be
liable for any damage thereby nor shall such inability affect the validity of
this Lease or the obligations of Tenant hereunder, but in such case Tenant shall
not be obligated to pay rent or other monetary sums until possession of the
Premises is rendered to Tenant; provided, that if the delay in delivery of
possession exceeds sixty (60) days, then the expiration date of the term of the
Lease shall be extended by the period of time computed from the scheduled
Commencement Date to the date possession is tendered. In the event Landlord
shall not have delivered possession of the Premises within six (6) months from
the scheduled Commencement Date, then Tenant al its option, to he exercised
within thirty (30) days after the end of said six (6) month period, may
terminate this Lease and upon Landlord's return of any monies previously
deposited by Tenant, the parties shall have no further rights or liabilities
toward each other. Tenant's election to terminate may be exercised only by
written notice pursuant to Section 12.05. The provisions of Subdivision (1) of
Section 1932 of the California Civil Code shall not apply to this Lease, and the
Tenant waives the benefit of such provisions.

SECTION 1.03.5 NONDELIVERY OF POSSESSION: If for any reason Lessor cannot
deliver possession of the premises to Lessee, Lessor shall not be subject to any
liability therefor.

SECTION 1.04   CONDITION AND CARE OF THE PREMISES: Tenant's taking possession of
the Premises shall constitute Tenant's acknowledgment that the Premises are in
good condition, are as represented, and are satisfactory to Tenant in all
material Respects. The Tenant will take good care of the premises, fixtures and
appurtenances, and all alterations. additions, and improvement To either; will
suffer no waste or injury, will execute and comply with all laws, rules, orders,
ordinances and regulations at any time issued or in force (except those
requiring structural alterations), applicable to the premises or to the Tenant's
occupation thereof, of any lawful authority and/or the Board of Fire
Underwriters of the Landlord's insurer; will repair at or before the end of the

                                       5

INITIAL:  Landlord /si/ SS    Tenant /si/ PBH
                  --------          ---------
<PAGE>

term, all injury done by the installation or removal of furniture and property
and at the end of the term will quit and surrender (he premises in good order
and condition, subject to normal wear and tear.

                                   ARTICLE II

                                      RENT

SECTION 2.01   MONTHLY RENT: Tenant agrees to pay Landlord, Westlake Development
Company, Inc., at 520 South El Camino, Real. Suite 900, San Mateo. California or
at such other place as may be designated from time to time in writing by
Landlord, without any prior demand therefor. in advance on the first day of each
calendar month of the term hereof, without reduction or offset. and subject to
adjustment as provided in Section 2.02, the sum set forth in the Schedule of
Terms as monthly rent. Monthly rent shall be paid on the execution of this
Lease. Monthly rent for any portion of a month in which the Commencement Date
occurs shall be paid on the Commencement Date, Monthly rent for any partial
month shall be prorated at the rate of one-thirtieth (1/30) of the monthly rent
per day. Landlord shall have the right to accept all rent and other payments and
to negotiate checks in payment thereof without any waiver of Rights,
irrespective of any conditions to the contrary sought to be imposed by Tenant.
Rent hereunder shall be deemed paid to Landlord when received by Landlord, or
its designee, at Landlord's address. or at such other address as Landlord shall
have designated.

SECTION 2.02   RENTAL ADJUSTMENT: Base Rent shall be increased as of the third
(3rd) anniversary of the commencement of the term of this Lease and every other
three (3) years thereafter during the term hereof by the percentage of increase,
if any, shown by The "Consumer Price Index for the U.S. and Selected Areas for
Urban Wage Earners and Clerical Worker, All items (1967 - 100)," Published by
the United States Department of Labor, Bureau of Labor Statistic, for the San
Francisco, Oakland area (the "Adjusting Index") as compared with the Consumer
Price Index for the calendar month immediately preceding the commencement of the
term Hereof: (The monthly rent for the following three years shall be set by
multiplying the monthly rent for the calendar month Immediately preceding the
effective date of the adjustment by a fraction, the numerator of which is the
Extension Index and the Denominator of which is the Beginning Index) provided,
however, that in no event shall the then current Base Rent be decreased.

If any adjustment date shall occur on other than the first (1st) day of any
calendar month, the current Base Rent as the first (1st) day of Such month shall
be paid on such a day, and Base Rent due on the first (1st) day of the following
calendar month shall be adjusted Accordingly for adjustment applicable to the
portion of the prior calendar month commencing on such adjustment date. If the
Adjusting Index is unavailable on the date on which the first installment of
Base Rent as adjusted shall become due, Tenant shall pay The same Base Rent for
such installment as the Base Rent for the preceding month, and any adjustment
for the change in such installment shall be paid with Base Rent for the
following month. If the Bureau of Labor Statistics ceases to use the 1967
average if 100 as the basis of calculation for the Consumer Price Index, then
the Consumer Price Index shall be adjusted in accordance with the conversion
formula published by the Bureau of Labor Statistics. If at the time required for
the determination of the amount of any adjustment in Base Rent, the Consumer
Price Index is no longer published or issued, a reliable government or other non
partisan publication evaluating the information therefore used in determining
the Consumer Price Index shall be used.

                                       6

INITIAL:  Landlord /si/ SS    Tenant /si/ PBH
                  --------          ---------
<PAGE>

SECTION 2.03   LATE CHARGE: Tenant hereby acknowledges that late payment by
Tenant to Landlord of rent or other sums due hereunder will cause Landlord to
incur costs not contemplated by this Lease, the exact amount of which is
extremely difficult and economically impractical to ascertain. Such costs
include, but are not limited to, administrative expenses, processing and
accounting charges, loss of interest income, and tare charges that may be
imposed upon Landlord by the terms of any deed of trust covering the Premises.
Tenant therefore agrees that if any installment of rent or any other payment due
hereunder from Tenant to Landlord shall not be received by Landlord, or
Landlord's designee, within five (5) business days after said amount is due,
then Tenant shall pay to Landlord a late charge equal to ten (10%) percent of
the amount of the delinquent rent or other payment. The amount of each late
charge to be paid by Landlord by Tenant shall he assessed and added to the next
successive monthly installment of rent due hereunder. The parties agree that
such late charge represents a fair and reasonable estimate of the loss and
expense to be suffered by Landlord by reason of late payment by tenant and that
such late charge may lie assessed and collected by Landlord to ameliorate such
loss and expense. Acceptance of such late charge by Landlord shall not
constitute a waiver of Tenant's default and shall not relieve Tenant of the
obligation to rent and other payments on or before the dare on which they are
due, nor shall the provisions of this paragraph in any way prevent Landlord from
exercising any of its other rights and remedies in the event (hat rent or other
payments are not received buy Landlord on or before the date due. If a late
charge is payable hereunder, whether or not collected, for any four (4)
installments of Base Rent during any twelve (12) month period, then all further
Base rent shall automatically become due and payable quarterly in advance,
rather than monthly, not withstanding any provision of this Lease to the
contrary.

SECTION 2.04   ADDITIONAL RENT: If, in any calendar year during the term of this
Lease, operating costs, as hereinafter defined, shall be increased above those
in effect during the base year, the rent shall be increased by Tenant's
proportionate share of the Operating Costs. Tenant's proportionate share of the
Operating Costs shall be the ratio of the total Operating Costs that the total
Number of square feet in the Premises hears to the total number of leasable
square feet in the Building. The parties agree that the Premises constitute the
percentage of the leasable square feel in the Building that is specified in the
Schedule of Terms.

         (A)   OPERATING COSTS DEFINED: The term "Operating Costs" as used in
this Lease shall mean all costs of any kind paid or incurred by Landlord in
operating, cleaning, equipping, protecting, insuring, lighting, repairing,
replacing, heating, air conditioning, maintaining, and managing the
improvements, building, land, parking facility, and other areas constituting the
Building. The Operating Costs shall include, without limitation, all real
property (axes and general and special assessments levied and assessed against
the Building, utilities, supplies, janitorial services, employees' wages, Social
Security and unemployment insurance contributions, union benefits, rubbish
removal, maintenance and replacement of landscaping, premiums for public
liability and property damage and Fire and extended coverage insurance, and
property management costs. Operating Costs shall also include without limitation
all costs of maintenance, repair and replacement to buildings and improvements
(other than Tenant improvement costs incurred by Landlord directly pursuant to
and in connection with the making of a new lease agreement), and to equipment
used in maintenance and operation; provided however, that those costs which are
properly charged as capital expense shall be amortized over the period of title
for which the cost is capitalized in accordance with Landlord's normal
accounting practices. Should any governmental authority having jurisdiction
impose a lax and/or an assessment upon or against Landlord, the Premises, or the
Building, based on ownership, use, operation, rentals, income, or in any other
manner, as a substitution in whole or part for, or in addition to, existing real
property taxes, the same shall be included in Operating Coals as defined herein;
provided, however, that Operating Costs shall not include ally net income tax
assessed against Landlord.

                                       7

INITIAL:  Landlord /si/ SS    Tenant /si/ PBH
                  --------          ---------
<PAGE>

         (B)   BASE YEAR: Base year shall mean the calendar year in which the
term of this Lease commences (provided, however, that the base year shall in no
event be earlier than the first full calendar year following the date of initial
occupancy by the first occupant of the Building).

         (C)   SUBSEQUENT YEAR: Subsequent year shall mean the calendar year
following the base year, falling wholly or partly within the term of this Lease.

         (D)   TENANT STATEMENT: On or before the 1st day of April of the
calendar year following the base year, and on or before that day in each
subsequent year, Landlord will furnish a comparative statement which shall show
a comparison of all pertinent items and information applicable to the base year
and to die calendar year preceding the year in which the comparative statement
is submitted, and the amount, if any, of the increase in rent to be enforced as
hereinafter set forth. The failure of Landlord to furnish a comparative
statement for any year in accordance with this Section 2.04 shall be without
prejudice to the right of Landlord to furnish comparative statements in
subsequent years. In the event that Landlord shall. for any reason, be unable to
furnish a comparative statement on before April 1st of any year, Landlord may,
on or before such date furnish Tenant with a notice to the effect that Landlord
is entitled to an increase in rent and that the provisions of this paragraph
will be invoked with respect thereto. In such event, Landlord shall furnish
Tenant with a comparative statement on or before the following August 1st, with
the same force and effect as a comparative statement would have had, if
delivered on or before April 1st of such year.

         (E)   PAYMENT OF INCREASE IN RENT: The payment of any increase in rent
pursuant to the provisions of this Article II, Section 2.04. shall be made as
follows: On the first day of the month following the furnishing of a comparative
statement, Tenant shall forthwith pay to Landlord a sum equal to one-twelfth
(1/12) of Tenant's share of such increase multiplied by the number of months
then elapsed commencing with January 1st of the preceding calendar year, and, in
advance, one-twelfth of such share with respect tot he then current month, and
thereafter, until a different comparative statement shall be submitted as above
provided, the monthly installments of rent payable under this lease shall be
increased by an amount equal to one-twelfth (1/12) of Tenant's share of such
increase.

In the event that a comparative statement shall show, or in the event that a
comparative statement. if submitted, would have shown an Increase in rent which
shall be different from the rent herein reserved or from that shown by the last
previous comparative statement. then the rent payable by Tenant shall he
adjusted proportionately consistent with the foregoing provisions.

SECTION 2.05   SECURITY DEPOSIT: On execution of this Lease, Tenant shall
provide Landlord the sum specified in the Schedule of Terms as a security
deposit. That sum shall be held by Landlord as security for the faithful
performance by Tenant of all the terms, covenants and conditions of this Lease
to be kept and performed by Tenant during the term hereof. Landlord may claim
out of the security deposit such amounts as are reasonably necessary to remedy
the default of Tenant in the payment of rent, to repair damages to the Premises
caused by Tenant, to remedy the default of Tenant with respect to any other
provision of this Lease, or to pay any amount which Landlord may spend or become
obligated to spend by reason of Tenant's default. If any portion of the security
deposit is so used or applied. Tenant shall within five (5) days after written
demand therefore, deposit cash with Landlord in an amount sufficient to restore
the security deposit to its original amount, and Tenant's failure to do so shall
be a material breach of this Lease. Any remaining portion of the security
deposit which is not applied in the manner hereinabove described shall be
returned to Tenant. or at Landlord's option to the last assignee of Tenant's
interest hereunder. no later than two weeks after the termination of the lease
term. In the event of the termination of Landlord's interest in (his Lease.
Landlord shall either transfer the portion of the security deposit remaining
after any

                                       8

INITIAL:  Landlord /si/ SS    Tenant /si/ PBH
                  --------          ---------
<PAGE>

lawful deductions are made to Landlord's successor in interest, or return such
portion of the security deposit to Tenant, at the option of Landlord, and in
accordance with Civil Code Section 1950.7.

SECTION 2.06   INTEREST ON DELAYED PAYMENTS: If Tenant shall fail to pay, when
the same is due and payable, any rent, additional rent, amounts or charges
payable hereunder, such unpaid amount shall bear interest from the due date to
the date of Payment at the maximum rate allowable by applicable usury law. or if
there be no such rate at eighteen percent (18%) per annum.

                                   ARTICLE III

                             SERVICES AND UTILIT1ES

SECTION 3.01   SERVICES ANU UTILITIES: Subject to the provision of Article II,
(all sections) Landlord shall maintain the Public and common areas of the
Building including, but not limited to the lobbies, stairs, elevators (which
shall provide full-time Automatic unattended (or al Landlord's option, attended)
service), corridors and rest rooms in the Building, the windows in the building,
the mechanical, plumbing and electrical equipment serving the Building, and the
structure itself, in reasonably good order and condition, except for damage
caused by the negligent, reckless or intentional act or omission of Tenant or
any of its agents. Contractors, employees or invitees, which damage shall be
repaired by Tenant at its sole cost and expense Landlord reserves the right To
make such changes to the public and common areas of the Project as Landlord
shall determine (including, but not limited to, changes of the size, use, shape
and nature thereof).

Provided that Tenant shall not be in default hereunder. and subject to the
provisions contained elsewhere herein and to the rules and regulations of the
Building, and provided that Landlord shall receive the additional rent provided
for in Article II above, Landlord shall furnish to the Premises during ordinary
business hours or generally recognized business days, to be determined by
Landlord, water and electricity suitable for the intended use of the premises,
heat and air conditioning required in Landlord's judgment for the comfortable
use and occupation of the premises, and janitorial services during the times and
in the manner that such services are, in Landlord's judgment, customarily
furnished in comparable office buildings in the immediate market area. Landlord
shall be under no obligation to provide additional or after hours hear, air
conditioning or any of the other utilities or services referred to above, but it
Landlord elects in provide any of same at Tenant's request, Tenant shall pay to
Landlord a reasonable charge therefore as determined by Landlord. Tenant agrees
to keep and cause to be kept closed all window coverings when necessary because
of the sun's position, and Tenant also agrees at all times to cooperate fully
with Landlord and to abide by all the regulations and requirements which
Landlord may prescribe for the proper functioning and protection of (he healing,
ventilating and air conditioning system.

When Tenant makes any use of the Premises, including without limitation thereto.
additional employees, guests or other users, installation or movement of
furniture, partitions, freestanding shelving and files or other alterations,
additions or improvements of the Premises (Whether or not Landlord has consented
pursuant to Section 4.01 of this Lease), and installation or movement of hear
generating machines or equipment, which use affects the temperature otherwise
maintained by the HEATING, VENTILATION AND AIR CONDITIONING system, Landlord
reserves the right to modify the system, move the thermostats, rebalance the air
flows and/or Install supplementary air conditioning or heating units in the
Premises and the reasonable cost thereof, including the cost of installation.
operation and maintenance thereof, shall be paid by Tenant to Landlord upon
demand by Landlord. Landlord, in Landlord's sole discretion, shall determine

                                       9

INITIAL:  Landlord /si/ SS    Tenant /si/ PBH
                  --------          ---------
<PAGE>

whether Tenant's use of the Premises has affected the temperature otherwise
maintained by the HEATING, VENTILATION, AND AIR CONDITIONING system.

Landlord shall not be in default hereunder or be liable for any damages directly
or indirectly resulting from, nor shall the rent he Abated by reason of (I) the
installation, use or interruption of use of any equipment in connection with the
furnishing of any of the foregoing services, (ii)failure to furnish or delay in
furnishing any such services where such failure or delay is caused by accident
or any condition or event beyond the reasonable control of Landlord, or by the
making of necessary repairs or improvements to the Premises, Building, or
Project, or (iii)the limitation curtailment or rationing of, or restrictions on,
use of water, electricity, gas or any other form of energy serving the Premises,
Building or Project. Landlord shall not be liable under any circumstances for a
loss of or injury to property or business, however occurring, through or in
connection with or incidental to failure to furnish any such services.

In the event of imposition of federal, state, or local government controls,
rules, regulations, or restrictions on the use or consumption of Energy or other
utilities during the Term, both Landlord and Tenant shall be bound thereby.

                                   ARTICLE IV

                          ALTERATIONS AND IMPROVEMENTS

SECTION 4.01   ALTERATIONS: Without the prior written consent of Landlord,
Tenant shall not make or permit to be made any alterations, additions, or
improvements in, on or to the Premises or any part thereof. Upon the expiration
or sooner termination of the term hereof, any alterations, additions or
improvements by Tenant in, on or to the Premises, except for Tenant's movable
furniture, equipment and other personal property, shall become Landlord's
property and shall remain on the Premises without compensation to Tenant. In the
event Landlord consents to the making of any alterations, additions or
improvements by Tenant, same shall be made by Tenant, at Tenant's sole cost and
expense, in accordance with plans and specifications approved in advance by
Landlord, and any contractor or person selected by Tenant to make same must be
approved in advance by Landlord. Upon completion of any alterations, additions
or improvements, Tenant shall furnish to Landlord a set of "as built" plans and
specifications therefor. Tenant shall cause all such alterations, additions or
improvements to be completed in a good workmanlike, diligent, prompt and
expeditious manner. Notwithstanding the second sentence of this Paragraph 4.01,
upon the expiration or sooner termination of the term hereof, Tenant shall, upon
demand by Landlord and at Tenant's sole cost and expense, forthwith and with all
due diligence remove any alterations. Additions or improvements made by or for
the account of Tenant, all movable furniture, equipment and other personal
property of Tenant, designated by Landlord to be so removed, and tenant shall
immediately, at its sole cost and expense, repair any damage caused by such
removal.

SECTION 4.02   MECHANICS' LIENS: Tenant shall keep the Premises free from any
and all liens arising out of any work performed, materials furnished, or
obligations incurred by Tenant. Tenant shall indemnify, defend and hold Landlord
harmless against any claim, demand, liability or expense on account of claims
for work done or materials supplied for Tenant or persons claiming under it.

In the event Tenant shall not, within ten (10) days following the imposition of
any such lien, cause the same to be released of record by payment or posting or
a proper bond, Landlord shall have, in addition to all other remedies provided
herein and at law or in equity, the right, but no obligation, to cause same to
he released by such means as it shall deem proper including, but not limited to,
payment of the claim giving rise to such lien. All such sums paid by Landlord
and all expense incurred by it in connection therewith shall be considered

                                       10

INITIAL:  Landlord /si/ SS    Tenant /si/ PBH
                  --------          ---------
<PAGE>

additional rent and shall be payable to it by Tenant on demand with interest at
the maximum rate permitted by law. Landlord may require, at Landlord's sole
option, that Tenant provide to Landlord, at Tenant's sole cost and expense, a
lien and Completion bond in an amount equal to one and one-half (1-1/2) times
any and all estimated costs of any improvements, additions or alterations to the
premises to insure Landlord and the Building from and against any liability for
mechanic's or materialmen's liens and to insure completion of the work. Landlord
shall have the right at all times to post and keep posted on the Premises any
notices permitted or required by law, or which Landlord shall deem proper, for
the protection of Landlord, the Building and any other party having an interest
therein from mechanic's and materialmen's liens, and Tenant shall give to
Landlord at least five (5) business days' prior notice of commencement of any
work on the Premises.

SECTION 4.03   SIGNS: Tenant shall not, permit or suffer any signs,
advertisements or notices to be displayed, inscribed upon or affixed on any part
of the outside or inside of the building of which they are a part, except on the
directory board to be provided by Landlord and by the entrance doors of the
premises, and then only of such size, color and style as Landlord may approve.
Landlord may, without liability. remove any such sign, advertisement or notice
or other attachment affixed in violation of this paragraph, and Tenant agrees to
pay the cost of removal.

SECTION 4.04   IDENTITY: Landlord at its cost shall place, construct and
maintain (1) a directory(ies) to be located in the lobby of the Building and in
such other locations. if any, as Landlord, in its sole discretion, may
determine, which directory(ies) shall be for the display of the business of
tenants in the Building and their respective suite numbers, and (2) if the
Premises are located an a multi-tenant poor. a sign is to be located in the
common area hallway at the main entrance to the Premises in such specific
location as Landlord shall determine, which sign shall be for the display of
Tenant's business name and suite number; provided, however, that Tenant shall
notify Landlord of its business name and shall. upon demand by Landlord, pay the
cost of directory sign strips bearing Tenant's business name. Landlord shall
have the sole right to determine and change from time to time the type of such
directory(ies) and such sign and all common Project signage, and the contents
thereof including, but not limited to, size of letters, style, color and
placement.

                                    ARTICLE V

                               CONDUCT OF BUSINESS

SECTION 5.01   USE OF PREMISES: Tenant shall use the Premises solely for the
business or professional office purposes Identified as the Premises use in the
Schedule of Terms. Tenant shall not use or permit the Premises to be used for
any other purpose Whatsoever without the prior written consent of Landlord.

SECTION 5.02   COMMON AREAS: Landlord grants to Tenant, its customers, patrons,
suppliers and invitees, a nonexclusive license to use those portions of the
common areas of the Building which are open to the public at all times during
the term, jointly and in common areas of the Building which are open to the
public al all times during the term, jointly and in common with all others
entitled to the use thereof. The right to use the common areas as herein
provided is subject to the rules and regulations of Landlord regarding such use.

SECTION 5.03   INSURANCE PROHIBITION: No use shall be made or permitted to be
made of the Premises or acts done Thereon which will increase the existing rate
of insurance on the Building or cause the cancellation of any insurance policy

                                       11

INITIAL:  Landlord /si/ SS    Tenant /si/ PBH
                  --------          ---------
<PAGE>

covering the Building or any part thereof. If any act on the pan of Tenant or
use of the Premises made or permitted by Tenant shall cause, directly or
indirectly, any cost increase for Landlord's insurance, such additional expense
shall be paid by Tenant to Landlord upon demand as additional rent. Tenant shall
not permit to be kept or used in or about the Premises any article which may be
prohibited by the standard form of fire and extended coverage insurance policy.

SECTION 5.04   WASTE OR NUISANCE: Tenant shall not commit or suffer to be
committed any waste upon the Premises, or any public or private nuisance, or any
other act or thing which may disturb the quiet enjoyment of any other tenant in
the Building.

SECTION 5.05   PERSONAL PROPERTY TAXES: Tenant shall pay, before delinquency,
any and all taxes and assessments, licenses, fees, and public charges levied,
assessed. imposed or payable during the term of this Lease upon all Tenant's
fixtures, furniture, equipment, appliances or personal property installed or
located in, upon or about the Premises or any part thereof.

                                   ARTICLE VI

                             INDEMNITY AND INSURANCE

SECTION 6.01   INDEMNITY: Tenant agrees to indemnify and save harmless Landlord
against and from any and all claims, Demands, actions, damages, liability and
expense in connection with or for loss of or damage to property or injury or
death to any Person from any cause whatsoever while in, upon or about the
Premises. or any such claim, demand or the like arising from or out of any
occurrence in, upon or at the premises, by or on behalf of any person or
persons. firm or firms, corporation or corporations. arising from Tenant's use
of the premises or the conduct of its business or from any activity, work or
thing done, permitted or suffered by Tenant, in or about the premises, and will
further indemnify and save Landlord harmless against and from any and all claims
arising from any breach of default on Tenant's part in the performance of any
covenant or agreement on Tenant's part to be performed, pursuant to the terms of
this lease, or arising from any act or negligence of Tenant, or any of it's
agents, contractors. Servants, employees or licensees, and front and against all
costs. counsel fees, expenses and liabilities incurred in or about any such
claim or action or proceeding brought thereon and in case any action or
proceeding be brought against Landlord by reason of any such claim, Tenant upon
notice from Landlord covenants to resist or defend at Tenant's expense such
action or proceeding by counsel reasonably satisfactory to Landlord. Tenant. as
a material part of the consideration to Landlord, hereby assumes all risk of
damage to property in, upon or about the premises from any source and to
whomever belonging. and Tenant hereby waives all claims in respect thereof
against Landlord and agrees to defend and save Landlord harmless from and
against any such claims by others.

SECTION 6.02   LIABILITY INSURANCE: Tenant shall. at all times. during the term
hereof. and at its own cost and expense, keep in full force and effect a policy
or policies of public liability and property damage insurance with a company or
companies satisfactory to Landlord with respect to the Premises and business
conducted thereon by Tenant in which both Landlord and Tenant shall be named as
insureds, and in which the limits of liability shall be not less than One
Million Dollars ($1,000,000.00) combined single limit of liability.

Not more frequently than each three (3) years if, in the reasonable business
judgment of Landlord, (he amount of public liability and Property damage
insurance coverage maintained by Tenant is at that time not adequate. Tenant
shall increase the insurance coverage to an amount which is determined to be
adequate by Landlord in the exercise of reasonable business judgment.

                                       12

INITIAL:  Landlord /si/ SS    Tenant /si/ PBH
                  --------          ---------
<PAGE>

SECTION 6.03   PERSONAL PROPERTY INSURANCE: Tenant shall. at its sole cost and
expense. maintain on all of its personal property tenant improvements and
alterations in, upon or about the Premises an insurance policy written on an
"all risk" perils basis. This policy shall be written for one hundred (100%)
percent of the replacement value. The proceeds from any such policy shall he
used by Tenant for the replacement of such personal property and the restoration
of Tenant's improvements or alterations.

SECTION 6.04   OTHER INSURANCE MATTERS: All the insurance required under this
Lease shall:

         (a)   Be issued by insurance companies authorized to do business in the
               State of California and approved by Landlord.

         (b)   Be issued as a primary policy.

         (c)   Contain an endorsement requiring thirty (30) days written notice
               from the insurance company to both parties, before cancellation
               or change in the coverage, scope, or amount of any policy. Each
               policy, or a certificate of the policy, together with evidence of
               payment of premiums, shall be deposited with the Landlord at the
               commencement of the term and on renewal of the policy not less
               than twenty (20) days before expiration of the term of the
               policy.

         (d)   Landlord shall be named as additional insured under die above
               noted policies.

SECTION 6.05   WAIVER OF SUBROGATION: The parties release each other and their
respective authorized representatives from any claims for damage to any person
or to the Premises and to the fixtures, personal property, tenant improvements
and alterations by Landlord or Tenant in or on the Premises that are caused by
or result from risks insured against under ally insurance policy carried by
either party and in force at the time of any such damage, to the extent of the
insurance proceeds received from such policy. Each party shall cause each
insurance policy obtained by it to provide that the insurance company waives all
right or recovery by way of subrogation against either party in connection with
any damage covered by any policy. Neither party shall be liable to the other for
any damage caused by fire or any of the risks insured against under any
insurance policy required by this Lease to the extent of the insurance proceeds
obtained from said policy.

The provisions of this Article VI, all sections, shall survive the expiration or
termination of this Lease with respect to ally claims or liability arising from
events occurring prior to such expiration or termination.

                                   ARTICLE VII

                             DAMAGE AND DESTRUCTION

SECTION 7.01   DESTRUCTION OF PREMISES: In the event the building of which the
premises are a part of is damaged by fire or other perils covered by extended
coverage insurance the Landlord shall:

         (1)   In the event of total destruction at Landlord's option, within a
period of ninety (90) days thereafter, commence repair, reconstruction and
restoration of said Building and prosecute the same diligently to completion, in
which event this lease shall remain in full force and effect; or within said
ninety (90) day period elect not to so repair, reconstruct or restore said
Building, in which event, Landlord shall give Tenant written notice of its
intention within said ninety (90) days period. In the Event Landlord elects not

                                       13

INITIAL:  Landlord /si/ SS    Tenant /si/ PBH
                  --------          ---------
<PAGE>

to restore said Building, this lease shall be deemed to have terminated as of
the date of such total destruction.

         (2)   In the event of a partial destruction of the Building to an
extent not exceeding twenty five percent (25%) of the full insurable value
thereof and if the damage thereto is such that the Building may be repaired,
reconstructed or restored within a period of ninety (90) days from the date of
the happening of such casually and Landlord will receive insurance proceeds
sufficient to cover the cost of such repairs, the Landlord shall commence to
proceed diligently with the work of repair, reconstruction and restoration and
the Lease shall continue in full force and effect; or if such work of repair,
reconstruction and restoration is such as to require a period longer than (90)
days or exceed twenty five percent (25%) of the full insurable value thereof or
if said proceeds will not he sufficient to cover the cost of such repairs, the
Landlord may either elect to so repair, reconstruct or restore and the lease
shall continue in full force and effect or Landlord may elect not to repair,
reconstruct or restore and the lease shall in no event terminate. Under any of
the conditions, the Landlord shall give written notice to Tenant of its
intention within the period of ninety (90) days. In the event Landlord elects
not to restore said Building, this lease shall be deemed to have terminated as
of the date of such partial destruction.

         Upon any termination of this Lease under this Article VII, all
Sections, the parties shall be released thereby without further obligation to
the other from the date possession of the premises is surrendered to Landlord
except for the items which have therefore accrued and are then unpaid.

SECTION 7.02   ABATEMENT OF RENT: In the event of repair, reconstruction and
restoration as herein provided, the rental provided to be paid under this lease
shall he abated proportionately in the ratio which the Tenant's use of said
premises is impaired during the period of such repair, reconstruction or
restoration. The Tenant shall not be entitled to any compensation or damages for
loss in the use of the whole or any part of said premises and/or any
inconvenience or annoyance occasioned by such repair, damage. reconstruction or
restoration.

SECTION 7.03   OTHER DAMAGE AND DESTRUCTION MATTERS: Tenant shall not be
released from any of its obligations under this Least except to the extent and
upon the conditions expressly slated in this section. Notwithstanding anything
to the contrary contained in this Article VII, all sections, should Landlord be
delayed or prevented from repairing or restoring said damaged premises within
(1) year after the occurrence of such damage or destruction by reason of acts of
God, war, governmental restrictions. inability to procure the necessary labor or
materials, or other cause beyond the control of Landlord, Landlord shall be
relieved of its obligation to make such repairs or restoration and Tenant shall
be released from its obligations under this Lease as of the end of said one (1)
year period.

In the event that damage is due to any cause other than those perils covered by
the personal property policy referred to in Paragraph 6.03, Landlord my elect to
terminate this Lease.

It is hereby understood that if Landlord is obligated to or elects to repair or
restore as herein provided, Landlord shall be obligated to make repairs or
restoration only to those portions of said Building and said premises which were
originally provided at Landlord's expense; and the repair and restoration of
items not provided al Landlord's expense shall be Tenant's obligation.

Notwithstanding anything to the contrary contained in this section, Landlord
shall not have any obligation whatsoever to repair, Reconstruct or restore the
premises when the damage resulting from any casualty covered under this section
occurs during the last twelve (12) months of the last extended term.

                                       14

INITIAL:  Landlord /si/ SS    Tenant /si/ PBH
                  --------           ---------
<PAGE>

SECTION 7.04   WAIVER : Tenant hereby waives any rights it may have under the
provisions of California Civil Code Section 1932, subdivision 2 and Section
1933, Subdivision 4 or any successor statute thereto, regarding repair and
termination after destruction of part or all of the Premises.

                                  ARTICLE VIII

                      ASSIGNMENT, SUBLETTING AND SUCCESSORS

SECTION 8.01   ASSIGNMENT AND SUBLETTING: A. Without Landlord's prior written
consent, Tenant (including without Limitation any subsequent assignee or
subtenant) shall not, either voluntarily or by operation of law, assign,
mortgage, hypothecate or encumber this lease, or any interest in this lease,
permit the use of the Premises by any person or persons other than Tenant, or
sublet the Premises or any part of the Premises. Any transfer of this Lease from
tenant by merger, consolidation, or liquidation, or the sale, conveyance,
transfer by bequest or inheritance, or other transfer of a controlling interest
in Tenant shall constitute an assignment for the purposes of this Lease. The
transfer in the aggregate during the term of this Lease of more than thirty
percent (30%) interest in the profits of or voting rights in Tenant shall
constitute the transfer of a controlling interest. Landlord's consent to one
assignment or subletting shall not constitute a waiver of the necessity for such
consent to a subsequent assignment or subletting, whether by Tenant or any
subsequent assignee of subtenant. Landlord's acceptance of rent or any other
payment in the nature of rent from Tenant's assignee or subtenant shall not
constitute or be construed as Landlord's consent to such assignment or
subletting.

B.       Should Tenant (including any subsequent assignee or subtenant) request
Landlord's consent to an assignment of this lease, or the subleasing of any
portion of the Premises, Tenant shall submit in writing to Landlord:

         (1)   the name and address of the proposed assignee or sublessee and
its relationship, if any with Tenant.

         (2)   the terms and conditions of die proposed assignment or
subleasing.

         (3)   the nature and character of the business of the proposed assignee
or sublessee;

         (4)   banking, financial and other credit information relating to the
proposed assignee or sublessee reasonably sufficient to enable Landlord to
determine the proposed assignee's or sublessee's financial responsibility; and

         (5)   The sum of One Thousand ($ 1.000.00) Dollars as a transfer fee to
reimburse Landlord for its expense incurred in reviewing Tenant's request.

         (6)   In the event that Tenant sells, sublets, assigns or transfers
this Lease and at any time receives periodic rent and/or other consideration
which exceeds that tenant at that rime is obligated to pay to Landlord, Tenant
shall pay to Landlord, 100% of the gross increase in such rent as such rent is
received by Tenant and 100% of any other consideration received by Tenant from
such subtenant or assignee in connection with such sublease or assignment and
Landlord shall receive 100% of any such consideration with such assignment.

                                       15

INITIAL:  Landlord /si/ SS    Tenant /si/ PBH
                  --------          ---------
<PAGE>

C.       Landlord shall not unreasonably withhold its consent to the proposed
assignment or subletting referred to in Tenant's request pursuant to said
Article, provided that the following further conditions shall be fulfilled.

         (1)   The Demised Premises shall nut. without Landlord's prior consent.
have been listed or otherwise publicly advertised for assignment or subletting
at a rental rate less than the prevailing rental rate for new space in the
Building. However, this shall not be deemed to prohibit Tenant from negotiating
or consummating a sublease al a lower rental rate, if and only if Tenant shall
first have offered to sublet the space involved to Landlord for the same rents
and term by notice given with or after Tenant's request for consent to the
subletting or assignment. Landlord may accept such offer within thirty (30) days
from receipt of such request for consent or twenty (20) days after receipt of
the offer. whichever is later;

         (2)   Tenant shall not then he in default hereunder beyond the lime
herein provided, if any, to cure such default;

         (3)   The proposed assignee or subtenant shall have a financial
standing, be of character, be engaged in a business, and Proposed to use the
Demised Premises in a manner in keeping with the standard in such respect of the
other Tenancies in the Building;

         (4)   The proposed sublessee or assignee shall not be a department or
agency of the United States or the City or State of California, or an employment
agency, photographic studio or public stenographer;

         (5)   The character of the business to be conducted or the proposed use
of the Demised Premises by the proposed assignee or subtenant shall not (a) be
likely to increase Landlord's operating expenses beyond that which would he
incurred for use by Tenant or for use in accordance with the standards of by
Tenant or for use in accordance with the standards of use of other tenancies in
the Building, (b) increase the burden of existing cleaning services or elevators
over the burden prior to such proposed subletting or assignment; or (c) violate
or be likely to violate any provisions or restrictions herein relating to the
use or occupancy of the Demised Premises;

         (6)   In case of a Subletting, it shall be expressly subject to all of
the obligations of Tenant under this Lease and the further condition and
restriction that the sublease shall not be assigned, encumbered or otherwise
transferred or the subleased premises further sublet by the sublessee in whole
or in pan, or any part thereof suffered or permitted by' the sublessee to be
used or occupied by others, without the prior written consent of Landlord in
each instance;

         (7)   No subletting shall end later than the Expiration Date of this
Lease.

D.       Every subletting hereunder is subject to the express conditions and by
accepting a sublease hereunder each subtenant shall he conclusively deemed to
have agreed, that if this Lease should be terminated prior to the Expiration
Date or if Landlord should succeed to Tenant's estate in the Demised Premises,
then at Landlord's election the subtenant shall either surrender the Demised
Premises to Landlord within sixty (60) days of Landlord's request therefor, or
attorn to and recognize Landlord as the subtenant's landlord under The sublease
and the subtenant shall promptly execute and deliver any instrument Landlord may
reasonably request to evidence such attornment.

E.       Tenant shall furnish Landlord with a counterpart (which may be a
reproduced copy) of each sublease or assignment made hereunder within ten (10)
days after the date of its execution. Tenant shall remain fully liable for the

                                       16

INITIAL:  Landlord /si/ SS    Tenant /si/ PBH
                  --------          ---------
<PAGE>

performance of all of Tenant's obligations hereunder notwithstanding any
subletting or assignment provided for herein, and without limiting the
generality of the foregoing, shall remain fully responsible and liable to
Landlord for all acts and omissions of any subtenant or assignee which shall he
in violation of any the obligations of this Lease and any such violation shall
be deemed to be a violation by Tenant.

F.       Notwithstanding any assignment and assumption by the assignee of the
obligations of Tenant hereunder, Tenant herein named, and Each immediate or
remote successor in interest of Tenant herein named, shall remain liable jointly
and severally (as a primary obligor) with its assignee and all subsequent
assignees for the performance of Tenant's obligations hereunder, and, without
limiting the generality of the foregoing, shall remain fully and directly
responsible and liable to Landlord for all acts and omissions on the part of any
assignee subsequent to it in violation of any of the obligations of this Lease.

G.       Notwithstanding anything to the contrary contained in this Lease, no
assignment of Tenant's interest in this Lease shall be binding upon Landlord
unless the assignee, and if the assignee is a partnership, the individual
partners, shall execute and deliver to Landlord an agreement, in recordable
form, whereby such assignee agrees unconditionally to be personally bound by and
to perform all of the obligations of Tenant hereunder and further expressly
agrees that notwithstanding such assignment the provisions of this Article shall
continue to be binding upon such assignee with respect to all future assignments
and transfers. A failure or refusal of such assignee to execute or deliver such
an agreement in recordable form shall not release the assignee from its
liability for the obligations of Tenant hereunder assumed by acceptance of the
assignment of this Lease.

H.       If Landlord shall decline to give its consent to any proposed
assignment or sublease, or if Landlord shall exercise any of its options under
this Article. Tenant shall indemnify, defend and hold harmless Landlord against
and from any and all loss, liability. damages, costs and expenses (including
attorneys' fees and costs) resulting from any claims that may be made against
Landlord by the proposed assignee or sublessee or by any brokers or other
persons claiming a commission or similar compensation in connection with the
proposed assignment or sublease.

I.       In the event that (i) Tenant fails to execute and deliver the
assignment or sublease to which Landlord consented within forty-five (45) days
after the giving of such consent, then, Tenant shall again comply with all of
the provisions and conditions of this Article before assigning its interest in
this Lease or subletting die Demised Premises.

J.       The consent by Landlord to an assignment, or to a subletting shall nor
relieve Tenant from obtaining the express consent in writing of Landlord to any
further assignment or subletting.

K.       If Tenant's interest in this Lease be assigned, or if the Demised
Premises or any part thereof be sublet or occupied by anyone other than Tenant.
Landlord may collect rent from die assignee, subtenant or occupant and apply the
net amount collected to the fixed annual rent and additional rent herein
reserved, but no such assignment, subletting, occupancy or collection shall be
deemed a waiver of the provisions of this Paragraph or of any default hereunder
or the acceptance of the assignee, subtenant or occupant as Tenant, or a release
of Tenant from the further observance or performance by Tenant of all of the
covenants, conditions, terms and provisions on the part of Tenant to be
performed or observed.

SECTION 8.02   ESTOPPEL CERTIFICATE: Tenant agrees at any time and from time to
time during the term of this Lease, within ten (10) days after demand therefore
by Landlord to execute and deliver to Landlord or to any proposed mortgagee,
trustee, beneficiary or purchaser, a certificate in recordable form certifying

                                       17

INITIAL:  Landlord /si/ SS    Tenant /si/ PBH
                  --------          ---------
<PAGE>

that this Lease is in full force and effect, that the Lease is unmodified or if
modified stating any such modifications, that there are no defenses or offsets
thereto or stating such defenses or offsets as are claimed by Tenant, that
Landlord has fulfilled all obligations to Tenant theretofore accruing or stating
which obligations have not been fulfilled if any are claims by Tenant, that
Tenant has no notice of a prior assignment, hypothecation or pledge of rents of
the Lease or stating what notices have been received, and the date to which all
rents have been paid.

SECTION 8.03   SUBORDINATION: Tenant agrees upon request of Landlord to
subordinate this Lease and Tenant's rights hereunder to the lien of any
mortgage, deed of trust or other encumbrance, together with any conditions,
renewals, extensions, or replacement thereof, now or hereafter placed. charged
or enforced against any interest of Landlord in this Lease, in the leasehold
estate thereby created or in the Premises or the land, building or improvements
included therein or the Building, and deliver, at Landlord's cost, at any time
or from time to time upon demand by Landlord, such documents as may be required
to effectuate such subordination.

SECTION 8.04   TRANSFERS BY LANDLORD: In the event of any transfer of interest
hereunder by Landlord, whether by sale, foreclosure, exercise of a power of sale
under a deed of trust or otherwise, Tenant shall attorn to such transferee of
Landlord and recognize such transferee as Landlord under this Lease. In die
event of such a transfer of Landlord's interest hereunder, then from and after
the effective date of such transfer, Landlord shall be released and discharged
from any and all obligations under this Lease except those already accrued.

SECTION 8.05   ATTORNEY-IN-FACT: Tenant, upon request of any party in interest,
shall promptly execute such instruments and certificates to carry out the intent
of Sections 8.02, 8.03 and 8.04 hereof as shall be requested by Landlord. Tenant
hereby irrevocably appoints Landlord as Attorney-in-Fact for Tenant with full
power and authority to execute and deliver in the name of Tenant any such
instruments or certificates , if, in fifteen (15) days after the date of a
written request by Landlord to execute such instruments, Tenant shall not have
executed the same.

SECTION 8.06   SUCCESSORS: All of the terms covenants and conditions hereof
shall be binding upon and inure to the benefit of The heirs, executors,
administrator, successors and assigns of die parties hereto, provided that
nothing in this Section 8.06 shall be Deemed to permit any assignment,
subletting, occupancy or use contrary to the provisions of this Article VIII.

                                   ARTICLE IX

                              DEFAULT AND REMEDIES

SECTION 8.06   EVENTS OF DEFAULT BY TENANT: Each of the following events shall
be an event of default hereunder by Tenant and a breach of this Lease.

         (a)   The failure by Tenant to pay Landlord any rent or other charges
               pursuant to any provision of this Lease, as and when the same
               shall become due and payable: or

         (b)   The failure by Tenant to perform or observe any of the other
               agreements, terms, covenants or conditions hereof if such
               nonperformance or nonobservance continues for a period of (15)
               days after notice thereof by Landlord to Tenant or, if such
               performance or observance cannot be had within such fifteen (15)
               day period then if Tenant has not in good faith commenced such
               performance within fifteen (15) day period and does not
               diligently proceed therewith to completion; or

                                       18

INITIAL:  Landlord /si/ SS    Tenant /si/ PBH
                  --------          ---------
<PAGE>

         (c)   The filing by or against Tenant in any court pursuant to any
               statute of the United States or of any slate a petition in
               bankruptcy; or

         (d)   The transfer of Tenant's interest in this Lease to any person,
               firm, or corporation other than Tenant, whether voluntarily or By
               operation of law, except in the manner expressly permitted in
               this Lease or any subsequent amendment thereto; or

         (e)   Except for takings contemplated by Article X hereof, the taking
               by any person of the leasehold created hereby, or any part
               thereof, by execution, attachment or other process of law; or

         (f)   Vacating or abandoning the Premises by Tenant at any time during
               the term hereof for a period in excess of fourteen (14)
               consecutive days.

SECTION 9.02   REMEDIES ON DEFAULT: Landlord shall have the following remedies
if Tenant commits a default. These remedies are not exclusive; they are
cumulative in addition to any remedies now or later allowed by law. These
remedies are subject to the provisions of the Bankruptcy Code of the United
States and any other law in effect at the time of default to the extent required
by such law.

Landlord can continue this Lease in full force and effect in such case, the
Lease will continue in effect so long as Landlord does not terminate Tenant's
right to possession, and Landlord shall have the right to collect rent when due.
During the period Tenant is in default, Landlord can enter the Premises and
relet them, or any part of them, to third parties for Tenant's account. Tenant
shall be liable immediately to Landlord for all costs Landlord incurs in
reletting the Premises including, without limitation, broker's commissions,
expenses of remodeling the Premises required by the reletting, and like costs.
Reletting can be for a period shorter or longer than the remaining term of this
Lease. Tenant shall pay to Landlord the rent due under this Lease on the date
the rent is due, less the rent Landlord receives from any reletting. No act by
Landlord allowed by this Paragraph shall terminate this Lease unless Landlord
notifies tenant that landlord elects to terminate this lease. After Tenant's
default and for as long as Landlord does nor terminate Tenant's right to
possession of the Premises if Tenant obtains Landlord's consent Tenant shall
have the right to assign or sublet its interest in this lease, but Tenant shall
not be released from liability. Landlord can terminate Tenant's right to
possession of the premises at any time. No act by Landlord other than giving
notice to Tenant shall terminate this Lease. Acts of maintenance, efforts to
relet the Premises or the appointment of a receiver on Landlord's initiative to
protect Landlord's interest under this lease shall not constitute a termination
of Tenant's right to possession. On termination, Landlord has the right to
recover from Tenant: The worth, at the time of the award, of the unpaid rent
that had been earned at the time of termination of this lease: The worth, at the
time of the award of the amount by which the unpaid rent that would have been
earned after the date of termination of this Lease until the time of the award
exceeds the amount of the loss of rent that Tenant proves could have been
reasonably avoided: The worth, at the rime of the award, of the amount by which
the unpaid rent for the balance of the rent after the time of the award exceeds
the amount of the loss of rent that Tenant proves could have been reasonably
avoided. Any other amount, and court costs, necessary to compensate Landlord for
all detriment proximately caused by Tenant's default. "The worth, at the time of
the award", as used in Subdivisions (I) and (2) of this subparagraph @) is to be
computed by allowing interest at the maximum rate allowed by applicable usury
law at that rime, or if there is not such maximum, at eighteen percent (18%) per
annum. The worth at the time of the award", as referred to in Subdivision (3) of
subparagraph (b) is to be computed by discounting the amount at the discount

                                       19

INITIAL:  Landlord /si/ SS    Tenant /si/ PBH
                  --------          ---------
<PAGE>

rate of the Federal Reserve Bank of San Francisco at the time of the award, plus
one percent (1 %). For purposes of this clause, the rent due for any calendar
month after reentry by Landlord shall be deemed to be the highest average
monthly rent, including any additional rent and other charges, which shall have
been payable for any consecutive twelve month period prior to such reentry.

         (a)   Landlord shall have the right to have a receiver appointed to
               collect rent and conduct Tenant's business. Neither the filing of
               a petition for the appointment of a receiver nor the appointment
               itself shall constitute an election by Landlord to terminate this
               lease.

         (d)   In the event of Tenant's default and Landlord's reentering of the
               Premises. Tenant agrees to pay to Landlord, as an additional item
               of damages, the cost of repairs, alterations, redecorating, lease
               commissions and Landlord's other expenses incurred in reletting
               the Premises to a new Tenant.

         (e)   Tenant hereby waives any right of redemption or relief from
               forfeiture under California Code of Civil Procedure Sections 1174
               or 1179, or under any other present or future law, if Tenant is
               evicted or Landlord takes possession of the Premises by reason of
               any default by Tenant hereunder.

SECTION 9.03   WAIVER: No act of Landlord shall be a waiver by Landlord of any
breach of any term, covenant or condition herein contained except an express,
written waiver, or as otherwise specifically stated herein. Any such waiver
shall not be deemed to be a waiver of such term, covenant or condition itself or
any subsequent breach of the same or of any other term, covenant or condition
herein contained. The subsequent acceptance of rent hereunder by Landlord shall
not be deemed to be a waiver of any preceding breach by' Tenant of any term,
covenant or condition of the Lease other than the failure of Tenant to pay
particular rental so accepted, regardless of Landlord's knowledge of such
preceding breach at the time of acceptance of such rent. No act or conduct of
Landlord, including, without limitation, the acceptance of the keys to the
Premises, shall constitute an acceptance of the surrender of the Premises and
accomplish a termination of the Lease. Landlord's consent to or approval of any
act by Tenant requiring Landlord's consent or approval shall not be deemed to
waive or render unnecessary Landlord's consent to or approval of any subsequent
act by Tenant.

SECTION 9.04   ATTORNEY'S FEES: (a) In the event of any action at law or in
equity (including but not limited to specific performance) between Landlord and
Tenant arising out of this Lease or to enforce any of the provisions or rights
hereunder, the unsuccessful party to such litigation covenants and agrees to pay
to the successful party all costs, including investigation costs and similar
expenses and including reasonable attorney's fees incurred therein by such
successful party, and if such successful party shall Recover judgment in any
such action or proceeding, such costs, expenses and attorney's fees shall be
included in and as part of such judgment.

If either party to this Lease becomes a party to any litigation concerning this
Lease, the Premises, or the Building, by Reason of any act or omission of the
other party or its authorized representatives, and not by any act or omission of
the party that Becomes a party to that litigation or any act or omission of its
authorized representatives, the party that causes the other party to Become
involved in the litigation shall be liable to that party for reasonable
attorney's fees and court costs incurred by it in the litigation.

SECTION 9.05   HOLDING OVER: If Tenant continues in possession of the Premises
after the expiration or any sooner termination of the lease term, said holding
over shall, at Landlord's option be construed to be a tenancy from day to day.

                                       20

INITIAL:  Landlord /si/ SS    Tenant /si/ PBH
                  --------          ---------
<PAGE>

Tenant agrees to pay Landlord for each day Tenant holds over rent equal to 150%
of the total rent and other charges which Tenant was obligated to pay during the
twelve (12) months preceding such termination or expiration prorated on the
basis of a 360 day year, plus all damages sustained by Landlord by reason for
such retention. In the event of any unauthorized holding over, tenant shall
indemnify Landlord against all claims for damages by any other tenant to whom
Landlord may have leased all or any part of the Leased Premises covered hereby
effective upon the termination of this Lease. Such tenancy shall be under the
terms and conditions specified in this Lease, so far as applicable. Nothing
contained herein shall constitute a consent by Landlord to Tenant's continued
possession following the expiration or other terminations of this Lease, and
nothing contained in this Section shall limit Landlord's rights and remedies as
provided by law or elsewhere in this Lease.

SECTION 9.06   EXPENDITURES BY LANDLORD: Whenever, under any provision of this
Lease, Tenant is obligated to make any payment or expenditure, or to do any act
or thing, or to incur any liability whatsoever, and Tenant fails, refuses or
neglects to perform as required and such failure, refusal or neglect continues
for a period of ten (10) days (or such shorter time as may elsewhere be provided
for in this lease) after written notice thereof from Landlord to Tenant,
Landlord shall be entitled but shall not be obligated to make any such payment
or expenditure, or do any such act or thing or to incur any such liability, all
on behalf of, at the cost and/or the account of Tenant, and in such event the
amount thereof, reasonable attorneys' fees and expenses incurred by Landlord,
and interest at the maximum rate allowable by applicable usury law (or if there
is no such maximum al eighteen percent (18%) per annum) shall be deemed
additional rent hereunder and shall be immediately due and payable upon notice
to Tenant in writing.

                                    ARTICLE X

                                  CONDEMNATION

SECTION 10.01  TAKING OF PREMISES: If the whole or any part of the premises
hereby demised shall be taken or Condemned by any competent authority under
power of eminent domain for public or quasi public use or purpose, then, at the
Landlord's option to be exercised by written notice to be given by the Landlord
to the Tenant, the term hereby granted shall cease from time to time when
possession of the part so taken shall he required for public or quasi public use
or purpose, and any condemnation award shall be apportioned between Landlord and
Tenant in accordance with their interest. The current rent in such case shall be
apportioned.

SECTION 10.02  WAIVER: Each party hereby waives the provisions of California
Code of Civil Procedure Section 1265.130 or any similar statute allowing either
party to petition the Superior Court to terminate this Lease in the event of a
partial taking of the Premises.

SECTION 10.03  SALE IN LIEU OF CONDEMNATION: For the purposes of this Article X
the voluntary sale or conveyance in lieu of condemnation, or transfer of all or
a portion of the Building in avoidance of condemnation, hut under a threat of
condemnation, shall be deemed an appropriate caking under the power of eminent
domain.

                                       21

INITIAL:  Landlord /si/ SS    Tenant /si/ PBH
                  --------          ---------
<PAGE>

                                   ARTICLE XI

                                    SURRENDER

SECTION 11.01  SURRENDER AT END OF TERM: At the expiration or sooner termination
of the Lease, Tenant shall surrender the Premises and all improvements and
alterations made thereto in good condition, reasonable use and wear thereof and
damage by the elements, by fire or by earthquake excepted, except for
alterations and improvements that Tenant is obligated to remove under the
provision of this Lease. Tenant shall remove all of its trade fixtures and
personal property before surrendering the Premises as aforesaid and shall repair
any damage to the Premises caused thereby. Tenant's obligation to observe or
perform this covenant shall Survive the expiration or sooner termination of this
lease.

SECTION 11.02  VOLUNTARY SURRENDER: The voluntary or other surrender of this
Lease by Tenant, or mutual cancellation thereof shall not work as a merger but
shall, at the option of Landlord, terminate any or all existing subleases or
subtenancies or operate as an assignment to Landlord of any or all such
subleases or subtenancies.

                                   ARTICLE XII

                                  MISCELLANEOUS

SECTION 12.01  ACCESS BY LANDLORD: Landlord shall have the right at all
reasonable times during the term of this Lease enter the premises for any
appropriate purpose, including without limitation, the purpose of examining or
inspecting the same, providing services or maintenance, or making such repairs
or alterations thereon as Landlord shall deem necessary, post notices of
non-responsibility for alterations, additions or repairs, show the Premises to
prospective purchasers or tenants. Landlord shall have such right of entry and
the right to fulfill the purpose thereof without any rebate of rent to Tenant
for ally loss of Occupancy or quiet enjoyment of the Premises thereby
occasioned.

SECTION 12.02  RULES AND REGULATIONS: Any rules and regulations which have been
or may be promulgated by Landlord are hereby made a part of this Lease, and
Tenant agrees to comply with and observe the same after notice thereof. Tenant's
failure to keep and observe said rules and regulations shall constitute a breach
of the terms of this Lease in like manner as if the same were contained herein
as covenants and conditions. Landlord reserves the right from time to time to
amend or supplement said rules or regulations and to adopt additional rules and
regulations applicable to the Premises and to the Building. Landlord shall have
no obligation to Tenant as a result of the violation of any such rules by any
other person.

SECTION 12.03  TIME: Time is of the essence of this lease and of each and every
one of the provisions herein contained except in respect to delivery of
possession of the Premises to Tenant.

SECTION 12.04  ENTIRE AGREEMENT: This Lease, the attachments thereto, and
Landlord's rules and regulations made pursuant to Section 12.02 hereof set forth
all the covenants, agreements and conditions between Landlord and Tenant
concerning the Premises and there are no other covenants. promises, agreements,
conditions or understandings either oral or written between them. No subsequent
alteration, amendment, change or addition to the Lease (other than revisions to
rules and regulations pursuant to Section 12.02) shall be binding upon Landlord
or Tenant unless reduced to writing and signed by each of them.

                                       22

INITIAL:  Landlord /si/ SS    Tenant /si/ PBH
                  --------          ---------
<PAGE>

This Lease shall not be binding and in effect until a counterpart hereof has
been executed and delivered by the parties each to the other.

This Lease shall bind and inure to the benefit of the parties hereto and their
respective heirs, representative, successors or assigns, provided that this
lease shall not inure to the benefit of any assignee pursuant to an assignment
which is not in compliance with the terms of this Lease.

SECTION 12.05  NOTICES: Any and all notices or demands by or from Landlord to
Tenant or Tenant to Landlord, shall be in Writing. They shall be served either
personally or by first class mail. If served personally, service shall be
conclusively deemed to he Made at the time of service. If service is by first
class mail, service shall be conclusively deemed to have been made forty-eight
(48) hours after tire deposit thereof in the United States Mail, postage
prepaid, addressed to the party to whom such notice or demand is to he given, as
hereinafter provided. Any notice or demand shall be addressed to Tenant at the
address set forth for Tenant in the Schedule of Terms, and to landlord at such
address as Landlord may from time to time designate by written notice to Tenant,
or in the absence of such designation, at the following address: 520 SOUTH EL
CAMINO REAL, SUITE 900, SAN MATEO, CA 94402.

SECTION 12.06  CAPTIONS: The headings and titles to the paragraphs of this Lease
are not a part of this Lease and shall have no effect upon the construction or
interpretation of any part of this Lease.

SECTION 12.07  BROKERS' COMMISSIONS: Tenant represents and warrants that there
are no claims for brokerage Commissions or finders fees arising from Tenant's
activities in connection with Tenant's execution of this Lease, and Tenant
agrees to Indemnify and defend Landlord against, and hold him harmless from, all
liabilities arising from any such claim.

SECTION 12.08  APPLICABLE LAW: The Laws of the State of California shall govern
the validity, performance and enforcement of this Lease.

SECTION 12.09  FORCE MAJEURE: Any prevention, delay or stoppage due to strikes,
walkouts, labor disputes, acts of God, inability to obtain labor or materials or
reasonable substance therefore, governmental restrictions, governmental
regulations, governmental controls, enemy or hostile governmental action, civil
commotion, fire or other casualty, and other causes beyond the reasonable
control of (he party obligated to perform. shall excuse the performance by such
party for a period equal to any such prevention, delay or stoppage, except the
obligations imposed with regard to rental and other charge to be paid by Tenant
pursuant to the Lease.

SECTION 12.10  PARTIAL INVALIDITY: If any term, covenant or condition 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 shall not be
effected thereby and each term, covenant and condition shall be valid and
enforced to the fullest extent possible permitted by law.

SECTION 12.11  TENSE, NUMBER AND GENDER: Each number, tense and gender used in
this Lease shall include any other tense, number or gender where the context and
the parties hereto or this context and references therein shall require. If
Tenant shall consist of more than one person, all of the terms, covenants and
conditions of the Lease shall be joint and several as to Tenant.

SECTION 12.12  TENANT IMPROVEMENTS: Tenant agrees to move into the Premises in
its "as is" condition with no Tenant improvement work required.

                                       23

INITIAL:  Landlord /si/ SS    Tenant /si/ PBH
                  --------          ---------
<PAGE>

SECTION 12.13  PARKING: Eight (8) non-reserve parking permits will be provided
to Tenant for the full term of the Lease at the parking rate of $65 per month
each permit. The non-reserve parking spaces are available on a first-come basis
in the lower level garage or the street level parking lot.

SECTION 12.14  SQUARE FOOTAGE: Any statement of square footage set forth in this
lease that may have been used in calculating rent or Tenant's other monetary
obligations is an approximation. Landlord and Tenant agree that said
approximation and reasonable and the rent based thereon is not subject to
revision whether or not the actual square footage is more or less.

SECTION 12.15  ATTACHMENTS: The following are attachments to this Lease and are
hereby incorporated by reference herein.


                         Rider "A" Rules and Regulations

         IN WITNESS WHEREOF, the parties hereto have, executed this Lease or, as
the case may be, have caused their officers or agents thereunto duly authorized
to execute this Lease, in duplicate as of the day and year set forth in (he
Schedule of Terms.


LANDLORD: WESTLAKE DEVELOPMENT CO., INC.    TENANT: FIRST NATIONAL BANK OF
                                            NORTHERN CALIFORNIA

By: /SS/ STEVE SHU                          By: /SS/ PAUL B. HOGAN
   -------------------------------------       ---------------------------------
   Steve Shu-General Manager                   Paul B. Hogan-President & C.O.O.


Date:  4/28/00                              Date:  4/24/00
     -----------------------------------         -------------------------------

                                       24

INITIAL:  Landlord /si/ SS    Tenant /si/ PBH
                  --------          ---------
<PAGE>

                                     Rider A
                              RULES AND REGULATIONS
                    ATTACHED TO AND MADE A PART OF THIS LEASE

1.       Except with prior written consent of the Landlord, no Tenant shall
sell, or permit the sale at retail of newspapers, magazines, periodicals, or
theater tickets, in or from the demised premises, nor shall any Tenant carry on,
or permit or allow any employee or person to carry on, the business of
stenography, typewriting or any similar business in or from the demised premises
for the service or accommodation of occupants of any other portion of the
building, or any manufacturing of any kind, or the business of a public barber
shop, beauty parlor, or a manicuring and chiropodist business, or any business
other than that specifically provided for in the Tenant's lease.

2.       No Tenant shall obtain for use upon the demised premises ice, drinking
water, towel and other similar services. or accept barbering or bootlacking
services in the demised premises, except from persons authorized by the
Landlord, and at hours and under regulations fixed by the Landlord.

3.       The sidewalks, halls, passages, elevators and stairways shall not be
obstructed by any of the Tenants or used by them for any purpose other than for
ingress to and egress from their respective demised premises. The halls,
passages, entrances, elevators, stairways, balconies and roof are not for the
use of the general public, and the Landlord shall in all cases retain the right
to control and prevent access thereto of all persons whose presence in the
judgment of the Landlord shall be prejudicial to the safety, character,
reputation and interests of the building and its Tenants, provided, that nothing
herein contained shall be construed to prevent such access to persons with whom
the Tenant normally deals in the ordinary course of its business unless such
persons are engaged in illegal activities. No Tenant and no employees of any
Tenant shall go upon the roof of the building without the written consent of the
Landlord.

4.       The sashes, sash doors, windows, glass lights, and any lights, or
skylights that reflect or admit light into the halls or other places of the
building shall not be covered or obstructed. The toilet rooms, water and wash
closets and other water apparatus shall not be used for any purpose other than
that for which they were constructed, and no foreign substance of any kind
whatsoever shall be thrown therein, and the expense of any breakage, stoppage or
damage, resulting from the violation of this rule shall he borne by the Tenant
who, or whose clerks, agents, servants, or visitors. shall have caused it.

5.       No sign, advertisement or notice, visible from the exterior of the
demised premises shall be inscribed, painted or affixed by the Tenant on any
part of the building or the demised premises without the prior written consent
of the Landlord. If the Landlord shall have given such consent at any time,
whether before or after the execution of this Lease, such consent shall in no
way as a waiver or release of any of the provisions hereof or of this Lease and
shall be deemed to relate only to the particular sign, advertisement or notice
so consented to by the Landlord and shall not be construed as dispensing with
the necessity of obtaining the specific written consent of the Landlord with
respect to each and every such sign, advertisement or notice other than the
particular sign, advertisement or notice, as the case may be, so consented to by
the Landlord. If the Landlord. by a notice in writing to the Tenant, shall
object to any curtain, blind, shade or screen attached to, or hung in, or used
in connection with any window or door of the demised premises, such use of such
curtain. Blind, shade or screen shall be forthwith discontinued by the Tenant.
No awnings shall be permitted on any part of the demised premises.

6.       The Tenant shall not do or permit anything to be done in the demised
premises, or bring or keep anything therein, which shall in any way increase the
rate of fire insurance on the building or on the property kept therein, or
obstruct or interfere with the rights of other Tenants, or in any way injure or

                                       25

INITIAL:  Landlord /si/ SS    Tenant /si/ PBH
                  --------          ---------
<PAGE>

annoy them; or conflict with the regulations of the Fire Department or fire
laws, or with any insurance policy upon the building, or any part thereof; or
with ally rules and ordinances established by the Board of Health or other
governmental authority.

7.       No safes or other objects larger or heavier than the freight elevators
of the building are limited to carry shall be brought into or installed on the
demised premises. The Landlord shall have power to prescribe the weight and
position of such safes or other objects, which shall, if considered necessary by
the Landlord, stand on three-inch thick wood strips to distribute the weight,
The moving of safes shall occur only between such hours as may be designated by,
and only upon previous notice to, the manager of the building and the persons
employed to move safes in or out of the building must he acceptable to the
Landlord. No freight, furniture or bulky matter of any description shall be
received into the building or carried into the elevators except during hours and
in a manner approved by the Landlord.

8.       The Landlord shall clean the demised premises and. except with the
written consent of the Landlord, no person or persons other than those approved
by the Landlord will be permitted to enter the building for such purpose, but
the Tenant shall not cause unnecessary labor by reason of the Tenant's
carelessness and indifference in the preservation of good order and cleanliness.

9.       No Tenant shall sweep or throw or permit to be swept or thrown from the
demised premises any dirt or other substance into any of the corridors or halls,
elevators, or out of the doors or stairways of the building. and the Tenant
shall nor use, keep or permit to be used or kept any foul or noxious gas or
substance in the demised premises, or permit or suffer the demised premises to
be occupied or used in a manner offensive or objectionable to the Landlord or
other occupants of the building by reason of noise, odors and/or vibrations, or
interfere in any way with other Tenants or those having business therein, no
shall any animals or birds be kept in or about the building.

10.      No cooking shall be done or permitted by any Tenant on the demised
premises, nor shall offices in the building be used fur the storage of
merchandise or for lodging.

11.      The Tenant shall not use or keep in the building any kerosene,
gasoline, or inflammable fluid or any other illuminating material or use any
method of heating other than that supplied by the Landlord.

12.      If the Tenant desire telephone or telegraph connections, the Landlord
will direct electricians as to where and how the wires are to be introduced. No
boring or cutting for wires or otherwise shall be made without directions from
the Landlord.

13.      Each Tenant upon the termination of the tenancy, shall deliver to the
Landlord all the keys of offices, rooms and toilet rooms which shall have been
furnished the Tenant or which the Tenant shall have had made, and in the event
of loss of any keys so furnished shall pay the Landlord therefor.

14.      No Tenant shall lay linoleum or other similar floor covering so that
the same shall be affixed to the floor of the demised premises in any manner
except by a paste, or other material, which may easily be removed with water,
the use of cement or other similar adhesive materials being expressly
prohibited. The method of affixing any such linoleum or other similar floor
covering to the floor, as well as the method of affixing carpets or rugs to the
demised premises. shall be subject to approval by the Landlord. The expense of
repairing any damage resulting from a violation of this rule shall be borne by
the Tenant whom, or by whose agents, clerks, employees, or visitors, the damage
shall have been caused.

                                       26

INITIAL:  Landlord /si/ SS    Tenant /si/ PBH
                  --------          ---------
<PAGE>

15.      No furniture, packages or merchandise will be received in the building
or carried up or down in the elevators, except between such hours and in such
elevators as shall be designated by the Landlord.

16.      On Sundays and legal holidays, and on other days between the hours of 6
p.m. and 8 a.m. access to the building, or to the halls, corridors, elevators or
stairways in the building, or to the demised premises may be refused unless the
person seeking access is known and has a pass or is properly identified. The
Landlord shall in no case be liable for damages for the admission to or
exclusion from the building of any person whom the Landlord has the right to
exclude under Rule 3 above.

In case of invasion, mob, riot, public excitement, or other commotion, the
Landlord reserves the right to prevent access to the building during the
continuance of the same by closing the doors or otherwise, for the safety of the
Tenants and the protection of property in the building.

17.      Tenant shall see that the doors of the suite are closed and securely
locked before leaving the building and Tenant shall exercise extraordinary care
and caution that all water faucets or water apparatus are entirely shut off
before Tenant or Tenant's employees leave the building and that all electricity,
gas or air in Tenant's suite shall likewise be carefully shut off, so as to
prevent waste or damage, and for any default or carelessness Tenant shall make
good all injuries sustained by other tenants or occupants of the building or
Landlord.

18.      The Tenant shall not alter any lock or install a new or additional lock
or any bolt on any door of the demised premises without prior written consent of
the Landlord. If the Landlord shall give its consent, the Tenant shall in each
case furnish the Landlord with a key for any such lock.

                                       27

INITIAL:  Landlord /si/ SS    Tenant /si/ PBH
                  --------          ---------