EXHIBIT 10.1

                                TABLE OF CONTENTS



1.   Fundamental Lease Providers .....................................   1

2.   Premises ........................................................   1

3.   Term ............................................................   2

4.   Base Rent .......................................................   3

5.   Percentage Rent .................................................   3

6.   Condition of Improvements .......................................   6

7.   Parking and Common Areas ........................................   6

8.   Operating Costs and Taxes .......................................   6

9.   Security Deposit ................................................   9

10.  Use .............................................................   9

11.  Compliance With Law .............................................   11

12.  Alterations and Additions .......................................   12

13.  Repairs .........................................................   12

14.  Liens ...........................................................   13

15.  Assignment and Subletting .......................................   13

16.  Hold Harmless ...................................................   16

17.  Insurance .......................................................   16

18.  Utilities .......................................................   17

19.  Personal Property Taxes .........................................   17

20.  Competitive Business ............................................   17

21.  Holding Over ....................................................   18

22.  Entry By Landlord ...............................................   18

23.  Tenant's Default ................................................   18

24.  Default By Landlord .............................................   22

25.  Reconstruction ..................................................   22

26.  Eminent Domain ..................................................   25

27.  Signs ...........................................................   25

28.  Displays ........................................................   25

29.  Auctions ........................................................   25

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30.  Surrender of Premises ...........................................   26

31.  Relocation ......................................................   26

32.  Sale of Premises By Landlord; Exculpation .......................   27

33.  Subordination ...................................................   27

34.  Tenant's Offset Statements ......................................   28

35.  Authority of Tenant .............................................   28

36.  Brokers .........................................................   28

37.  Merchant's Association ..........................................   28

38.  General Provisions ..............................................   29

                        Exhibit "A"       Site Plan

                        Exhibit "B"       Legal Description of Shopping Center

                        Exhibit "C"       Construction Exhibit

                        Exhibit "D"       Confirmation of Commencement Date

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This Lease, dated as of this 24 day of April, 1995, is made by and between
JOSEPH A SORCI and ELDIVA SORCI (herein called "Landlord") and FIRST NATIONAL
BANK OF DALY CITY (herein called "Tenant")

1.    FUNDAMENTAL LEASE PROVISIONS

      (a)   Trade Name - DBA:             FIRST NATIONAL BANK OF DALY CITY
      210 EUREKA SQUARE, PACIFICA, CA 94044

      (b)   Guarantor:                  CORP OFFICERS: M.R. WYMAN, PRES. & E.
      PATRICK RYAN, VICE PRES.

      (c)   Use of Premises:                    BANKING

      (d)   Term of Lease:                   60 MONTHS + TWO 5-YEAR OPTIONS

      (e)   Commencement                        JANUARY 1, 1995

      (f)   Expiration:                         DECEMBER 31, 1999

      (g)   Size of Premises:                   Approximately 3,000 SQUARE FEET

      (h)   Base Rent:

                        Period                        Amount
                        ------                        ------

            A.    01-01-95 TO 12-31-95                      $3,400.00
                                                      ---------------
            B.    01-01-96 TO 12-31-96                      $3,500.00
                                                      ---------------
            C.    01-01-97 TO 12-31-97                      $3,600.00
                                                      ---------------
            D.    01-01-98 TO 12-31-98                      $3,700.00
                                                      ---------------
            E.    01-01-99 TO 12-31-99                      $3,800.00
                                                      ---------------

      (i)   Percentage Rent:  none percent (0%) of Gross Sales (less Base Rent)

      (j)   Security Deposit  none

      (k)   Merchant's Association or Marketing Fund:  $25.00 per month

      (l)   Radius Restriction:  -0-

      (m)   Notices to Tenant:   245 El Camino Real, Daly City CA, 94017

2.    PREMISES

      (a)   Landlord does hereby lease to Tenant and Tenant hereby leases from
            Landlord that certain space (herein called "Premises"), containing
            approximately the area set forth in Section 1(g) of this Lease. The
            location and dimensions of said Premises are delineated and
            cross-batched on the site plan attached hereto as Exhibit "A". Said
            Premises are located in the City of Pacifica, County of San Mateo,
            State of California, and are part of

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            the Shopping Center (the "Shopping Center") commonly known as Eureka
            Square Shopping Center, at the northeast corner of Oceana Boulevard
            and Eureka Drive in Pacifica, California, as legally described in
            Exhibit "B." Copies of the aforesaid Exhibits "A" and "B" are
            attached hereto, incorporated herein, and by this reference made a
            part of this Lease. Landlord makes no representation or warranties
            of any kind or nature as to the size, location, or time of
            construction of any of the structures (other than the Premises)
            shown on Exhibit "A". It is understood and agreed upon that the
            depiction of the Shopping Center, and the location of the Premises
            in the Shopping Center as shown on Exhibit "A" hereof, are subject
            to change. Any such change shall not invalidate this Lease, and the
            depiction and location of the Premises shall be deemed to have been
            expressly modified and amended herein in accordance with such
            changes.

      (b)   Landlord hereby reserves the right at any time, and from lime to
            time to make alterations or additions to the Premises, to build
            additional stores on the building in which the Premises are
            contained, and to build adjoining the same, and to install,
            maintain, use, repair and replace, pipes, ducts, conduits and wires,
            leading through, under and over the Premises, in locations serving
            other parts of the Shopping Center, from time to time, to make
            alterations thereof or additions thereto, to build additional stores
            on any such building or buildings, to build adjoining same, and to
            construct doubledeck, subterranean or elevated parking facilities.

3.    TERM

      (a)   The term of this Lease shall be for a period specified in Section
            1(d) hereof, commencing on the date (herein referred to as the
            "Commencement Date") specified in Section l(e) constructed or
            unfinished improvements, the date of the occurrence of either of the
            following events, whichever shall first occur:

            (1)   Thirty (30) days after the date Landlord notified Tenant in
                  writing that the Premises are ready for occupancy or should
                  have been ready for occupancy as provided in Section 3(e)
                  hereof. The Premises shall be deemed ready for occupancy when
                  all work of construction or improvement required hereunder on
                  the part of Landlord in connection therewith, if any, has been
                  substantially complete, and the Premises are in such condition
                  as to permit Tenant to enter thereon for the purpose of
                  installing therein Tenant's trade fixtures and equipment; or

            (2)   Upon the date Tenant actually commences to do business in,
                  upon or from the Premises.

      (b)   If the Commencement Date is other than the first day of a calendar
            month, said Lease term shall be computed from the first day of the
            calendar month next succeeding the Commencement Date.

      (c)   When the Commencement Date is not specified in Section 1(e) hereof,
            and, as a consequence, has been determined as hereinabove set forth,
            the parties shall execute a written memorandum in the form attached
            hereto as Exhibit "D" expressly confirming said Commencement Date
            and the expiration date of the term, and such memorandum shall
            thereupon be deemed attached hereto incorporated herein, and by this
            reference made a part of this Lease.

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      (d)   The work required to be performed by Landlord under the terms and
            provisions of this Lease in order to make the Premises ready for
            occupancy, if any, depends in whole or in part upon work to be
            performed in connection therewith by Tenant. Then, in such event,
            the Premises shall be "ready for occupancy" on the date they would
            have been ready for occupancy a Tenant had performed the work
            required of Tenant in a diligent and timely manner and in accordance
            with the schedule for the performance of such work established by
            Landlord's architect. The determination by Landlord's architect as
            to the date the Premises are "ready for occupancy" taking into
            consideration delays, if any, caused by Tenant, as aforesaid, shall
            be conclusive upon the parties hereto.

      (e)   Notwithstanding the Commencement Date, if for any reason Lessor
            cannot deliver possession of the Premises to Leasee on said date,
            Lessor shall not be subject to any liability therefor, nor shall
            such failure affect the validity of this Lease or the obligations of
            Lessee hereunder or extend the term hereof, but in such case, Lessee
            shall not be obligated to pay rent until possession of the Premises
            is tendered to Lessee; provided, however, that it Lessor shall not
            have delivered possession of the Premises within one-hundred eighty
            (180) days from said Commencement Date, Lessee may, at Lessee's
            option, by notice in writing to Lessor within ten (10) days
            thereafter, cancel this Lease, in which event the parties shall be
            discharged from all obligations hereunder; provided, further,
            however, that if such written notice of Lessee is not received by
            Lessor within said ten (10) day period, Lessee's right to cancel
            this Lease hereunder shall terminate and be of no further force and
            effect. If for any reason whatsoever, the term of this Lease shall
            not have commenced on or before two (2) years after the date hereof,
            this Lease shall thereupon be and become entirely canceled, and of
            no further force and effect

4.    BASE RENT

      (a)   Base Rent Subject to increases as set forth in Section 4(b), Tenant
            agrees to pay the Landlord as rent for Tenant's use of the Premises
            and Tenant's rights hereunder ("Base Rent"), without notice or
            demand, the sum set forth in Section 1(h) hereof, which Base Rent
            shall be paid, in advance, on or before the first day of each and
            every successive calendar month during the term hereof, except that
            the first month's rent shall be paid upon the execution hereof. Rent
            for any period which is for less than one (1) month shall be a
            prorated portion of the monthly installment herein based upon a
            thirty (30) day month Said rental shall be paid to Landlord, without
            deduction or offset, in lawful money of the United States of America
            and at such place as Landlord may from time to time designate in
            writing.

      (b)   Periodic Rent Increase The Base Rent payable hereunder by Tenant to
            Landlord shall be increased during the term hereof in increments as
            set forth in Section 1(h) hereof. No delay or failure by Landlord to
            enforce this provision or any part thereof as to Tenant, or to
            enforce similar or dissimilar provisions in other leases in use as
            to any other tenants in the Shopping Center, shall be deemed to be a
            waiver hereof, or prevent any subsequent or other enforcement
            hereof.

5.    PERCENTAGE RENT

      (a)   Percentage Rent
            In addition to the Base Rent set forth in Section 4, Tenant shall
            pay to Landlord, at the times and in the manner herein set forth,
            Percentage Rent equal to the percentage set forth

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            in Section 1(i) hereof times Tenant's Gross Sales (as the term
            "Gross Sales" is herein defined), minus the Base Rent.

      (b)   Time and Manner of Payment
            Percentage Rent shall be paid on or before the fifteenth(15th) day
            of each calendar month during the term (including the calendar month
            next succeeding the last month of the term hereof), and shall be
            determined on the basis of a written statement, signed and certified
            by Tenant or an officer of Tenant as being true and correct, setting
            forth the amount of Tenant's Gross Sales during the calendar month
            immediately preceding. Monthly Percentage Rent shall be the product
            of the percentage set forth in Section 1(i) times the Gross Sales
            from the Premises for such month, minus the Base Rent paid for such
            month (but in no event less than zero). Within thirty (30) days
            after the end of each Lease Year during the term (including the
            thirty-day period next succeeding the end of the last Lease Year of
            the term hereof), Tenant shall deliver to Landlord a written
            statement, signed and certified by a certified public accountant to
            be true and correct, setting forth the total amount of Tenant's
            Gross Sales made during the immediately preceding Lease Year, and
            the Percentage Rent paid for such year shall be adjusted to a lease
            yearly basis (including a proportionate adjustment for Lease Years
            that are shorter than 12 months) and Tenant agrees to pay Landlord,
            and Landlord agrees to credit Tenant, such amount as may be
            necessary to effectuate such adjustment. It is agreed that the
            computation of the Percentage Rent shall be made separately for each
            Lease Year throughout the term of this Lease, without regard to
            Tenant's Gross Sales or Percentage Rent in any other Lease Year.

      (c)   Gross Sales
            The term "Gross Sales" as used herein means the total amount in
            dollars of the actual sales price, whether for cash or credit or
            partly for cash and partly for credit, of all sales of merchandise
            and services and all other receipts of business sales of merchandise
            and services and all other receipts of business conducted in or from
            the Premises, including all mail or telephone orders received or
            filled at the Premises, and including all deposits not refunded to
            purchasers, orders taken (although said orders may be filled
            elsewhere), receipts from any coin operated machines, and sales by
            any subleasee, concessionaire or licensee or otherwise in said
            Premises. No deduction shall be allowed for uncollected and
            uncollectible credit accounts. Gross Sales shall not, however,
            include any sums collected and paid out for any sales or excise tax
            imposed by any duly constituted governmental authority, nor shall it
            include the exchange of merchandise between authority or the
            exchange of merchandise between the stores of Tenant, if any, where
            such exchange of goods or merchandise is made solely for the
            convenient operation of the business of Tenant and not for the
            purpose of consummating a sale which has theretofore been made at,
            originated in or from the Premises, or for the purpose of depriving
            Landlord of the benefit of a sale which otherwise would be made at,
            in or from the Premises, nor any amount of returns to shippers or
            manufacturers, nor the amount of any cash or credit refunds made
            upon any sale where the merchandise sold or some part thereof, is
            thereafter returned by the merchandise sold or some part thereof, is
            thereafter returned by the purchaser and accepted by Tenant, nor
            sales of fixtures which are not a part of Tenant's stock in trade,
            nor receipts from sales of lottery tickets. Any "Gross Sales"
            resulting from Tenant's sale of California State Lottery Tickets
            shall be treated in the manner set forth in Section 5(d) hereof.
            Each sale upon installment or credit shall be treated as a sale for
            the full price in the month during which such sale shall be made,
            irrespective of the time when Tenant shall receive payment from its
            customers.

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      (d)   Lottery Rent
            Should Tenant sell California State Lottery tickets from the
            Premises, in addition to Base Rent and Percentage Rent, Tenant shall
            pay Landlord, as additional rent, one and one-half percent (1 1/2 %)
            of the gross revenue from sales of lottery tickets sold in, on or
            from the Premises ("Lottery Rent"). Said payment shall be made to
            Landlord monthly, within ten (10) days after the end of each
            calendar month. Tenant's monthly payment of Lottery Rent shall be
            accompanied by a statement signed by Tenant setting forth the amount
            of Tenant's Gross Sales of lottery tickets from the Premises or the
            preceding month, and attaching a copy of the customary monthly or
            weekly reports furnished to the California State Lottery commission
            or such other agency to which such reports are required to be made.

      (e)   Maintenance of Records
            Tenant shall install upon the Premises a cash register equipped with
            a cumulative totaling device which shall be sealed and a daily
            continuous tape on which all Gross Sales shall be recorded and
            imprinted. Tenant shall keep in the Premises a permanent accurate
            set of books and records of all Sales of merchandise and all revenue
            derived from business conducted in the Premises during each day of
            the term hereof, and all supporting records, including excise tax,
            business and occupation tax and gross income tax reports; and such
            pertinent records will be kept, retained and preserved for al least
            three (3) years after the expiration date of each Lease Year. Tenant
            shall keep, retain and preserve for at least three (3) years after
            the expiration of each Lease Year all original cash register tapes,
            sales records and sales slips or sales checks and any other
            pertinent original sales. records. All such records, including sales
            tax reports and excise tax reports, shall be open to inspection and
            audit of Landlord and its agents at all reasonable times during
            ordinary business hours.

      (f)   Audit or Reports
            In the event Landlord is not satisfied with any statement submitted
            by Tenant, Landlord shall have the rights to make a special audit,
            by auditors selected by Landlord, of the books and records of Tenant
            its subtenants, concessionaires and licensees, hereinbefore required
            to be kept and preserved. Landlord's right to examine Tenant's books
            and records and those of its subtenants, concessionaires and
            licensees, as hereinbefore set forth, or to make an audit thereof in
            respect to any monthly or annual statement for such monthly or full
            lease year period, shall be available to Landlord only for a period
            of three (3) years after the applicable monthly or annual statements
            for such periods shall have been furnished to Landlord. If such
            audit shall show a deficiency in percentage rent for the period
            covered, the amount thereof together with interest thereon shall be
            paid promptly by Tenant; if such audit shall show percentage rent to
            have been overpaid, the excess shall be applied on any amounts then
            due to Landlord by Tenant, and the balance, if any, shall be
            credited to Tenant's next payment or Base Rent. If any such
            statement is round to be incorrect to an extent of more than one
            percent (1%) over the figures submitted by Tenant. Tenant shall pay
            for such special audit and if such special audit verifies Tenant's
            statements to be correct or to vary not more than one percent (1%)
            over the figures submitted by Tenant, the expense of such audit
            shall be borne by Landlord. The provisions of Sections 5(e) and 5(f)
            hereof shall apply in all respects to partial Lease Years.

      (g)   Lease Year Defined
            For the purpose of this Lease, a "Lease Year" shall be taken to mean
            each consecutive twelve-month period commencing January 1 and ending
            on December 31, provided.

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            however, should the commencement date occur on a date other than
            January 1, the first Lease Year shall be the period between the
            commencement date and the next succeeding December 31, and the last
            Lease Year shall be the period between the last January 1st of the
            term and ending at the end of the term hereof.

6.    CONDITION OF IMPROVEMENTS

      Landlord has furnished to Tenant the building shell and the items set
      forth in Exhibit "C," entitled "Construction Exhibit." attached hereto and
      hereby made a part hereof. Except as therein provided, all interior,
      nonstructural improvements to the Premises, including fixturization and
      other work on the front or interior of the Premises, shall be performed by
      Tenant at Tenant's sole cost and expense, and shall be performed in
      accordance with Exhibit "C." Tenant acknowledges that it is accepting the
      Premises in their "as-is" condition and that Landlord is not furnishing
      any improvements, alterations, or additions to the Premises other than
      those set forth in Exhibit "C" hereto. By entry hereunder. Tenant shall be
      deemed to have accepted the Premises as being in good, sanitary order,
      condition and repair.

7.    PARKING  AND COMMON AREAS

      Landlord covenants that an area approximately equal to the common and
      parking areas as shown on the attached Exhibit "A" shall be at all times
      available for the non-exclusive use of Tenant during the full term of this
      Lease or any extension of the term hereof, provided that the condemnation
      or other taking by any public authority, or sale in lieu of condemnation,
      of ally or all of such common and parking areas shall not constitute a
      violation of this covenant. Landlord reserves the right to change the
      entrances, exits, traffic lanes and the boundaries and locations of such
      parking area The Landlord shall keep said automobile parking and common
      areas in a neat, clean and orderly condition and shall repair any damage
      to the facilities thereof, but all expenses in connection with said
      automobile parking and common areas shall be charged to Tenant and
      prorated in the manner set forth in Section 8 hereof. So long as Tenant is
      riot in default hereunder, Tenant, for the use and benefit of Tenant and
      its customers, shall have the non-exclusive right in common with Landlord.
      and other present and future owners, tenants and their customers, to use
      said common and parking areas during the entire term of this Lease, or any
      extension thereof, for ingress and egress, and automobile parking;
      provided, however, that Tenant shall not be permitted use of parking areas
      for employee parking. Tenant, in this use of said common and parking
      areas, agrees to comply with such reasonable roles, regulations and
      charges for parking as the Landlord may adopt from time to lime for the
      orderly and proper operation of said common and parking areas. Such rules
      may include but shall not be limited to the regulation of the removal,
      storage aid disposal of Tenant's refuse and other rubbish at the sole cost
      and expense of Tenant.

8.    OPERATING COSTS AND TAXES

      (a)   Operating Costs and Taxes
            There shall be payable as additional rent during the term of this
            Lease an amount equal to Tenant's proportional share of the combined
            amount of Landlord's "Property Tax Costs" and Landlord's "Operating
            Costs" (both as hereinafter defined) for each calendar year. For
            purposes of this Section 8(a), the following definitions shall be
            applicable: (i) "Property tax Costs" shall be the total of all real
            and personal property taxes, assessments, license fees, commercial
            rental taxes, liens, penalties or "in lieu" real property taxes (as
            defined in power to tax, including any city, county, state and
            federal government. and any fire protection, police, sidewalk and
            road maintenance, refuse removal, school,

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            agricultural. lighting, drainage and other improvement district
            thereof). As against any legal or equitable interest of Landlord in
            the Premises or in the building of which the Premises are a part. or
            the Shopping Center and its common areas (including land, building,
            improvements and personalty), as against Landlord's right to rent or
            other income therefrom, or as against Landlord's business of leasing
            the Premises, any tax increases arising out of a change of ownership
            of the Premises or the Shopping Center, and any and all reasonable
            costs, including legal fees, incurred in contesting such taxes or in
            seeking a reduction in such taxes; (ii) "Operating Costs" shall be
            the total of all costs and expenses paid or incurred by Landlord in
            connection with the operation, maintenance, repair and replacement
            of the Premises (including the roof and building shell), the
            building of which the Premises are a part, other Shopping Center
            improvements, and the parking and common areas of the Shopping
            Center (including land, building, improvements and personalty)
            including but not limited to maintenance contracts, water and sewage
            charges, insurance premiums, utilities, janitorial services, labor,
            supplies, materials, equipment, tools, repairs, replacements,
            resurfacing, repainting, re-striping, cleaning. sweeping,
            janitorial, replanting, re-landscaping, directional signs and
            markers, car stops, security lighting and other utilities.
            reasonable deprecation on expenditures for items customarily
            allocable to Landlord's capital account (excluding capital
            expenditures for structural items which are customarily part of
            original construction), and expenditures for owned machinery and
            equipment used in connection therewith, professional services, a
            management fee equal to fifteen percent (15%) of all the foregoing
            Operating Costs to cover Landlord's administrative and overhead
            costs, and adequate public liability and property damage insurance
            on all improvements in the therewith, professional services, a
            management fee equal to fifteen percent (159b) of all the foregoing
            Operating Costs to cover Landlord's administrative and overhead
            costs, and adequate public liability and property damage insurance
            on all improvements in the Shopping Center and the common and
            parking areas, in an amount to be determined by Landlord, and all
            other things necessary in Landlord's sole and absolute discretion
            for the operation and maintenance in a state of good and sanitary
            order, condition and repair Depreciation on machinery and equipment
            shall be computed over a period of at least five (5) years on a
            straight line basis, and depreciation on motor vehicles shall be
            computed over a period of al least three (3) years on a straight
            line basis. Al arty time hereafter, Landlord shall have the right to
            select and license or lease to any person, firm or corporation the
            operation and maintenance of the common and parking areas on such
            terms and conditions and for such time as Landlord shall, in its
            sole judgment, deem reasonable and proper. Any such lease, license
            agreement, or contract shall require the lessee, licensee or
            operator to be bound by and to perform all of the obligations of
            Landlord relative to the maintenance and operation of the Shopping
            Center, and shall make the lessee, licensee or operator responsible
            to Tenant and all other tenants in the Shopping Center. In the event
            this Lease shall commence or terminate on any date other than the
            last day of a calendar year, the additional rent payable hereunder
            by Tenant for the calendar year in which this I ease commences or
            terminates shall be prorated on the ratio that the number of days of
            the lease term falling within said calendar years bears to 365 days
            Tenant's proportionate share of Landlord's property tax costs and
            operating costs shall be determined by dividing the total area of
            the Premises by the total leasable area of retail floor space in the
            Shopping Center, and multiplying said quotient by the total property
            tax costs and operating costs for the Shopping Center.

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      (b)   Payment Procedure
            On or before the first day of April of each calendar year, Landlord
            shall furnish to Tenant a written notice advising Tenant of the
            total "Property Tax Costs" and "Operating Costs" for the immediately
            preceding calendar year of portion thereof and Tenant's share of
            such costs as provided in Section 8(a). On the first occasion when
            Tenant is so notified of Tenant's share of such costs for the
            preceding year, Tenant shall pay to Landlord the full amount of such
            costs within ten (10) days after such written notice, together with
            the amount of such costs incurred for each calendar month during the
            then current calendar year, including the calendar month in which
            the written notice described in this Section 8(b) is received by
            Tenant. The amount due for each calendar month during the then
            current calendar year shall be a fraction, the numerator being one
            (1) and the denominator being the number of months (any partial
            month being considered a full month for purposes of this Section
            8(b) during the preceding calendar year in which Tenant Occupied the
            Premises Commencing with the next monthly installment of rent
            payable by Tenant after such notice, Tenant shall, together with
            each of the next twelve (12) monthly installments of rent, pay to
            Landlord as an estimate of the current year's anticipated costs, an
            amount equal to Tenant's share of the costs for the preceding year
            prorated to a monthly amount based on the portion of the term
            falling within the immediately preceding calendar year. Thereafter
            the same procedure shall be followed as of the first day of April of
            each succeeding year except that after the first year in which
            Tenant is required to pay such costs, Tenant shall be required to
            pay to Landlord within ten (10) days after such annual notice only
            the difference between the total amount of the costs payable by
            Tenant for the preceding calendar year and the total of the twelve
            monthly estimated amounts theretofore paid by Tenant. If for any
            calendar year the amount of the costs payable by Tenant shaft be
            less than the total of the twelve monthly estimated amounts paid by
            Tenant as aforesaid, then the difference shall, at Landlord's
            option, either be refunded by Landlord to Tenant or deducted from
            the next installment or installments of rent due hereunder. The
            failure of Landlord in any year to supply to Tenant the written
            notice, above provided, shall not constitute a waiver by Landlord of
            its right to collect Tenant's share of the costs for the preceding
            calendar year No delay or failure by Landlord to enforce this
            Section 8(b), or any part thereof as to Tenant, or to enforce
            similar or dissimilar provisions in other leases in use as to any
            other tenant in this Shopping Center, shall be deemed to be a waiver
            hereof, or prevent any subsequent or other enforcement hereof. All
            costs payable by Tenant hereunder shall constitute additional rent,
            and upon Tenant's failure to pay such amounts, Landlord shall have
            the same rights and remedies as otherwise provided in this lease for
            the failure of Tenant to pay rent.

      (c)   In Lieu Real Property Taxes
            If at any time during the term of this Lease, any authority having
            the power to tax, including without limitation any Federal, State,
            County, City government or any political subdivision thereof,
            hereinafter collectively referred to as "taxing authority" for
            purposes of this paragraph only, shall alter the methods and/or
            standards of taxation and assessment, hereinafter referred to as the
            "tax plan" for purposes of this article only, against the legal or
            equitable interests of Landlord in the Premises or the remainder of
            the Shopping Center or the underlying realty, in whole or in part,
            so as to impose a tax plan in lieu of or in addition to the tax plan
            in existence as of the date of this Lease, such taxes or assessments
            based upon such other tax plan, including without limitation: (i) a
            tax, assessment, excise, surcharge, fee, levy, penalty, bond or
            similar imposition, hereinafter collectively referred to as
            "impositions, of this Section only, on Landlord's right to rental

                                       8
<PAGE>

            or other income from the Premises or as against Landlord's business
            of leasing the Premises; (ii) any impositions in substitution or in
            lieu, partially or totally, of any impositions assessed upon real
            property prior to any such alteration in the tax plan (iii) any
            impositions allocable to or measured by the area of the Premises or
            the rental payable hereunder, including without limitation any
            impositions levied by any taxing authority with respect to the
            receipt of such rental or with respect to the possession, leasing,
            operation, management, maintenance, alteration, repair, use or
            occupancy by Tenant of the Premises or any portion thereof; (iv) any
            impositions upon the Lease transaction or any document to which
            Tenant is a party which creates or transfers any interest or estate
            in or to the Premises; or (v) any special, unforeseen or
            extraordinary impositions however described, shall be considered as
            "property tax costs" for the purposes of this Lease, excluding,
            however, all general income taxes, gift taxes, inheritance taxes and
            estate taxes.

9.    SECURITY DEPOSIT

       Concurrently with Tenant's execution of this Lease Tenant has deposited
       with Landlord a sum equivalent to the sum set forth in Section 1j)
       hereof. Said 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. If
       Tenant defaults with respect to any provision of this Lease, including,
       but not limited to the provisions relating to the payment of rent
       Landlord may (but shall not be required to) use, apply, or retain all or
       any part of this security deposit for the payment of any rent or any
       other sum in default, or for the payment of any amount which Landlord may
       spend or become obligated to spend by reason of Tenant's default. If any
       portion of said deposit is so used or applied Tenant shall, within five
       (5) days after written demand therefor, 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 default under this Lease. If the
       monthly Base Rent shall, from time to time, increase during the time of
       this Lease, Tenant shall, within five (5) days after written demand
       therefor, deposit with Landlord additional security so that the amount of
       security deposit held by Landlord shall at all times bear the same
       proportion to current Base Rent as Section 1(h) Landlord shall not be
       required to keep this security deposit separate from its general funds.
       and tenant shall not be entitled to interest on such deposit. If Tenant
       shall fully and faithfully perform every provision of this Lease to be
       performed by it, the security deposit or any balance thereof shall be
       credited against rent and other charges then unpaid, and the balance
       shall be returned to Tenant (or, at Landlord's option, to the last
       assignee of Tenant's interest hereunder) within thirty (30) days
       following expiration of the Lease term. In the event of termination of
       Landlord's interest in this Lease, Landlord shall transfer said deposit
       to Landlord's successor in Interest.

10.   Use

      (a)   Use
            Tenant shall use the Premises solely for the purpose of conducting
            the retail business described in Section I(c) of this Lease, and
            under the trade name set forth in Section 1(a) of this Lease Tenant
            shall not use, or permit the Premises to be used, for any other
            purpose or under any other trade name, whatsoever.

      (b)   Rule and Regulations
            Tenant shall at all times during the term of this Lease, at its sole
            cost and expense:

                                       9
<PAGE>

                  1.    Furnish, install and maintain in the Premises all of
                        Tenant's merchandise, furniture, trade fixtures, and
                        equipment (which, together with Tenant's leasehold
                        improvements, are referred to herein as "Tenant's
                        Properly") necessary for the operation of Tenant's
                        business;

                  2.    Maintain the Premises in a clean, neat, sanitary and
                        orderly condition, it being understood that no use shall
                        be made or permitted of the Premises, the common and
                        parking areas, or any part thereof, nor any acts done,
                        which will violate, make inoperative, or increase the
                        existing rate of any insurance policy at any time held
                        by or in any way for the benefit of Landlord pursuant to
                        any provision of this Lease;

                  3.    Tenant shall not sell, or suffer or permit to be kept,
                        used or sold in, upon or about the Premises any
                        gasoline, distillate or other petroleum products or any
                        other substance or material of an explosive,
                        inflammable, noxious, toxic, caustic or radiological
                        nature which may endanger any part of the Premises or
                        its occupants, business patrons or invitees, or present
                        any unusual fire, explosion or other damaging or
                        dangerous hazard or possibility of contamination;

                  4.    Refrain from committing or suffering to be committed any
                        strip of waste upon, or any unlawful, improper or
                        offensive use of, the Premises, or any public or private
                        nuisance or act or thing which may disturb the quiet
                        enjoyment of any other tenant, concessionaire, licensee
                        or occupant of the Shopping Center or the customers or
                        business invitees thereof;

                  5.    Keep all merchandise display windows in the Premises
                        suitably lighted during such hours as Landlord may
                        reasonably require, including periods other than or in
                        addition to the business hours of Tenant:

                  6.    Refrain from dumping, disposal, reduction, incineration
                        or other burning of any trash, papers, refuse or garbage
                        in or about the Premises or the common and parking
                        areas;

                  7.    Store all trash and garbage within the Premises in metal
                        containers so located as not to be visible to customers
                        and business invitees in the Shopping Center and so as
                        not to create or permit any health or fire hazard, and
                        arrange for the regular removal thereof;

                  8.    Refrain from using or permitting the use of the Premises
                        or any portion thereof as living quarters, sleeping
                        quarters or lodging rooms;

                  9.    Refrain from keeping, displaying or selling any
                        merchandise or any object outside the interior of the
                        premises, or on any portion of any sidewalks, walkway or
                        other portion of the parking and common area except
                        during special sales promotions

                  10.   Tenant shall not do or permit anything to be done in or
                        about the Premises which will in any way obstruct or
                        interfere with the rights of other tenants or occupants
                        of the Shopping Center, or injure or annoy them,

                                       10
<PAGE>

                        or use or allow the Premises to be used for any
                        improper, immoral, unlawful or objectionable purpose;
                        nor shall Tenant cause, maintain or permit any nuisance
                        in, on or about the Premises Tenant shall not commit
                        allow to be committed any waste in, or upon the
                        Premises;

                  11.   Tenant shall not permit any of Tenant's servants,
                        employees, agents or sublessees, to park any vehicles in
                        the common and parking areas of the Shopping Center. In
                        the event of any violation of the immediately preceding
                        sentence, Tenant shall pay to Landlord a penalty of
                        twenty dollars ($20.00) per day per violation.

In addition to the foregoing, Tenant shall at all times during the term hereof
comply with all the reasonable rules and regulations which Landlord may at any
time or from time to time establish concerning the use of the Premises and
common and parking areas for shipping, receiving, loading and unloading
merchandise; provided, however, that any such rule or regulation so made shall
not be inconsistent with any part of this Lease, shall not unreasonably
interfere with Tenant's use and enjoyment of the Premises, and shall be enforced
without discrimination among tenants similarly affected.

      (c)   Prohibited Operations
            No use or operation will be made, conducted or permitted on or with
            respect to all or any parts of the Shopping Center, which use or
            operation is obnoxious to or out of harmony with the operations of a
            first-class shopping center, including (but not limited to) the
            following: any noise or sound that is objectionable due to
            intermittence, beat, frequency, shrillness or loudness; any
            obnoxious odor; any warehouse (but any area for the storage of goods
            intended to be sold at any retail establishment in the Shopping
            Center shall not be deemed to be a warehouse), assembly, manufacture
            or distillation and "second hand" store, Army, Navy or Government
            "surplus" store, or a store commonly referred to as a "discount
            house, any trailer court, labor camp, junk yard, stock yard, or
            animal raising (other than pet shop); any drilling for and/or
            removal of subsurface substances; and any fire or bankruptcy sale or
            auction house operation.

      (d)   Continuous Operation
            Tenant expressly covenants to, and it is of the essence of this
            Lease that Tenant shall open for business on the Commencement Date
            (as herein defined), and shall continuously and uninterruptedly
            throughout the term hereof keep the Premises open for business
            during all hours established by the Landlord for the Shopping Center
            and, at Tenant's option, during any additional hours. In the event
            the hours during which the Shopping Center is legally permitted to
            be open for business are regulated by any authority claiming
            jurisdiction, then Landlord shall be the sole judge of which hours
            and days shall be the Shopping Center business hours. Tenant further
            agrees that all such times it shall have upon the Premises a
            sufficient number of employees and a sufficient stock of merchandise
            adequately to serve the patrons thereof, and will in general employ
            its best judgment, efforts and abilities to produce the maximum
            volume of sales from the Premises.

11.   Compliance with Law

      Tenant shall not use the Premises, or permit anything to be done in or
      about the Premises or the common and parking areas, which will in any way
      conflict with any law, statute, ordinance or governmental rule or
      regulation now in force or which may hereafter be enacted or promulgated.
      Tenant shall, at its sole cost and expense, promptly comply with all laws,
      statutes, ordinances and

                                       11
<PAGE>

      Governmental rules, regulations and requirements now in force or which may
      hereafter be in force, and with the requirements of any board of fire
      underwriters or other similar bodies now or hereafter constituted,
      relating to or affecting the condition, use or occupant of the Premises,
      excluding structural charges rot related to or affected by Tenant's
      improvements or acts. The judgment of any court of competent jurisdiction
      or the admission of Tenant in any action against Tenant, whether Landlord
      be a party thereto or not, that Tenant has violated any law, statute,
      ordinance or governmental rule, regulation or requirement, shall be
      conclusive of that fact as between the Landlord and Tenant.

12.   Alterations and Additions

      Tenant shall not make or allow to be made any alterations, additions, or
      improvements to the Premises or any part thereof (except non-structural
      and non-systemic, i.e., HVAC, plumbing or electrical, interior alterations
      costing no more than $2,500 in any calendar year) without first obtaining
      the written consent of Landlord, which consent shall not unreasonably be
      withheld. Any alterations, additions or improvements to or of said
      Premises including, but not limited to, wall coverings, paneling and
      built-in cabinet work (but excepting movable furniture and trade
      fixtures), shall upon expiration or sooner termination of the Lease become
      a pad of the realty and belong to the Landlord and shall be surrendered
      with the Premises All alterations and additions to the Premises shall
      conform to applicable local building, health, and safety codes, and Tenant
      shall obtain all necessary and applicable building permits prior to
      commencement of construction. In the event Landlord consents to the making
      of any alterations, additions or improvements to the Premises by Tenant,
      the same shall be made by Tenant at Tenant's sole cost and expense Upon
      the expiration or sooner termination of the term hereof, Tenant shall,
      upon written demand by Landlord, given at least thirty (30) days prior to
      the end of the term, at Tenant's sole cost and expense, repair any damage
      to the Premises caused by such removal.

13.   REPAIRS

      (a)   Tenant's Responsibilities
            Tenant shall, at Tenant's sole cost and expense, keep the Premises
            and every part thereof in good condition and repair (except as
            hereinafter provided with respect to Landlord's obligations)
            including without limitation, the maintenance, replacement and
            repair of any storefront, doors, window casements, glazing,
            plumbing, pipes, electrical wiring and conduits, heating and air
            conditioning system (when there is an air conditioning system).
            Tenant shall obtain a service contract for repairs and maintenance
            contract to conform to the requirements under the warranty, if any,
            on said system. If this Lease covers premises in which food is
            prepared, sold or consumed, Tenant covenants regularly to inspect
            and maintain in good order and repair all grease traps, vent hoods
            and pans, to provide a minimum monthly cleaning of all hood filters
            and grease traps by a contractor approved by Landlord in writing.
            All vent hoods are to be equipped with a UL approved automatic
            extinguisher system satisfactory to Landlord's architect. Any damage
            to adjacent premises caused by Tenant's use of the Premises shall be
            repaired by Tenant at the sole cost of Tenant.

      (b)   Landlord's Responsibility
            Notwithstanding the provisions of Section 13(a) hereinabove,
            Landlord shall repair and maintain the structural portions of the
            building of which the Premises are a part, including the exterior
            walls and roof, unless such maintenance and repairs are caused in
            part or in whole by the act, neglect, fault or omission of any duty
            by the Tenant, its agents, servants, employees, invitees, or any
            damage caused by breaking and entering, in which case

                                       12
<PAGE>

            Tenant shall reimburse Landlord for the actual cost of such
            maintenance and repairs. Landlord shall not be liable for any
            failure to make such repairs or to perform any maintenance, unless
            such failure shall persist for an unreasonable time after written
            notice of the need of such repairs or maintenance is given to
            Landlord by Tenant. Except as provided in Section 25 hereof, there
            shall be no abatement of rent and no liability of Landlord by reason
            of any injury or interference with Tenant's business arising from
            the making of any repairs alterations or improvements in or to any
            portion of the Shopping Center or the Premises, or in or to
            fixtures, appurtenances and equipment therein. tenant waives the
            right to make repairs at Landlord's expense under any law, statute
            or ordinance now or hereafter in effect.

14.   LIENS

      Tenant shall keep the Premises and the property in which the Premises are
      situated free from any liens arising out of any work performed, materials
      furnished or obligations incurred by or on behalf of Tenant. Landlord may
      require, at Landlord's sole option, that Tenant shall provide to Landlord,
      at Tenant's sale cost and expense, a lien and completion bond in an amount
      equal to one and one- half (1 1/2) limes the estimated cost of any
      improvements, additions or alterations in the Premises which the Tenant
      desires to make, to insure Landlords against any liability for mechanics'
      or materialmen's liens and to insure completion of the work. If Tenant
      desires to contest any claim of lien, it shall within fifteen (15) days
      after the filing of the lien for record, furnish Landlord with cash
      security in the amount of the claim of lien, plus estimated costs and
      interest, or shall furnish Landlord with a bond of a discharge of the
      lien. Nothing contained herein shall prevent Landlord, at the cost and for
      the account of Tenant, from obtaining and filing a bond conditioned upon
      the discharge of such lien, in the event Tenant fails or refuses to
      furnish the same within said fifteen (15) day period Immediately upon
      entry of final judgment in any such action in which Tenant contests any
      such claim of lien, any pad thereof, and within fifteen (15) days after
      the filing of any lien for record which Tenant does not contest, Tenant
      shall fully pay and discharge such judgment or lien, as the case may be,
      and Tenant shall reimburse Landlord upon demand for any and all loss,
      damage and expense, including reasonable attorneys' fees, which Landlord
      may suffer or be put to by reason thereof. Nothing contained herein shall
      prevent Landlord, at the cost and for the account of Tenant, from
      satisfying any such judgment or lien, as the case may be, in the event
      Tenant fails or refuses to satisfy the same as herein provided.

15.   ASSIGNMENT AND SUBLETTING

      (a)   Limitations
            Tenant shall not either voluntarily, or by operation of law, assign,
            transfer, mortgage, pledge, hypothecate or encumber this Lease or
            any interest therein, and shall not sublet the said Premises or any
            part thereof, or any right or privilege appurtenant thereto, to
            allow any other person (employees, agents, servants and invitees of
            Tenant excepted), to occupy or use the said Premises, or any portion
            thereof, without first obtaining the written consent of Landlord. A
            consent to one assignment, subletting, occupation or use by any
            other person shall not be deemed to be consent to any subsequent
            assignment, subletting, occupation or use by another person. Consent
            to any such assignment or subletting shall in no way relieve Tenant
            of any liability under this Lease. Any such assignment or subletting
            without such consent shall be void, and shall, at the option of the
            Landlord, constitute a default under the terms of this Lease.

                                       13
<PAGE>

      (b)   Reimbursement
            In the event that Landlord shall consent to a sublease or assignment
            hereunder, Tenant shall reimburse Landlord is reasonable attorneys'
            fees, not to exceed Five Hundred and No/100ths ($500.00) Dollars,
            incurred in connection with the processing of documents necessary to
            effectuate the same in accordance with this Lease.

      (c)   No Unreasonable Withholding of Consent
            Landlord shall not unreasonably withhold its consent to an
            assignment or subletting for a permitted use and under the same
            trade name as provided in Section 1(c). The foregoing Is not
            intended to imply any waiver of Landlord's reservation of the
            absolute right to disapprove assignments of subleases for uses that
            diner in any material respect from the use expressly permitted in
            Section l(c) of this Lease, or of Landlord's right to withhold
            consent on any other commercially reasonable basis. In determining
            whether or not to consent to the proposed assignment or subleasing,
            Landlord may consider, among other factors, the experience and
            business reputation for the proposed sublease or assignee in
            operating a business for the use set forth in Section l(c), whether
            the existing level of sales volume is likely to be sustained by the
            prospective assignee or subtenant, whether Landlord's consent will
            result in a breach of any other lease or agreement to which Landlord
            is a party affecting the Shopping Center, the effect on the "tenant
            mix" or "balance" in the Shopping Center that Landlord is trying to
            maintain or to achieve, and whether the proposed sublessee or
            assignee has a net worth equal to or greater than Tenant. If
            Landlord does not consent to Tenant's assignment or subleasing of
            all or any portion of the Premises, the Base Rent set forth in
            Section 1(h) of this Lease shall be deemed to be changed to equal
            the sum of the Base Rent plus one-twelfth (1112) the Percentage Rent
            required to be paid by Tenant pursuant to this Lease during the
            twelve (12) month period immediately preceding such assignment or
            subletting. No consent by Landlord to any assignment or subletting
            by Tenant shall relieve Tenant of any obligation to be performed by
            Tenant under this Lease, whether occurring before or after such
            consent, assignment or subletting. The acceptance of rent by
            Landlord from any other person shall not be deemed a waiver by
            Landlord of any provision of this Lease, or to be a consent to any
            assignment, subletting or other transfer, or to be a release of
            Tenant from any obligation under this Lease Each assignee or
            subtenant shall jointly assume all obligations of the Tenant under
            this Lease, and shall be and remain liable jointly with Tenant for
            the payment of rent, and for the due performance of all the terms,
            covenants, conditions and agreements herein contained on Tenant's
            part to be performed for the term of this Lease. No assignment shall
            be binding on Landlord unless such assignee or sublessee shall
            deliver to Landlord a counterpart of such assignment or sublease
            (and any related collateral agreements) and an instrument in
            recordable form which contains a covenant of assumption by the
            assignee or sublessee. Such an instrument of assumption shall not
            waive, release or discharge the assignee or sublessee from its
            liability. If Tenant is a partnership, a transfer of any interest of
            a general partner, a withdrawal of any general partner from the
            partnership, or the dissolution of the partnership, shall be deemed
            to be an assignment of this Lease. If Tenant is a corporation,
            unless Tenant is a public corporation, viz., whose stock is
            regularly traded on a national stock exchange, or is regularly
            traded in the over-the-counter market and quoted on NASDAQ, any
            dissolution, merger, consolidation, or other reorganization of
            Tenant or sale or other transfer of a percentage of capital stock of
            Tenant which results in a change of controlling persons, or the sale
            or other transfer of substantially all of the assets of Tenant,
            shall be deemed to be an assignment of this Lease.

                                       14
<PAGE>

      (d)   Assignment as a Result of Tenant's Bankruptcy
            (i) In the event this Lease is assigned to any person or entity
            pursuant to provisions of the Bankruptcy Code, 11 USC 1101, et seq.
            (the "Bankruptcy Code"), any and all monies or other consideration
            payable or otherwise to be delivered in connection with such
            assignment shall be paid or delivered to Landlord, shall remain the
            exclusive property of Landlord, and shall not constitute property of
            Tenant or of the estate of Tenant within the meaning of the
            Bankruptcy Code. Any and all monies or other consideration
            constituting Landlord's property under the preceding sentence not
            paid or delivered to Landlord shall be held in trust for the benefit
            of Landlord and be promptly paid to or turned over to Landlord; (ii)
            If Tenant, pursuant to this Lease, proposes to assign the same
            pursuant to the provision of the Bankruptcy Code, any person or
            entity who shall have made a bona fide offer to accept an assignment
            of this Lease on terms acceptable to Tenant, then notice of the
            proposed assignment setting forth (a) the name and address of such
            person, (b) all of the terms and conditions of such offer, and (c)
            the assurances referred to in Section 365 (b)(3) of the Bankruptcy
            Code, shall be given to the Landlord by the Tenant no later than
            twenty (20) days after receipt of such offer by the Tenant, but in
            any event no later than ten (10) days prior to the date that Tenant
            shall make application to a court of competent jurisdiction for
            authority and approval to enter into such assignment and assumption,
            and Landlord shall thereupon have the prior right and option, to be
            exercised by notice to the Tenant given at any time prior to the
            effective date of such proposed assignment, to accept an assignment
            of this Lease upon the same terms and conditions and for the same
            consideration, if any, as the bona tide offer made by such person,
            less any brokerage commissions which may be payable out of the
            consideration to be paid such person for the assignment of this
            Lease; (iii) Any person or entity to which this Lease is assigned
            pursuant to the provisions of the Bankruptcy Code shall be deemed
            without further act or deed to have assumed all of the obligations
            arising under this Lease on or after the date of such assignment.
            Any such assignee shall, upon demand, execute and deliver to
            Landlord an instrument confirming such assumption; (iv) The
            following factors may be considered by the Landlord as necessary in
            order to Determine whether or not the proposed assignee has
            furnished Landlord with adequate assurances of its ability to
            perform the obligations of this Lease:

                  1.    The adequacy of a security deposit.

                  2.    Net worth and other financial elements of the proposed
                        assignee.

                  3.    Demonstration that percentage rent will not decline
                        substantially and that assumption or assignment will not
                        disrupt substantially the tenant mix or balance in the
                        Shopping Center;

            (v) It is hereby acknowledged that this is a lease within a shopping
            center within the meaning of Section 365(b)(3) of the Bankruptcy
            Code; (vi) In the event Landlord rejects the proposed assignee, the
            rights and obligations of the parties hereto shall continue to be
            governed by the terms of this Lease, and Tenant shall have all the
            rights of a Tenant under applicable California law.

      (e)   Effect of Violation
            Any purported assignment, mortgage, pledge, hypothecation,
            encumbrance, subletting or license of this Lease, the leasehold
            estate hereby created, or the Premises or any portion thereof,
            either voluntarily or involuntarily, whether by operation of law or
            otherwise, or any other action by Tenant in violation of the
            restrictions set forth in this Section, shall be null and void and
            shall, at the option of Landlord, terminate this Lease.

                                       15
<PAGE>

16.   HOLD HARMLESS

      Tenant shall indemnify and hold harmless Landlord against and from any and
      all claims arising from Tenant's use of the Premises, common and parking
      areas, or from the conduct of its business or from any activity, work, or
      other things done, permitted or suffered by the Tenant in or about the
      Premises, common and parking areas, and shall further indemnify and hold
      harmless Landlord against and from any and all claims arising from any
      breach or default in the performance of any obligation on Tenant's part to
      be performed under the terms of this Lease, or arising from any act or
      negligence of the Tenant, or any officer, agent, employee, guest, or
      invitee of Tenant, and from all costs, attorneys' fees, and liabilities
      incurred in or about the defense of any such claim or any action or
      proceeding brought thereon, and in case any action or proceeding be
      brought against Landlord by reason of such claim, Tenant upon notice from
      Landlord shall defend the same at Tenant's expense by counsel reasonably
      satisfactory to Landlord Tenant, as a material part of the consideration
      to Landlord, hereby assumes all risk of damage to property or injury to
      persons in, upon or about the Premises, common and parking areas and
      Tenant hereby waives all claims in respect thereof against Landlord,
      except for personal injuries caused solely by Landlord's negligence.
      Tenant shall give prompt notice to Landlord in case of casualty or
      accidents in the Premises.

17.   INSURANCE

      (a)   Liability Insurance
            Tenant agrees, at Tenant's sole cost and expense, to procure and
            maintain throughout the term of this Lease, a policy or policies of
            insurance insuring Landlord and Tenant from all claims, demands or
            actions for injury to or death of any person or persons, howsoever
            occasioned, and property damage, with liability limits of not less
            that $2,000,000 combined single limit per occurrence for personal
            Injury or death and/or property damage claims made by or on behalf
            of any person or persons, firm or corporation arising from, related
            to, or made by or on behalf of any person or persons, firm or
            corporation arising from, related to or connected with the conduct
            and operation of Tenant's business in the Shopping Center Landlord
            may require Tenant to increase said insurance liability limit, not
            more than once per Lease Year, as reasonably necessary Landlord (and
            at Landlord's option. any other persons, firms, or corporations
            designated by Landlord) shall be named as an additional insured on
            any such policy of insurance Tenant shall carry like coverage
            against loss or damage by boiler or internal explosion by boilers,
            if there is a boiler in the Premises Said insurance shall not be
            subject to cancellation except after at least ten days' prior
            written notice to Landlord, and the policy or policies, or duly
            executed certificates for the same, together with satisfactory
            evidence of the payment of the premiums thereon, shall be deposited
            with Landlord at the commencement of the term and any renewals
            thereof not less than thirty (30) days prior to the expiration of
            the term of such coverage if Tenant fails to comply with such
            requirement, Landlord may obtain such insurance and keep the same in
            effect, and Tenant shall pay to Landlord the premium cost thereof
            upon demand, together with interest at the maximum legal rate on all
            sums advanced by Landlord, plus a 25% handling charge.

      (b)   Property insurance
            Tenant agrees to procure and maintain fire and extended coverage
            insurance in an amount equal to at least one hundred percent (100%)
            of the replacement cost of Tenant's furniture, fixtures,
            merchandise, inventory, signs, equipment and personal property
            located in, on or about the Premises. Tenant does hereby agree that
            is shall not make any

                                       16
<PAGE>

            claim against or see to recover from Landlord any loss or damage to
            its property or the property of others, resulting from any hazard
            insurable against by such policy

      (c)   Generally
            If Tenant shall fail to procure and maintain any of the above
            described insurance coverage, Landlord may, but shall not be
            required to, procure and maintain same, but at the expense of
            Tenant. All insurance required hereunder shall be in companies rated
            AAA or better in Best's Insurance Reports. Tenant shall deliver to
            Landlord, poor to right of entry, copies of policies of liability
            and property damage insurance required herein of certificates
            evidencing the existence and amounts of such insurance with loss
            payable clauses satisfactory to Landlord. No policy shall be
            cancellable or subject to reduction of coverage, except upon thirty
            (30) days prior written notice to Landlord. All such policies shall
            be written as primary policies not contributing with and not in
            excess of coverage which Landlord may carry.

      (d)   Subrogation
            Landlord and Tenant hereby mutually waive their respective rights of
            recovery against each other for any loss insured by fire, extended
            coverage and other property any special endorsements, if required by
            their insurer to evidence compliance with the aforementioned waiver.


18.   UTILITIES

      Tenant shall pay for all water, gas, heat, light, power, sewer charges,
      telephone service and all other services and utilities supplied to the
      Premises, together with any taxes thereon. If any such serviced are not
      separately metered to Tenant, Tenant shall pay a reasonable proportion to
      be determined by Landlord of all charged jointly metered with other
      premises

19.   PERSONAL PROPERTY

      Tenant shall pay, or cause to be paid, before delinquency any and all
      taxes levied or assessed and which become payable during the term hereof
      upon all Tenant's leasehold improvements, equipment, furniture, fixtures,
      and any other personal property located in the Premises. In the event any
      or all of the Tenant's leasehold improvements, equipment, furniture,
      fixtures and other personal property shall be assessed and taxed with the
      real property Tenant shall pay to Landlord its share of such taxes within
      ten (10) days after delivery to Tenant by Landlord of a statement in
      writing setting forth the amount of such taxes applicable to Tenant's
      property.

20.   COMPETITIVE BUSINESS

      Tenant agrees that if Tenant or Tenant's franchiser or licensor, either
      directly or indirectly, as an individual or as a member of a partnership
      or as a stockholder, director, officer or employee of a corporation, or
      pursuant to a franchise or license agreement, owns, operates, manages or
      engages in any similar or competing business within the radius set forth
      in Paragraph 1(l), Tenant's gross sales (as the term "gross sales" is
      defined herein) in, upon or from said similar or competing business shall
      be added to, included in and deemed to be a part of Tenant's gross sales
      hereunder, and the same shall be computed and accounted for to Landlord in
      the same manner herein provided for the computation and accounting of
      Tenant's gross sales in, upon or from the Premises.

                                       17
<PAGE>

21.   HOLDING OVER

      If Tenant remains in possession of the premises or any part thereof after
      the expiration of the term hereof without the express written consent of
      Landlord, such occupancy shall be a tenancy from month to month at a
      monthly rental in the amount of twice the last monthly Base Rent, plus all
      other charges payable hereunder, and upon all the terms hereof applicable
      to a month to month tenancy.

22.   ENTRY BY LANDLORD

      Landlord reserves and shall have the right, at any and all limes during
      the customary business hours, to enter the Premises to inspect the same,
      to submit said Premises to prospective purchasers of tenants, to post
      notices of non-responsibility, to repair the Premises and any portion of
      the Shopping Center of which the Premises are a part that Landlord may
      deem necessary and desirable, without abatement of rent, and may for that
      purpose erect scaffolding and other necessary structures where reasonably
      required by the character of the work to be performed, always providing
      that the entrance to the Premises shall not be unreasonably blocked
      thereby, and further providing that the business of the Tenant shall not
      be interfered with unreasonably. Tenant hereby waives any claim for
      damages, or for any injury or inconvenience to or interference with
      Tenant's business, or for any loss of occupancy or quiet enjoyment of the
      Premises, and any other loss occasioned thereby. For each of the aforesaid
      purposes. Landlord shall at all times have and retain key with which to
      unlock all of the doors in, upon and about the Premises, excluding
      Tenant's vaults, safes and files, and Landlord shall have the right to use
      any and all means which Landlord may deem proper to open said doors in an
      emergency, in order to obtain entry to the Premises without liability to
      Tenant except for any failure to exercise due care for Tenant's property,
      and any entry to the Premises obtained by Landlord by any of said means,
      or otherwise, shall not under any circumstances be construed or deemed to
      be a forcible or unlawful entry into, or a detainer of, the Premises, or
      an eviction of Tenant from the Premises or any portion thereof.

23.   TENANT'S DEFAULT

      (a)   Any of the following events shall constitute a default under this
            Lease by Tenant:

            (i)   Failure by Tenant to make any payment of rent or other payment
                  required by this Lease when the same is due, and the
                  continuance of such failure for a period of three (3) days
                  after written notice thereof from Landlord to Tenant;

            (ii)  The vacating (except as may be necessary to facilitate the
                  reoccupancy of the Premises for a permitted use pursuant to an
                  assignment or subletting authorized under the terms hereof) or
                  the abandoning (which is deemed to include absence from the
                  Premises for more than ten (10) days while in default of any
                  material provision of this Lease) of the Premises by Tenant;

            (iii) Except as expressly permitted under this Lease, any attempted
                  conveyance, assignment, mortgage or subletting of this Lease;

            (iv)  The making by Tenant of any general assignment or general
                  arrangement for the benefit of creditors; the filing by or
                  against Tenant of a petition to have Tenant adjudged a
                  bankrupt or a petition for reorganization or arrangement under
                  any law related to bankruptcy (unless, in the case of a
                  petition filed against Tenant, the same is dismissed within
                  sixty (60) days); the taking of any action at the

                                       18
<PAGE>

                  corporate or partnership level by Tenant to authorize any of
                  the foregoing actions on behalf of Tenant; the appointment of
                  a trustee or receiver to take possession of substantially all
                  of Tenant's assets located at the Premises or of Tenant's
                  interest in this Lease unless possession is restored to Tenant
                  within thirty (30) days; or the attachment, execution or other
                  judicial seizure of substantially all of Tenant's interest in
                  this Lease, where such seizure is not discharged within thirty
                  (30) days;

            (v)   The failure by Tenant to observe or perform any material
                  covenant, condition, or provision in this Lease not already
                  specifically mentioned in this Section 23(a), where such
                  failure continues for thirty (30) days after written notice
                  from Landlord notifying Tenant of such failure; provided,
                  however, that if the nature of Tenant's failure is such that
                  more than thirty (30) days are reasonably required for its
                  cure, then Tenant shall not be in default if it begins such
                  cure within the thirty (30) day period described above and
                  thereafter diligently prosecutes such cure to completion.

      (b)   In the event of any default by Tenant, Landlord may promptly or at
            any lime thereafter, upon notice and demand and without limiting
            Landlord in the exercise of any other right or remedy which Landlord
            may have by reason of such default or breech:

            (i)   Terminate Tenant's right to possession of the Premises by any
                  lawful means, in which case this Lease shall terminate and
                  Tenant shall immediately surrender possession of the Premises
                  to Landlord. In such event, Landlord shall be entitled to
                  recover from Tenant:

                  (A)   The worth at the time of award of the unpaid rent which
                        had been earned at the time of termination:

                  (B)   The worth at the time of award of the amount by which
                        the unpaid rent which would have been earned after
                        termination until the time of the award exceeds the
                        amount of such rental loss that Tenant proves could have
                        been reasonably avoided;

                  (C)   The worth at the time of award of the amount by which
                        the unpaid rent for the balance of the term after the
                        time of award exceeds the amount of such rental loss the
                        Tenant proves can reasonably be avoided; and

                  (D)   Any other amount necessary to compensate Landlord for
                        all detriment proximately caused by Tenant's failure to
                        perform its obligations under this Lease of which in the
                        ordinary course of things would be likely to result
                        therefrom, including, but not limited to, the cost of
                        recovering possession of the Premises; expenses of
                        reletting (including advertising), brokerage commissions
                        and fees, costs of putting the Premises in good order,
                        condition and repair, including necessary renovation and
                        alteration or the Premises, reasonable attorneys' fees,
                        court costs, all costs for maintaining the Premises, all
                        costs incurred in the appointment of and performance by
                        a receiver to protect the Premises or Landlord's
                        interest under the Lease, and any other cost.

                                       19
<PAGE>

The "worth at the time of award" of the amounts referred to in subsections (A)
and (B) above shall be computed by allowing interest at the rate of twelve
percent (12%) per annum. The "worth at the time of award" of the amount referred
to in subsection (C) above shall be computed by discounting such amount at one
(1) percentage point above the discount rate of the Federal Reserve Bank of San
Francisco at the time of award; or

            (ii)  Pursue any other remedy now or hereafter available to Landlord
                  under the laws judicial decisions of the State of California.

      (c)   Even though Tenant has breached this Lease and abandoned the
            Premises, at Landlord's option this lease shall continue in effect
            for so long as Landlord does not terminate Tenant's right to
            possession, and Landlord may enforce all of its rights and remedies
            hereunder, including the right of recover rent as it comes due under
            this Lease, and in such event Landlord will permit Tenant to sublet
            the Premises or to assign his interest in the Lease, or both, with
            the consent of Landlord, which consent will not unreasonably be
            withheld provided the proposed assignee or sublessee is reasonably
            satisfactory to Landlord as to credit and will occupy the Premises
            for the same purposes specified herein, and such tenancy is not
            inconsistent with Landlord's commitments to other tenants in the
            Building. For purposes of this subsection (c), the following shall
            not constitute a termination of Tenant's right to possession: (i)
            acts of maintenance or preservation or efforts to relet the
            Premises; or (ii) the appointment of a receiver under the initiative
            of Landlord to protect Landlord's interest under this Lease.

      (d)   Should Landlord at any time terminate this Lease for any default,
            breach or failure of Tenant hereunder, then, in addition to any
            other rights or remedies available to Landlord hereunder or by law
            provided, Landlord may have and recover from Tenant all damages
            Landlord may incur by reason of such default, breach or failure
            including, without limitation, damages for loss of Percentage Rent
            determined in accordance with Section 23(e) hereof, all costs of
            recovering possession, all costs and expenses of any re-letting
            including, without limitation all costs alterations and repairs,
            dividing and subdividing, of the Premises in connection therewith,
            all brokerage commissions or other similar expenses of Landlord in
            connection with such re-letting, or, at the option of Landlord,
            Landlord may have and recover from Tenant the worth at the time of
            termination of this Lease, of the excess, if any, of the total Base
            Rent and Percentage Rent and other charges reserved in this Lease
            for the remainder of the ten hereof, over the then reasonable rental
            value of the Premises for the same period, all of which amounts,
            including attorneys' fees of Landlord, shall be immediately due and
            payable by Tenant to Landlord.

      (e)   Should Landlord at any time terminate this Lease for any default,
            breach or failure of Tenant to satisfy its obligations, hereunder,
            the rent for each month of the balance of the Lease term hereof
            shall be deemed to be an amount equal to the average (computed on
            and adjusted to a monthly basis) of the total Base Rent, Percentage
            Rent and other charges paid or payable by Tenant to Landlord
            hereunder annually during the three (3) full Lease Years immediately
            preceding the date of the default. It is agreed that, if there shall
            rot have been three (3) full Lease Years immediately preceding the
            date of default, it would be impracticable or extremely difficult to
            prove what amount of Percentage Rent hereunder would have been paid
            or payable hereunder by Tenant throughout the balance of the term of
            this Lease if Tenant had not defaulted, and no other remedy would be
            adequate, convenient or feasible. Accordingly, the parties agree
            that, in such event, the amount of the Percentage Rent which would
            have been paid or payable by Tenant each

                                       20
<PAGE>

            month throughout the term of this Lease if Tenant had not defaulted
            shall be whichever of the following sums is the greater:

            (i)   A sum equal to twenty-five percent (25%) of the Base Rent, or

            (ii)  An amount equal to the average, computed on and adjusted to a
                  monthly basis, of the total Percentage Rentals paid by Tenant
                  from the period from the Commencement Date to the date of
                  default.

      (f)   Tenant hereby acknowledges that late payment by Tenant to Landlord
            of rent and other charges due under this Lease will cause Landlord
            to incur costs not contemplated by this Lease, the exact amount of
            which will be extremely difficult to ascertain. Such costs include,
            but are not limited to processing and accounting charges, and late
            charges which may be imposed on Landlord by the terms of any
            mortgage or trust deed covering the Premises. Accordingly, if any
            installment of rent or any charge due from Tenant is not received by
            Landlord or Landlord's designee within ten (10) days after such
            amount shall be due, then, at Landlord's election and upon
            Landlord's demand, Tenant shall pay to Landlord a late charge equal
            to fifteen percent (15%) of such overdue amount, and in such event
            the parties hereby agree that such late charge represents a fair and
            reasonable estimate of the costs Landlord will incur by reason of
            the late payment by Tenant. No late charge may be imposed more than
            once for the same late rental payment. Acceptance of such late
            charge by Landlord shall in no event constitute a waiver of Tenant's
            default with respect to such overdue amount, nor prevent Landlord
            from exercising any other rights and remedies granted to it
            hereunder.

      (g)   In the event of the occurrence of any of the events specified in
            Section 23(a)(iv), if Landlord shall not choose to exercise, or by
            law shall not be able to exercise, its rights hereunder to terminate
            this Lease upon the occurrence of such events, then, in addition to
            any other rights of Landlord hereunder or by law, neither Tenant, as
            debtor-in- possession, nor any trustee or other person (hereinafter
            collectively called the "Assuming Tenant") shall be entitled to
            assume this Lease unless, on or before the date of such assumption,
            the Assuming Tenant cures or provides adequate assurance that the
            latter will promptly cure any existing default under this Lease and
            will promptly compensate Landlord for any pecuniary loss (including,
            without limitation, attorneys' fees and disbursements) resulting
            from such default, and provides adequate assurance of future
            performance under this Lease, it being covenanted and agreed by the
            parties that, for such purposes, any cure or compensation shall be
            effected by the immediate correction or bonding of any non-monetary
            default; and "adequate assurance" of such cure or compensation shall
            be effected by the establishment of an escrow fund for the amount at
            issue or by bonding, it being covenanted and agreed by Landlord and
            Tenant and the foregoing provision has a material part of the
            consideration for this Lease.

      (h)   All covenants and agreements to be performed by Tenant under any of
            the terms of the Lease shall be at its sole cost and expense and,
            except as otherwise specifically provided herein, without any
            abatement of rent. If Tenant shall fail to pay any sum of money,
            other than rent, required to be paid by it hereunder or shall fail
            to perform any other act on its part to be performed hereunder, and
            such failure shall continue for thirty (30) days after notice
            thereof by Landlord, Landlord may, but shall not be obligated so to
            do, and without waiving any rights of Landlord or releasing Tenant
            from any obligations of Tenant hereunder, make such payment or
            perform such other ad at Tenant's cost. All sums so paid by Landlord
            and all such necessary incidental costs together with interest

                                       21
<PAGE>

            thereon from the date of such payment by Landlord in connection with
            the performance of any such payment by Landlord in connection with
            the performance of any such act by Landlord shall be considered rent
            hereunder. Except as otherwise in this Lease expressly provided,
            such rent shall be payable to Landlord on demand, or at the option I
            Landlord, in such installments as Landlord may elect and may be
            added to any other rent then due or thereafter becoming due under
            this Lease, and Landlord shall have (in addition to any other right
            or remedy of Landlord) the same rights and remedies in the event of
            the nonpayment thereof by Tenant as in the case of default by Tenant
            in the payment of any other rent due hereunder.

24.   DEFAULT BY LANDLORD

      (a)   Landlord shall not be in default unless Landlord fails to perform
            obligations required of Landlord within a reasonable time, but in no
            event later than thirty (30) days after written notice by Tenant to
            Landlord specifying wherein Landlord has failed to perform such
            obligation: provided, however, that if the nature of Landlord's
            obligation is such that more than thirty (30) days are required for
            performance then Landlord shall not be in default in Landlord
            commences performance within such thirty (30) day period and
            thereafter diligently prosecutes the same to completion, in no event
            shall Tenant have the right to terminate this Lease as a result of
            Landlord's default, and Tenant's remedies shall be limited to
            damages.

      (b)   Should Landlord fail to observe or perform any of the covenants or
            conditions contained in the Lease, Tenant shall give written notice
            to all beneficiaries of deeds of trust recorded against the real
            property of which the Premises are a part, setting forth the nature
            of Landlord's default. Such lenders shall have a reasonable period
            of time to cure the default and perform any act which may be
            necessary to prevent the forfeiture of the rights of Landlord under
            this Lease and a termination of this Lease as if the payments and
            acts were performed by Landlord instead of by the lenders. If the
            lenders cannot reasonably lake the action required to cure
            Landlord's default without foreclosing Landlord's interest and being
            in possession of the Building, the time within which the default
            must be cured to avoid a termination of forfeiture of the Lease
            shall be extended to include the period of time required for such
            lenders to obtain possession and to effect a cure with due diligence
            if such lender gives Tenant a written agreement to cure the default.
            In the absence of title lenders' express written consent, such an
            agreement by the lenders shall not be considered an assumption by
            the lenders of Landlord's other obligations under the Lease and
            Landlord shall remain solely liable for the performance of all
            terms, covenants and conditions of the Lease both prior and
            subsequent to the lenders' exercise of any right to cure or waiver
            of a breach or default under the r7ote, deed of trust, or any other
            instrument given as security.

25.   RECONSTRUCTION

      (a)   If, at any time after the execution of this Lease, the Premises, or
            any portion thereof, should be damaged or destroyed by any casualty
            insured under any fire and extended coverage insurance policy or
            policies, the following provisions shall govern the rights and
            obligations of Landlord and Tenant:

            (i)   If such damage or destruction occurs during the last two (2)
                  years of the term of this Lease and is to the extent of
                  twenty-five percent (25%) or more of the then current actual
                  cash value of the improvements so damaged (whether or not

                                       22
<PAGE>

                  Tenant elects to pay for such repair or restoration), either
                  party may elect to terminate this Lease by giving at least
                  fifteen (15) days written notice of its said election to the
                  other patty, such notice to be given within thirty (30) days
                  after the date of such damage or destruction. If neither party
                  shall so elect to terminate this Lease, the parties shall
                  repair, reconstruct or restore the Premises in accordance with
                  the provisions of subparagraph (iii), below.

            (ii)  Irrespective of the extent of such damage or destruction, if
                  the proceeds received or to be received by Landlord by reason
                  of such damage or destruction under any such fire and extended
                  coverage insurance policy or policies fire and extended
                  coverage insurance policy or policies required on the part of
                  the Landlord to be maintained hereunder are, in the judgment
                  of Landlord, inadequate to repair, construct or restore the
                  shell and structural portions of the Premises to the condition
                  in which the shell and structural portions of the Premises
                  were immediately prior to such damage or destruction (unless
                  Tenant elects to reimburse Landlord for such deficiency),
                  Landlord may elect to terminate this Lease by giving at least
                  fifteen (15) days written notice of its said election to
                  Tenant, such notice to be given within thirty (30) days after
                  Landlord ascertains that such proceeds are inadequate for that
                  purpose. If Landlord shall not so elect to terminate this
                  Lease, then Landlord shall repair, reconstruct or restore the
                  shell and structural portions of the Premises in accordance
                  with the provisions of subparagraph (iii), below The repair
                  and restoration of items not provided at Landlord's expense
                  shall be the obligation of Tenant. Tenant understands that
                  Landlord will not carry insurance of any kind of Tenant's
                  interior, nonstructural improvements, storefront, furniture,
                  furnishings, fixtures, equipment or other personal property,
                  and that Landlord shall not be obligated to repair any damage
                  thereto or replace the same.

      (b)   If at any time after the execution of this Lease the improvements on
            the Premises or any portion thereof should be damaged or destroyed
            by any casualty not required on the part of the Landlord to be
            insured against hereunder, and the cost of repair exceeds one
            month's Base Rent, then Landlord may, but shall have no obligations
            to, elect and repair, reconstruct or restore the Premises after any
            such damage or destruction thereto by giving at least fifteen (15)
            day; written notice of its said election to Tenant. such notice to
            be given within thirty (30) days after the date of such damage or
            destruction if Landlord elects to repair, reconstruct or restore the
            Premises after such damage or destruction thereto, or if the cost of
            repair is less than one month's Base Rent, or if Tenant shall,
            within fifteen (15) days after the date of the casualty, deliver
            written notice to Landlord that Tenant agrees to pay in advance all
            funds necessary for the repair of the damaged improvements this
            Lease shall continue in full force and effect (except as otherwise
            herein provided) and Landlord shall promptly commence and with due
            diligence complete the repair, reconstruction or restoration of the
            Premises so far as practicable to the condition to which the
            Premises were immediately prior to such damage or destruction. If
            Landlord fails to make such election, then this Lease shall be
            deemed terminated as of the date of such damage or destruction, and
            all amounts paid or payable by Tenant to Landlord shall, where
            applicable, be prorated between Landlord and Tenant.

      (c)   In the event Landlord elects or is required hereunder to repair,
            reconstruct, or restore the shell and structural portions of the
            Premises after any damage of destruction thereto, Tenant shall, at
            its own expense, as soon as reasonably practicable replace or fully
            repair, reconstruct or restore its interior leasehold improvements,
            exterior signs, storefront,

                                       23
<PAGE>

            merchandise and Tenant's Property Landlord's obligation under this
            Section 25 shall, however, in no event exceed the scope of the work
            that was done by Landlord in the original construction and
            improvement of the Premises, nor shall Landlord be required to
            expend sums therefor in excess of such damage or destruction. Tenant
            shall have no interest in or claim to any portion of the proceeds of
            any insurance maintained by Landlord hereunder.

      (d)   Tenant agrees at all times after any damage to or destruction of the
            improvements on the Premises, or any portion thereof, to continue
            the operation of its business therein to the extent practicable from
            the standpoint of good business, and in the event Landlord is
            required or elects to make any repairs, reconstruction or
            restoration of any damage or destruction to the Premises under any
            of the provisions of the Section 25, Tenant shall not be entitled to
            any damages by reason of inconvenience or loss sustained by Tenant
            as a result thereof. Unless the damage or destruction is caused by
            the negligence of Tenant, or ifs employees or agents, during the
            period commencing with the date of any such damage or destruction
            which Landlord is required or elects hereunder to repair,
            reconstruct or restore, and ending with the completion of such
            repairs, reconstruction or restoration, or through the date of
            termination of this Lease, as the case may be, the Base Rent shall
            be proportionately abated in an amount equal to the proportion
            thereof which the number of square feet of gross floor area in the
            Premises rendered untenantable thereby bears to the total number of
            square feet of gross floor area in the Premises immediately prior to
            such damage or destruction. The full amount of said Base Rent and
            all other charges shall again become payable immediately upon the
            completion of such work of repair, reconstruction or restoration.
            Except as expressly hereinabove any rental or other charge payable
            on the part of Tenant to Landlord hereunder, or in the method of
            computing, accounting for or paying the same.

      (e)   Notwithstanding any destruction or damage to the Premises or the
            Shopping Center, Tenant shall not be released from any of its
            obligations under this Lease except to the extent and upon the
            conditions expressly stated in this Section 25. Notwithstanding
            anything to the contrary contained in this Section 25, should
            Landlord be delayed or prevented from repairing or restoring said
            damaged Premises for one (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, the Landlord and the
            Tenant shall each have the right to terminate this Lease, effective
            upon thirty (30) days poor written notice, so long as said damaged
            Premises shall still have not substantially been repaired or
            restored.

      (f)   Notwithstanding anything provided herein to the contrary, if the
            Shopping Center or any part thereof (not necessarily including the
            Premises) is damaged or destroyed by casualty (insured or uninsured)
            to the extent that the cost of restoring the damaged portions
            exceeds fifteen percent (15%) of the replacement cost of all
            "Landlord Improvements" comprising the Shopping Center, Landlord may
            elect to terminate this Lease by giving at least fifteen (15) days
            notice of its said election to Tenant, such notice to be given
            within thirty (30) days after the date of such damage or
            destruction. For the purposes hereof, "Landlord improvements" shall
            mean any and all improvements comprising the Shopping Center, other
            than interior, nonstructural improvements furnished by tenants of
            the Shopping Center.

      (g)   In the event this Lease is terminated under any of the provisions of
            this Article 25, such termination shall become effective at the time
            and in accordance with the respective

                                       24
<PAGE>

            provisions herein contained for the termination of this Lease;
            provided, however, that all tenants and other charged on the part of
            Tenant to be paid hereunder shall be prorated and paid either as of
            the date of such damage or destruction, or as of the date Tenant
            ceases doing business in, upon or from the Premises, whichever last
            occurs

      (h)   Tenant hereby waives the provisions of Section 1932(s) and Section
            1933(4) of the California Civil code or any other law which may
            hereafter be in force during the term of this Lease which authorizes
            the termination of the Lease upon the partial or complete
            destruction of the Premises.

26.   EMINENT DOMAIN

      If more that twenty-five percent (25%) of the Premises shall be taken or
      appropriated by any public or quasi-public authority under the power of
      eminent domain, either party hereto shall have the right, at its option,
      within sixty (60) days after said taking, to terminate this Lease upon
      thirty (30) days written notice. If more than twenty-five percent (25%) of
      the Premises are taken and neither party elects to terminate as herein
      provided, or if less than twenty-five percent (25%) of the Premises are
      taken, the Lease shall continue but the Base Rent thereafter to be paid
      shall be equitably reduced. If more than fifteen percent (15%) of the
      Shopping Center, the common and parking areas, or the building of which
      the Premises are a part may be so taken or appropriated, Landlord shall
      within sixty (60) days of said taking have the right, at its option, to
      terminate this Lease upon written notice to Tenant. In the event of any
      taking or appropriation whatsoever, Landlord shall be entitled to any and
      all awards and/or settlements which may be given (except for any
      separately stated award for Tenant's personal property, goodwill or moving
      expenses), and Tenant shall have no claim against Landlord for the value
      of any unexpired term of this Lease

27.   SIGNS

      Tenant shall not affix or maintain any signs upon the Premises or the
      building in which the Premises are located, except in accordance with the
      sign criteria established by Landlord. Tenant shall erect one sign on the
      front of the Premises, not later than the date Tenant opens for business,
      in accordance with the sign criteria promulgated by Landlord Furthermore,
      all signs to be installed by Tenant shall conform to the style of the
      other signs in the Shopping Center, and shall conform to applicable local
      government codes.

28.   DISPLAYS

      The Tenant may not display or sell merchandise or allow grocery carts or
      other similar devices within the control of Tenant to be stored or to
      remain outside the defined exterior walls and permanent doorways of the
      Premises. Tenant further agrees not to install any exterior lighting,
      amplifiers or similar devices, or use in or about the Premises any
      advertising medium which may be heard or seen outside the Premises, such
      as flashing lights, searchlights, loudspeakers, phonographs or radio
      broadcasts.

29.   AUCTIONS

      Tenant shall not conduct or permit to be conducted any sale by auction in,
      upon or from the Premises whether said auction be voluntary, involuntary,
      pursuant to any assignment for the payment of creditor; or pursuant to any
      bankruptcy or other insolvency proceeding.

                                       25
<PAGE>

30.   SURRENDER OF PREMISES

      Upon the expiration or sooner termination of the term of this Lease (and
      whenever reference is made to the term of this Lease or the term hereof,
      such reference shall include any extension or renewal of the term of this
      Lease), if Tenant has fully and faithfully performed all of the terms,
      conditions and covenants of this Lease to be performed by Tenant, but not
      otherwise, Tenant shall, at its sole costs and expense, remove from the
      Premises its interior and exterior signs and all of its moveable trade
      fixtures and equipment, Tenant's Property, and such other items Tenant has
      installed or placed on the Premises, and Tenant shall repair all damage
      thereto resulting from such removal. Tenant shall thereupon surrender the
      Premises, broom clean, in good condition and repair, reasonable wear and
      tear (including damage thereto which Tenant is not required to repair)
      excepted. If Tenant has not fully and faithfully performed all of the
      terms, conditions and covenants of this Lease to be performed by Tenant,
      Tenant shall nevertheless remove Tenant's Property from the Premises in
      the manner aforesaid within fifteen (15) days after receipt of written
      direction to do so from Landlord. Notwithstanding the foregoing, Tenant
      shall remove the floor coverings in the Premises only if directed to do so
      by Landlord in which event it shall do so, and shall repair all damage to
      the Premises resulting from such removal. In the event Tenant shall fail
      to remove any of Tenant's Property or floor coverings as provided herein,
      Landlord may, but is not obligated to, at Tenant's expense and with
      interest, remove all Tenant's Property and floor coverings not so removed
      and repair all damage to the Premises resulting from such removal and may,
      but is not obligated to, at Tenant's expense, store the same in any public
      or private warehouse, and Landlord shall have no liability to Tenant for
      any loss or damage to Tenant's Property or floor coverings caused by or
      resulting from such removal or otherwise.

31.   RELOCATION

      During the term, Landlord shall have the right, at any time, upon at least
      thirty (30) days prior written notice to Tenant, to relocate the Tenant to
      other space in the Shopping Center, which new space shall have at least
      ninety-five percent (95%) of the square footage set forth in Section 1(g)
      hereof. Notwithstanding the foregoing, should the term have less than one
      (1) year remaining as of the effective date of relocation set forth in
      said notice, and should Landlord and Tenant be unable after a good faith
      effort to reach agreement on the terms of a renewal or extension of this
      Lease, Tenant shall have the option to terminate this Lease as of the
      effective date of relocation, provided such notice is given in writing to
      Landlord within thirty (30) days after the date of Landlord's notice.
      Absent such termination, Tenant shall, not later than the date specified
      in Landlord's notice, vacate and surrender the Premises, relocate to the
      new premises, and prepare the new premises for occupancy in substantially
      the same manner and condition of the Premises. Upon the request of
      Landlord, Tenant shall execute a supplemental agreement specifying the
      location of the new premises and the new Base Rent to be payable pursuant
      to this Lease. The "Base Rent, "property tax costs and "operating costs"
      payable under this Lease shall be the same on a "per square foot" basis,
      except that they shall be adjusted based upon the differential, if any, in
      the size of the old Premises and the new premises. Landlord shall
      reimburse Tenant for the actual expenses of moving Tenant's trade fixtures
      and merchandise from the Premises to the new space, upon written receipt
      of written verification of payment by Tenant. Except as hereinafter
      provided, all other expenses incurred by Tenant as a consequence of such
      move shall be absorbed by Tenant. Within thirty (30) days after the date
      Tenant shall have completed renovation of the new premises and opened for
      business. Landlord shall reimburse Tenant for the unamortized cost of the
      leasehold improvements made by Tenant to the old Premises, based upon cost
      or costs as set forth in an affidavit to be submitted to Landlord,
      assuming a useful life of 10 years, and accelerated amortization at the
      rate of 150%, and subject to Landlord's inspection of Tenant's books as
      set forth below. In the event Tenant shall have amortized the cost of said
      improvements

                                       26
<PAGE>

      (or any parts or components thereof) for tax purposes based on either a
      shorter useful life or at a more accelerated rate, then such life or rate
      shall prevail. Landlord shall not be required to reimburse Tenant for any
      fixtures, inventory or items of personal property which pursuant to the
      terms of this Lease may be removed by Tenant al the end of the term.
      Landlord shall have the right to inspect such of Tenant's books and
      records as Landlord may reasonably request in order to verify the amount
      which Landlord is required to pay pursuant to this Section.

32.   sale of the Premises by LAndlorD; ECULPATION

      In the event of any sale of the Premises by Landlord, Landlord shall be
      and is hereby entirely freed and relieved of all liability under any and
      all of its covenants and obligations contained in or derived from this
      Lease arising out of any ad, occurrence or omission occurring after the
      consummation of such sale; and the purchaser, at such sale or subsequent
      sale of the Premises shall be deemed, without any further agreement
      between the parties and any such purchaser, to have assumed and agreed to
      carry out any and all of the covenants and obligations of the Landlord
      under this Lease, and Tenant agrees to attorn to Land lord's
      successor(s)-in-interest. Tenant agrees to look solely to Landlord's
      interest in the Premises and the real property of which it is a part (or
      the proceeds thereof) for the satisfaction of any remedy of Tenant, for
      the collection of a judgment (or other judicial process) requiring the
      payment of money by Landlord in the event of default by Landlord
      hereunder, and no other property or assets of Landlord shall be subject to
      levy, execution, or other enforcement procedure for the satisfaction of
      Tenant's remedies under or with respect to this Lease, the relationship of
      Landlord and Tenant hereunder, or Tenant's use or occupancy of the
      Premises.

33.   SUBORDINATION

      Tenant agrees upon request of Landlord to subordinate this Lease and its
      rights hereunder to the lien of any mortgage, deed of trust or other
      encumbrance, together with any conditions, renewals, extensions, or
      replacements thereof, now or hereafter placed, charged or enforced against
      the Landlord's interest in this Lease and the leasehold estate thereby
      created, the Premises or the land, building or improvements included
      therein or of which the Premises are a part, and deliver (but without the
      cost to Tenant) at any time and from time to time upon demand by Landlord
      such documents as may be required to effectuate such subordination, and in
      the event that Tenant shall fail, neglect or refuse to execute and deliver
      any such document within ten (10) days after receipt of written notice so
      to do and the receipt by Tenant of the document to be executed by it,
      Tenant hereby appoints Landlord, its successors and assigns, the
      attorney-in-fact of Tenant irrevocably to execute and deliver any and all
      such documents for and on behalf of Tenant, provided, however, that Tenant
      shall not be required to effectuate such subordination, nor shall Landlord
      be authorized to effect such subordination on behalf of Tenant, unless the
      mortgagee or beneficiary named in such mortgage, deed of trust of other
      encumbrance shall first agree in writing, for the benefit of Tenant, that
      so long as Tenant is not in default under any of the provisions, covenants
      or conditions of this Lease on the part of Tenant to be kept and
      performed, that Tenant's quiet enjoyment of the Premises will not be
      disturbed or interfered with, by any trustee's sale or by any action or
      proceeding to foreclose said mortgage, deed of trust or other encumbrance.
      In the event that the mortgage or beneficiary of any such mortgage or deed
      of trust elects to have this Lease a prior lien to its mortgage or deed of
      trust, then and in such event upon such mortgage or beneficiary giving
      written notice to Tenant to that effect, this Lease shall be deemed prior
      in lien to such mortgage or deed of trust whether this Lease is dated or
      recorded prior or subsequent to the date of recordation of such mortgage
      or deed of trust.

                                       27
<PAGE>

34.   TENANT'S OFFSET STATEMENTS

      Tenant shall at any time and from time to time, upon rot less than ten
      (10) days prior written notice from Landlord, execute, acknowledge and
      deliver to Landlord a statement in writing, certifying to such matters as
      Landlord may reasonably request, including (a) that this Lease is
      unmodified and is in full force and effect (or, if modified, stating the
      nature of such modification and certifying that this Lease as so modified
      is in full force and effect), and the date to which the rental and other
      charges are paid in advance, if any, and (b) acknowledging that there are
      not, to Tenant's knowledge, any uncured defaults on the part or the
      Landlord hereunder, or specifying such defaults if any are claimed, and
      (c) setting forth the date of commencement of rents and expiration of the
      term hereof. Any such statement may be relied upon a prospective purchaser
      or encumbrancer of all or any portion of the Shopping Center of which the
      Premises are a part.

35.   AUTHORITY OF TENANT

      If Tenant is a corporation or a partnership, each individual executing
      this Lease on behalf of said corporation or partnership represents and
      warrants that he is duly authorized to execute and deliver this Lease on
      behalf of said corporation or partnership, as the case may be, in
      accordance with the bylaws of Said corporation or of the articles of said
      partnership, and that this Lease is binding upon said corporation or
      partnership

36.   BROKERS

      Tenant warrants that it has had no dealings with any real estate broker or
      agents in connection with the negotiation of this Lease and it knows of no
      other real estate broker or agent who is entitled to a commission in
      connection with this Lease.

37.   Merchants' Association and marketing fund

      (a)   At Landlord's option, Tenant shall throughout the term or any
            extension of renewal of the term of this Lease become a member of,
            participate fully in, and remain in good standing in the Merchants'
            Association formed for tenants occupying Premises in the Shopping
            Center, and shall abide by the bylaws, ruled and regulations of such
            Association. The objectives of such Association shall be to
            encourage its members to deal fairly and courteously with their
            customers, to sell their merchandise or services at fair prices, to
            follow ethical business practices, to assist the business of the
            Center by sales promotions and advertising, and in particular to
            help the interests of the members of said Association. So long as
            such a Merchants' Association is in existence. Tenant agrees to Pay,
            as additional rent, dues to the Merchants' Association in the amount
            specified in Article 1(k) hereof. The terms hereof shall be deemed
            to be covenants for the benefit of And enforceable by said
            Merchants' Association, as well as by said Landlord.

      (b)   At Landlord's option, Landlord may create a Marketing Fund, and may
            require Tenant to participate in the Marketing Fund in lieu of
            Tenant's participating in the Merchants' Association. The Marketing
            Fund shall be operated by a professional marketing director Hired by
            the Landlord for the purpose of assisting the business of the
            Shopping Center. Should Landlord form a Marketing Fund, Tenant
            agrees to pay as additional rent, dues to The Marketing Fund in the
            amount specified in Article 1(k) hereof, in lieu of Tenant's
            contribution to the Merchants' Association.

                                       28
<PAGE>

38.   GENERAL PROVISIONS

            (i)     Plats and Riders
                    Clauses, plats, riders, exhibits, and addendum, if any,
                    affixed to this Lease are a part hereof.

            (ii)    Waiver
                    The waver by Landlord of any term, covenant or condition
                    herein contained shall not be deemed to be a waiver of such
                    term, covenant or condition or any subsequent breach of the
                    same or 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
                    default by Tenant of any term, covenant or condition of this
                    Lease, other than the failure of the Tenant to pay the
                    particular rental so accepted, regardless of Landlord's
                    knowledge of such preceding default at the time of the
                    acceptance of such rent.

            (iii)   Joint Obligation
                    If there is more than one Tenant, the obligations hereunder
                    imposed shall be joint and several.

            (iv)    Marginal Headings
                    The marginal headings and article titles to the articles of
                    this Lease are not a part of the Lease and shall have no
                    effect upon the construction or interpretation of any part
                    hereof.

            (v)     Time
                    Time is of the essence of this Lease and each and all of its
                    provisions in which performance is a factor.

            (vi)    Successors and Assigns
                    The covenants and conditions herein contained, subject to
                    the provisions as to assignment, apply to and bind the
                    heirs, successors, executors, administrators and assigns of
                    the parties hereto.

            (vii)   Quiet Possession
                    Upon Tenant paying the rent reserved hereunder and observing
                    and performing all of the covenants, conditions and
                    provisions on Tenant's part to he observed and performed
                    hereunder. Tenant shall have quiet possession of the
                    Premises for the entire term hereof, subject to all the
                    provisions of this Lease.

            (viii)  Interest
                    Any amount due from Tenant to Landlord hereunder which is
                    not paid when due shall bear interest at the highest rate
                    then allowed under the usury laws of the State of California
                    from the date due until paid.

            (ix)    Prior Agreements
                    This Lease contains all of the agreements of the parties
                    hereto with respect to any matter covered or mentioned in
                    this Lease, and no prior agreements or understanding
                    pertaining to any such matters shall be effective for any
                    purpose. No provisions of this Lease may be amended or added
                    to except by an agreement in writing signed by the parties
                    hereto or their respective successors in interest.

                                       29
<PAGE>

                    This Lease shall not be effective or binding on any party
                    until fully executed by both parties hereto.

            (x)     Inability to Perform
                    This lease and the obligations of the Tenant hereunder shall
                    not be affected or impaired because the Landlord is unable
                    to fulfill any of its obligations hereunder or is delayed in
                    doing so, if such inability or delay is caused by reason of
                    strike, labor troubles, acts of God, or any other cause
                    beyond the reasonable control of the Landlord.

            (xi)    Partial Invalidity
                    Any provision of this Lease which shall prove to be invalid,
                    void, or illegal shall in no way affect, impair or
                    invalidate any other provision hereof and such other
                    provisions shall remain in full force and effect.

            (xii)   Cumulative Remedies
                    No remedy or election hereunder shall be deemed exclusive
                    but shall, whenever possible, be cumulative with all other
                    remedies at law or in equity.

            (xiii)  Choice of Law
                    This Lease shall be governed by the laws of the State of
                    California.

            (xiv)   Attorneys' Fees
                    In the event of any action or proceeding brought by either
                    party against the other under this Lease, the prevailing
                    party shall be entitled to recover for the fees of its
                    attorneys in such action or proceeding, including costs of
                    appeal, if any, in such amount as the court may adjudge
                    reasonable as attorneys' fees. In addition, should it be
                    necessary for Landlord to employ legal counsel to enforce
                    any of the provisions herein contained, Tenant agrees to
                    reimburse Landlord for all attorneys' fees and expenses
                    incurred even if suit is not instituted.

            (xv)    Accord and Satisfaction
                    Payment by Tenant or receipt by Landlord of a lessor amount
                    than the rent or other charges herein stipulated shall be
                    deemed to be on account of the earliest due stipulated rent
                    or other charged, and no endorsement or statement on any
                    check or any letter accompanying any check payment as rent
                    or other charges shall be deemed an accord and satisfaction,
                    and Landlord shall accept such check or payment without
                    prejudice to Landlord's right to recover the balance of such
                    rent or other charges or pursue any other remedy in this
                    Lease to the Tenant.

            (xvi)   Financial Statements
                    At any time during the term of this Lease, Tenant shall,
                    upon ten (10) days prior written notice from Landlord,
                    provide Landlord with a current financial statement and
                    financial statements of the two (2) years prior to the
                    current financial statement year. Such statements shall be
                    prepared in accordance with generally accepted accounting
                    principals and, if such is the normal practice of Tenant
                    shall be audited by an independent certified public
                    accountant.

            (xvii)  Notices
                    All notices and demands which may or are to be required or
                    permitted to be given by either party on the other hereunder
                    shall be in writing. All notices and

                                       30
<PAGE>

                    demands by the Landlord to the Tenant shall be sent by
                    certified mail, postage prepaid, addressed to the Tenant of
                    the Premises, and to the address set forth in Section 1(l)
                    hereof, or to such other place as Tenant may from time to
                    time designate in a written notice to Tenant.

             To Landlord at:  Eureka Square Shopping Center
                              Property Management Office
                              80 Eureka Square, Suite 120
                              Pacifica, CA 94044

            (xviii) Covenants by Tenant
                    This Lease is subject to the terms, covenants and conditions
                    herein set forth, and The Tenant covenants, as a material
                    part of the consideration for this Lease, to Keep and
                    perform each and all of said terms, covenants and conditions
                    on its part to be kept and performed.

IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of
the day and year first above written.

("Landlord")

By:         /s/ Joseph A. Sorci
     ----------------------------------
            Joseph A. Sorci


By:         /s/ Eldiva Sorci
     ----------------------------------
            Eldiva Sorci


("Tenant")


By:         /s/ Michael R. Wyman
     ----------------------------------
            Michael R. Wyman

                                       31
<PAGE>

                                    ADDENDUM

                                  5-YEAR OPTION

RENT FOR THE FIRST 5-YEAR OPTION ON THE LEASE DATED 24 APRIL 1995 BETWEEN FIRST
NATIONAL BANK OF DALY CITY AND EUREKA SQUARE SHOPPING CENTER LP. FOR SPACE 210
EUREKA SQUARE IS AS FOLLOWS:


         YR 1         JANUARY 1, 2000 TO DECEMBER 31, 2000         $3900
         YR 2         JANUARY 1, 2001 TO DECEMBER 31, 2001         $4000
         YR 3         JANUARY 1, 2002 TO DECEMBER 31, 2002         $4100
         YR 4         JANUARY 1, 2003 TO DECEMBER 31, 2003         $4200
         YR 5         JANUARY 1, 2004 TO DECEMBER 31, 2004         $4300

COMMON AREA MAINTENANCE WILL BE COLLECTED IN ADDITION TO THE RENT EACH MONTH.
CAM COSTS ARE $240 PER MONTH FOR THE YEAR 2000. THIS WILL BE ADJUSTED AT THE
BEGINNING OF EACH ONE-YEAR PERIOD.


("TENANT")                             ("LANDLORD")



/s/ M.R. WYMAN                         /s/ ANNETTE SANCHEZ
------------------------------         ------------------------------
M.R. Wyman                             Eureka Square Shopping Center  L.P.


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Title                                  Title



/s/ PAUL B. HOGAN
------------------------------         ------------------------------
Paul Hogan                             Date



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Title



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Date