**Exhibit 10.8**

***Southern California Chapter of the******* *****Society of Industrial and OfficeRealtors, Inc.***

**INDUSTRIALREAL ESTATE LEASE (MULTI-TENANT FACILITY)**

ARTICLE****ONE: **BASICTERMS**

This Article One contains the Basic Terms of thisLease between the Landlord and Tenant named below. Other Articles, Sections andParagraphs of the Lease referred to in this Article One explain and define theBasic Terms and are to be read in conjunction with the Basic Terms.

Section 1.01. **Date of Lease:**January 10, 2000

Section 1.02. **Landlord (include legal entity):**MAJESTICREALTY CO. AND PATRICIAN ASSOCIATES INC, both California corporations

Address of Landlord:                              13191 Crossroads ParkwayNorth, 6th FloorCity of Industry, CA 91746

Section 1.03.**Tenant(****include legal entity****)**:****CHINO****COMMERCIAL BANK, N.A., a NationalAssociation 

Address of Tenant:                                        14335 Pipeline Avenue, Unit BChino, CA 91710

Section 1.04. **Property:** The Property is part of Landlord’smulti-tenant real property development known as approximately 83,000 squarefeet located in 5 buildings more****commonlyknown****as 14245, 14275, 14335,14351, 14355 and 14365 Pipeline Avenue, Chino, California and described ordepicted in Exhibit “A”(the “Project”). The Project includes the land, thebuildings and all other improvements located on the land, and the common areasdescribed in Paragraph *4.05(a).*TheProperty is part of that approximately 13,000 square foot building morecommonly known as 14335 Pipeline Avenue, Chino, California as depicted onExhibit “A” attached hereto (the “Building”). The**Property is (include street address, approximate squarefootage and description) that approximately 6,954 square foot portion of theBuilding as outlined in red on Exhibit “A” attached hereto, and more commonlyknown as 14335 Pipeline Avenue, Unit B. Chino, California subject to thenon—exclusive use of such area outlined in green on Exhibit “A”                                 I

Section 1.05. **Lease Term:** 5 years - months **beginning on**April 15*,*2000 or such other date as is specifiedin this Lease, and **ending on** April14, 2005

Section 1.06. **Permitted Uses:**(See****Article Five)****Only for commercial banking including general office andadministrative. See Addendum Section 1.06 

Section 1.07. **Tenant’s Guarantor:**(If none, so state)None

Section 1.08. **Brokers:** (See Article Fourteen) (If none,so state) 

Landlord’s Broker: MajesticRealty Co.

Tenant’s Broker: SeapowerCarpenter Capital, Inc.

Section 1.09. **Commission****Payable to Landlord’s Broker:**(See****Article Fourteen) $ per separate agreement    

Section 1.10. **Initial****SecurityDeposit:**(See Section****3.03)$ 6,261.43

Section****1.11. **VehicleParking Spaces Allocated to Tenant:**(See Section****4.05) per   Exhibit “A”

Section 1.12. **Rent and****OtherCharges Payable by Tenant:**

(a) BASE RENT: FIVE THOUSANDFIVE HUNDRED SIXTY-THREE AND 20/100 Dollars ($ 5,563.20) per month for thefirst****twe1ve (12) months, asprovided in Section 3.01. See Addendum Section 1.12(a) 

(b) OTHER PERIODIC PAYMENTS:(i) Real Property Taxes (See Section 4.02); (ii) Utilities (See Section 4.03);(iii) Insurance Premiums (See Section 4.04); (iv) Tenant’s Initial Pro RataShare of Common Area Expenses 53.50% for Building Common Area Expenses, 8.41%for Project Common Area Expenses, and 1.02% for the pump and main driveway (ascrosshatched in black on Exhibit “A” attached hereto is shared with 683,000square feet of buildings). (See Section 4.05); (v) Impounds for InsurancePremiums and Property Taxes (See Section 4.08); (vi) Maintenance, Repairs andAlterations (See Article Six). 

Section 1.13. **Landlord’s Share of Profit on Assignment or Sublease:**(SeeSection 9.05) fifty percent ( 50 %) of the Profit (the “Landlord’s Share”). 

Section 1.14. **Riders**: The following Riders are attachedto and made a part****of this Lease:(If none, so****state) Addendum pages1 through 7, Option to Extend Term Lease Rider, and Exhibits “A”, “B”, “C”, “D’’,“E” and “F”.

ARTICLETWO: **LEASE TERM**

Section 2.01.**Lease of Property For Lease Term.** Landlordleases the Property to Tenant and Tenant leases the Property from Landlord forthe Lease

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Term.The Lease Term is for the period stated in Section 1.05 above and shall beginand end on the dates specified in Section 1.05 above, unless the beginning orend of the Lease Term is**changedunder any provision of this Lease. The “Commencement Date” shall be the datespecified in Section 1.05 above for the beginning of the Lease Term, unlessadvanced or delayed under any provision of this Lease.

Section 2.02. **Delayin Commencement.**Landlord shall not be liable to Tenant if Landlorddoes not deliver possession of the Property to Tenant on the Commencement Date.Landlord’s non-delivery of the Property to Tenant on that date shall not affectthis Lease or the obligations of Tenant under this Lease except that theCommencement Date shall be delayed until Landlord delivers possession of theProperty to Tenant and the Lease Term shall be extended for a period equal tothe delay in**delivery ofpossession of the Property to Tenant, plus the number of days necessary to endthe Lease Term on the last day of a month. If Landlord does not deliverpossession of the Property to Tenant within sixty (60) days after theCommencement Date, Tenant may elect to cancel this Lease by giving writtennotice to Landlord within ten (10) days after the sixty (60) -day period ends.If Tenant gives such notice, the Lease shall be cancelled and neither Landlordnor Tenant shall have any further obligations to the other. If Tenant does notgive such notice, Tenant’s right to cancel the Lease shall expire and the LeaseTerm shall commence upon the delivery of possession of the Property to Tenant.If delivery of possession of the Property to Tenant is delayed, Landlord andTenant shall, upon such delivery, execute an amendment to this Lease settingforth the actual Commencement Date and expiration date of the Lease. Failure toexecute such amendment shall not affect the actual Commencement Date andexpiration date of the Lease.

Section 2.03. **EarlyOccupancy.** If Tenant occupies the Property prior to the CommencementDate, Tenant’s occupancy of the Property shall be subject to all of theprovisions of this Lease. Early occupancy of the Property shall not advance theexpiration date of this Lease. Tenant shall pay Base Rent and all other chargesspecified in this Lease for the early occupancy period.

Section 2.04. **HoldingOver.**Tenant shall vacate the Property upon the expiration orearlier termination of this Lease. Tenant shall reimburse Landlord for andindemnify Landlord against all damages which Landlord incurs from Tenant’sdelay in vacating the Property. If Tenant does not vacate the Property upon theexpiration or earlier termination of the Lease and Landlord thereafter acceptsrent from Tenant, Tenant’s occupancy of the Property shall be a “month-to-month”tenancy ,subject to all of the terms of this Lease applicable to amonth-to-month tenancy, except that the Base Rent then in effect shall beincreased by twenty-five percent (25%).

ARTICLETHREE: **BASE RENT**

Section 3.01.**Timeand Manner of Payment.** Upon execution of this Lease, Tenant shallpay Landlord the Base Rent in the amount stated in Paragraph 1.12(a) above forthe first month of the Lease Term. On the first day of the second month of theLease Term and each month thereafter, Tenant shall pay Landlord the Base Rent,in advance, without offset, deduction or prior demand. The Base Rent shall bepayable at Landlord’s address or at such other place as Landlord may designatein writing.

Section 3.03. **SecurityDeposit; Increases.**

(a)Upon the execution of this Lease. Tenant shall deposit with Landlord a cashSecurity Deposit in the amount set forth in Section 1.10 above, Landlord mayapply all or part of the Security Deposit to any unpaid rent or other chargesdue from Tenant or to cure any other defaults of Tenant. If Landlord uses anypart of the Security Deposit, Tenant shall restore the Security Deposit to itsfull amount within ten (10) days after Landlord’s written request. Tenant’sfailure to do so shall be a material default under this Lease. No interestshall be paid on the Security Deposit. Landlord shall not be required to keepthe Security Deposit separate from its other accounts and no trust relationshipis created with respect to the Security Deposit.

(b)Each time the Base Rent is increased, Tenant shall deposit additional fundswith Landlord sufficient to increase the Security Deposit to an amount whichbears the same relationship to the adjusted Base Rent as the initial SecurityDeposit bore to the initial Base Rent.

Section 3.04. **Termination;Advance Payments.** Upon termination of this Lease under Article Seven(Damage or Destruction), Article Eight

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(Condemnation) or any other termination not resulting from Tenant’sdefault, and after Tenant has vacated the Property in the manner required bythis Lease, Landlord shall refund or credit to Tenant (or Tenant’s successor)the unused portion of the Security Deposit, any advance rent or other advancepayments made by Tenant to Landlord, arid any amounts paid for real propertytaxes and other reserves which apply to any time periods after termination ofthe Lease.

 

ARTICLEFOUR: **OTHER CHARGES PAYABLE BY TENANT**

Section 4.01**.Additional Rent**. All charges payable by Tenant other than Base Rentare called “Additional Rent.” Unless this Lease provides otherwise, Tenantshall pay all Additional Rent then due with the next monthly installment ofBase Rent. The term “rent” shall mean Base Rent and Additional Rent.

Section 4.02. **PropertyTaxes.**

(a) **Real PropertyTaxes**. Tenant shall pay all real property taxes on the Property(including any fees. taxes or assessments against, or as a result of, anytenant improvements installed on the Property by or for the benefit of Tenant)during the Lease Term. Subject to Paragraph 4.02(c) and Section 4.08 below,such payment shall be made at least ten (10) days prior to the delinquency dateof the taxes. Within such ten (10) -day period, Tenant shall furnish Landlordwith satisfactory evidence that the real property taxes have been paid.Landlord shall reimburse Tenant for any real property taxes paid by Tenantcovering any period of time prior to or after the Lease Term. If Tenant failsto pay the real property taxes when due, Landlord may pay the taxes and Tenantshall reimburse Landlord for the amount of such tax payment as Additional Rent.Alternatively, Landlordmay elect to bill Tenant in advance for suchtaxes and Tenant shall pay Landlordthe l amount of such taxes, as Additional Rent, at leastten (10) days prior to delinquency. Landlord shall pay such taxes prior to delinquency provided Tenanthas timely made such payments to Landlord. Any penalty caused by Tenant’s failure to timely makesuch payments shall also be Additional Rent owed by Tenantimmediately upon demand.

(b) **Definition of “RealProperty Tax.”** “Real property tax” means: (i) any fee, license fee,license tax, business license fee, commercial rental tax, levy, charge,assessment, penalty or tax imposed by any taxing authority against theProperty; (ii) any tax on the Landlord’s right to receive, or the receipt of,rent or income from the Property or against Landlord’s business of leasing theProperty; (iii) any tax or charge for fire protection. streets, sidewalks, roadmaintenance, refuse or other services provided to the Property by anygovernmental agency; (iv) any tax****imposed uponthis transaction or based upon a re-assessment of the Property due to a changeof ownership, as defined by applicable law, or other transfer of all or part ofLandlord’s interest in the Property; and (v) any charge or fee replacing anytax previously included within the definition of real property tax. “Realproperty tax” does not, however, include Landlord’s federal or state income,franchise, inheritance or estate taxes.

(c) **Joint****Assessment.**If****theProperty is not separately assessed, Landlord shall reasonably determine Tenant’sshare of the real property tax payable by Tenant under Paragraph 4.02(a) fromthe assessor’s worksheets or other reasonably available information. Tenantshall pay such share to Landlord within fifteen (15)**days afterreceipt of Landlord’s written statement.

(d) **PersonalProperty Taxes.**

(i) Tenant shall pay all taxes charged against tradefixtures, furnishings, equipment or any other personal property belonging toTenant. Tenant shall try to have personal property taxed separately from theProperty.

(ii) If any of Tenant’s personal property is taxedwith the Property, Tenant shall pay Landlord the taxes for the personalproperty within fifteen (15) days after Tenant receives a written statementfrom Landlord for such personal property taxes.

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Section 4.03. **Utilities.**Tenant shall pay, directly to the appropriate supplier, the cost of all natural gas, heat, light, power, sewerservice, telephone, water, refuse disposal and other utilities, and servicessupplied to the Property. However, if any services or utilities are jointlymetered with other property, Landlord shall make a reasonable determination ofTenant’s proportionate share of the cost of such utilities and services andTenant shall pay such share to Landlord within fifteen (15) days after receiptof Landlord’s written statement.

Section 4.04.  **Insurance Policies.**

(a) **Liability Insurance**. During the Lease Term, Tenant shallmaintain a policy of commercial general liability insurance (sometimes known asbroad form comprehensive general liability insurance) insuring Tenant againstliability for bodily injury, property damage (including loss of use ofproperty) and personal injury arising out of the operation, use or occupancy ofthe Property. Tenant shall name Landlord as an additional insured under suchpolicy. The initial amount of such insurance shall be One Million Dollars(51.000.000) per occurrence and shall be subject to periodic increase basedupon inflation, increased liability awards, recommendation of Landlord’s professionalinsurance advisers and other relevant factors. The liability insurance obtainedby Tenant under this Paragraph 4.04(a) shall (i) be primary andnon-contributing; (ii) contain cross-liability endorsements; and (iii) insureLandlord against Tenant’s performance under Section 5.05. if the matters givingrise to the indemnity under Section 5.05 result from the negligence of Tenant.The amount and coverage of such insurance shall not limit Tenant’s liabilitynor relieve Tenant of any other obligation under this Lease. Landlord may alsoobtain comprehensive public liability insurance in an amount and with coveragedetermined by Landlord insuring Landlord against liability arising out ofownership, operation, use or occupancy of the Property. The policy obtained byLandlord shall not be contributory and shall not provide primary insurance.

(b) **Property and Rental Income Insurance**. During the Lease Term,Landlord shall maintain policies of insurance covering loss of or damage to theProperty in the full amount of its replacement value. Such policy shall containan Inflation Guard Endorsement and shall provide protection against all perilsincluded within the classification of fire, extended coverage, vandalism,malicious mischief, special extended perils (all risk), sprinkler leakage andany other perils which Landlord deems reasonably necessary. Landlord shall havethe right to obtain flood and earthquake insurance if required by any lenderholding a security interest in the Property. Landlord shall not obtain insurancefor Tenant’s fixtures or equipment or building improvements installed by Tenanton the Property. During the Lease Term, Landlord shall also maintain a rentalincome insurance policy, with loss payable to Landlord, in an amount equal toone year’s Base Rent, plus estimated real property taxes and insurancepremiums. Tenant shall be liable for the payment of any deductible amount underLandlord’s or Tenant’s insurance policies maintained pursuant to this Section4.04, in an amount not to exceed Ten Thousand Dollars (510.000). Tenant shallnot do or permit anything to be done which invalidates any such insurancepolicies.

(c) **Payment of Premiums**. Subject to Section 4.08, Tenant shallpay all premiums for the insurance policies described in Paragraphs 4.04(a) and(b) (whether obtained b Landlord or Tenant) within fifteen (‘15) days afterTenant’s receipt of a copy of the premium statement or other evidence of theamount due, except Landlord shall pay all premiums for non-primarycomprehensive public liability insurance which Landlord elects to obtain asprovided in Paragraph 4.04(a). For insurance policies maintained by’ Landlordwhich cover improvements on the entire Project, Tenant shall pay Tenant’sprorated share of the premiums, in accordance with the formula in Paragraph4.05(e) for determining Tenant’s share of Common Area costs. If insurancepolicies maintained by Landlord cover improvements on real property other thanthe Project. Landlord shall deliver to Tenant a statement of the premium applicableto the Property showing in reasonable detail how Tenant’s share of the premiumwas computed. If the Lease Term expires before the expiration of an insurancepolicy maintained by Landlord, Tenant shall be liable for Tenant’s proratedshare of the insurance premiums. Before the Commencement Date, Tenant shall,deliver to Landlord a copy of any policy of insurance which Tenant is requiredto maintain under this Section 4.04. At least thirty (30) days prior to theexpiration of any such policy. Tenant shall deliver to Landlord a renewal ofsuch policy. As an alternative to providing a policy of insurance, Tenant shallhave the right to provide Landlord a certificate of insurance, executed by anauthorized officer of the insurance company, showing that the insurance whichTenant is required to maintain under this Section 4.04 is in full force andeffect and containing such other information which Landlord reasonablyrequires.

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(d) **General Insurance Provisions**.

(i) Any insurance which Tenant is required to maintainunder this Lease shall include a provision which requires the insurance carrierto give Landlord not less than thirty (30) days’ written notice prior to anycancellation or modification of such coverage.

(ii) If Tenant fails to deliver any policy, certificateor renewal to Landlord required under this Lease within the prescribed timeperiod or if any such policy is cancelled or modified during the Lease Termwithout Landlord’s consent, Landlord may obtain such insurance, in which caseTenant shall reimburse Landlord for the cost of such insurance within fifteen(15) days after receipt of a statement that indicates the cost of suchinsurance.

(iii) Tenant shall maintain, all insurance requiredunder this Lease with companies holding a “General Policy Rating” of A-12 orbetter, as set forth in the most current issue of “Best Key Rating Guide”.Landlord and Tenant acknowledge the insurance markets are rapidly changing andthat insurance in the form and amounts described in this Section 4.04 may notbe available in the future. Tenant acknowledges that the insurance described inthis Section 4.04 is for the primary benefit of Landlord. If at any time duringthe Lease Term, Tenant is unable to maintain the insurance required under theLease, Tenant shall nevertheless maintain insurance Coverage which is customaryand commercially reasonable in the insurance industry for Tenant’s type ofbusiness, as that coverage may change from time to time. Landlord makes norepresentation as to the adequacy of such insurance to protect Landlord’s orTenant’s interests. Therefore, Tenant shall obtain any such additional propertyor liability insurance which Tenant deems necessary to protect Landlord andTenant.

(iv) Unless prohibited under any applicable insurancepolicies maintained. Landlord and Tenant each hereby waive any and all rightsof recovery against the other, or against the officers, employees, agents orrepresentatives of the other, for loss of or damage to its property or theproperty of others under its control, if such loss or damage is covered by anyinsurance policy in force (whether or not described in this Lease) at the timeof such loss or damage. Upon obtaining the required policies of insurance,Landlord and Tenant shall give notice to the insurance carriers of this mutualwaiver of subrogation.

Section 4.05**.Common Areas; Use, Maintenance****and Costs.**

(a) **Common Areas**.As used in this Lease, “Common Areas” shall mean all areas within the Projectwhich are available for the common use of tenants of the Project and which arenot leased or held for the exclusive use of Tenant or other tenants, including,but not limited to, parking areas, driveways, sidewalks, loading areas, accessroads, corridors, landscaping and planted areas. Landlord, from time to time, maychange the size, location, nature and use of any of the Common Areas, convertCommon Areas into leaseable areas, construct additional parking facilities(including parking structures) in the Common Areas, and increase or decreaseCommon Area land and/or facilities. Tenant acknowledges that such activitiesmay result in inconvenience to Tenant. Such activities and changes arepermitted if they do not materially affect Tenant’s use of the Property.

(b) **Use of CommonAreas**. Tenant shall have the nonexclusive right (in common withother tenants and all others to whom Landlord has granted or may grant suchrights) to use the Common Areas for the purposes intended, subject to suchreasonable rules and regulations as Landlord may establish from time to time.Tenant shall abide by such rules and regulations and shall use its best effortto cause others who use the Common Areas with Tenant’s express or impliedpermission to abide by Landlord’s rules and regulations. At any time, Landlordmay close any Common Areas to perform any acts in the Common Areas as, inLandlord’s judgment, are desirable to improve the Project. Tenant shall notinterfere with the rights of Landlord, other tenants or any other personentitled to use the Common Areas.

(c) **SpecificProvision re: Vehicle Parking.** Tenant shall be entitled to use thenumber of vehicle parking spaces in the Project allocated to Tenant in Section1.11 of the Lease without paying any additional rent. Tenant’s parking shallnot be reserved and shall be limited to vehicles no larger than standard sizeautomobiles or pickup utility vehicles. Tenant shall not cause large trucks orother large vehicles to be parked within the Project or on the adjacent publicstreets. Temporary parking of large delivery vehicles in the Project may bepermitted by the rules and regulations established by Landlord. Vehicles shallbe parked only in striped parking spaces and not in

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driveways,loading areas or other locations not specifically designated for parking.Handicapped spaces shall only be used by those legally permitted to use them.If Tenant parks more vehicles in the parking area than the number set forth inSection 1.11****of this Lease, such conduct shallbe a material breach of this Lease. In addition to Landlord’s other remediesunder the Lease, Tenant shall pay a daily charge determined by Landlord foreach such additional vehicle.

(d) **Maintenance ofCommon Areas.** Landlord shall maintain the Common Areas in goodorder, condition and repair and shall operate the Project, in Landlord’s solediscretion, as a first-class industrial/commercial real property development.Tenant shall pay Tenant’s pro rata share (as determined below) of all costsincurred by Landlord for the operation and maintenance of the Common Areas.Common Area costs include, but are not limited to, costs and expenses for thefollowing: gardening and landscaping: utilities, water and sewage charges:maintenance of signs (other than tenants’ signs); premiums for liability,property damage, fire and other types of casualty insurance on the Common Areasand worker’s compensation insurance; all property taxes and assessments leviedon or attributable to the Common Areas and all Common Area improvements; allpersonal property taxes levied on or attributable to personal property used inconnection with the Common Areas; straight-line depreciation on personalproperty owned by Landlord which is consumed in the operation or maintenance ofthe Common Areas; rental or lease payments paid by Landlord for rented orleased personal property used in the operation or maintenance of the CommonAreas; fees for required licenses and permits; repairing, resurfacing,repaving, maintaining, painting, lighting, cleaning, refuse removal, securityand similar items; reserves for roof replacement and exterior painting andother appropriate reserves; and a reasonable allowance to Landlord far Landlord’ssupervision of the Common Areas (not to exceed five percent (5%) of the grossrents of the Project for the calendar year). Landlord may cause any or all ofsuch services to be provided by third parties and the cost of such servicesshall be included in Common Area costs. Common Area costs shall not includedepreciation of real property which forms part of the Common Areas. 

(e) **Tenant’s Share and Payment.**Tenant shall pay Tenants annual pro rata shareof all Common Area costs prorated for any fractional month) upon written noticefrom Landlord that such costs are due and payable, and **in** any event prior to delinquency. Tenant’s prorata share shall be calculated by dividing the square foot area of Property, asset forth in Section 1.04 of the Lease, by the aggregate square foot area ofthe Project: or Building (as applicable) which is leased or held for lease bytenants, as of the date on which the computation is made. Tenant’s initial prorata share is set out in Paragraph 1.12(b). Any changes in the Common Areacosts and/or the aggregate area of the Project leased or held for lease duringthe Lease Term shall be effective on the first day of the month after suchchange occurs. Landlord may, at Landlord’s election, estimate in advance andcharge to Tenant as Common Area costs, all real property taxes for which Tenantis liable under Section 4.02 of the Lease, all insurance premiums for whichTenant is liable under Section 4.04 of the Lease, all maintenance and repaircosts for which Tenant is liable under Section 6.04 of the Lease, and all otherCommon Area costs payable by Tenant hereunder. At Landlord’s election, suchstatements of estimated Common Area costs shall be delivered monthly, quarterlyor at any other periodic intervals to be designated by Landlord. Landlord mayadjust such estimates at any time based upon Landlord’s experience andreasonable anticipation of costs. Such adjustments shall be effective as of thenext rent payment date after notice to Tenant. Within sixty (60) days after theend of each calendar year of the Lease Term, Landlord shall deliver to Tenant astatement prepared in accordance with generally accepted accounting principlessetting forth, in reasonable detail, the Common Area costs paid or incurred byLandlord during the preceding calendar year and Tenant’s pro rata share. Uponreceipt of such statement, there shall be an adjustment between Landlord andTenant, with payment to or credit given by Landlord (as the case may be) sothat Landlord shall receive the entire amount of Tenant’s share of such costsand expenses for such period.

Section 4.06. **Late Charges.** Tenant’s failure to pay rentpromptly may cause Landlord to incur unanticipated costs. The exact amount ofsuch costs are impractical or extremely difficult to ascertain. Such costs mayinclude, but are not limited to, processing and accounting charges and latecharges which may be imposed on Landlord by any ground lease, mortgage or trustdeed encumbering the Property. Therefore, if Landlord does not receive any rentpayment within ten (10) days after it becomes due, Tenant shall pay Landlord alate charge equal to ten percent (10%) of the overdue amount. The parties agreethat such late charge represents a fair and reasonable estimate of the costsLandlord will incur by reason of such late payment.

Section 4.07. **Interest****on Past Due****Obligations.** Any amount owed by Tenant to Landlord whichis not paid when due shall bear interest at the rate of fifteen percent (15%)per annum from the due date of such amount. However, interest shall not bepayable on late charges to be paid by Tenant under this Lease. The payment ofinterest on such amounts shall not excuse or cure any default by Tenant underthis Lease. If the interest rate specified in this Lease is higher than therate permitted by law,

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the interest rate is hereby decreased to the maximumlegal interest rate permitted by law.

Section 4.08. **Impounds for Insurance Premiums and Real PropertyTaxes.** If requested by any ground lessor or lender to whom Landlordhas granted a security interest in the Property, or if Tenant is more than ten(10) days late in the payment of rent more than once in any consecutive twelve(12) -month period. Tenant small pay Landlord a sum equal to one-twelfth **(1/12)**of the annual real property taxes andinsurance premiums payable by Tenant under this Lease, together with eachpayment of Base Rent. Landlord shall hold such payments in a non-interest bearingimpound account. If unknown, Landlord shall reasonably estimate the amount ofreal property taxes and insurance premiums when due. Tenant shall pay anydeficiency of funds in the impound account to Landlord upon written request. IfTenant defaults under this Lease, Landlord may apply any funds in the impoundaccount to any obligation then due under this Lease.

ARTICLE FIVE: **USE OF PROPERTY**

Section 5.01. **Permitted****Uses.**Tenant may use the Property only for thePermitted Uses set forth in Section 1.06 above.

Section 5.02. **Manner of****Use.**Tenant shall not cause or permit the Propertyto be used in any way which constitutes a violation of any law**,**ordinance, or governmental regulation ororder, which annoys or interferes with the rights of tenants of the Project, orwhich constitutes a nuisance or waste. Tenant shall obtain and pay for allpermits, including a Certificate of Occupancy, required for Tenant’s occupancyof the Property and shall promptly take all actions necessary to comply withall applicable statutes, ordinances, rules, regulations, orders andrequirements regulating the use by Tenant of the Property, including theOccupational Safety and Health Act.

Section 5.03. (See AddendumSection 5.03)

Section 5.04. **Signs and Auctions.**Tenant shall not placeany signs on the Property without****Landlord’s prior written consent.Tenant shall not conduct or permit any auctions or sheriffs sales at theProperty. See Addendum Section 5.04

Section 5.05. **Indemnity.**Tenant shall indemnify Landlord against and hold Landlord harmless from any andall costs. claims or liability arising *from:*(a) Tenant’s use of the Property; b) the conduct of Tenant’sbusiness or anything else done or permitted by Tenant to be done in or aboutthe Property, including any contamination of the Property or any other propertyresulting from the****presence or useof Hazardous Material caused or permitted by Tenant; (c) any breach or defaultin the performance of Tenant’s obligations under this Lease; (d) anymisrepresentation or breach of warranty by Tenant under this Lease; or (e)other acts or omissions of Tenant. Tenant shall defend Landlord against anysuch cost, claim or liability at Tenant’s expense with counsel reasonablyacceptable to Landlord or, at Landlord’s election, Tenant shall reimburseLandlord for any legal fees or costs incurred by Landlord in connection withany such claim. As a material****partof the consideration to Landlord, Tenant assumes all risk of damage to propertyor injury to persons in or about the Property arising from any cause, andTenant hereby waives all claims in respect thereof against Landlord, except forany claim arising out of Landlord’s gross negligence or willful misconduct. Asused in this Section, the term “Tenant” shall include Tenant’s employees, agents,contractors and invitees, if applicable.

Section 5.06. **Landlord’sAccess.** Landlord or its agents may enter the Property at allreasonable times to show the Property to potential buyers, investors or tenantsor other parties: to do any other act or to inspect and conduct tests in orderto monitor Tenant’s compliance with all applicable environmental laws and alllaws governing the presence and use of Hazardous Material; or for any otherpurpose Landlord deems necessary. Landlord shall give Tenant prior notice ofsuch entry, except in the case of an emergency. Landlord may place customaryFor Sale” or “For Lease” signs on the Property.

Section *5.07.***Quiet Possession.**If Tenant pays the rentand complies with all other terms of this Lease, Tenant may occupy and enjoythe Property for the full Lease Term, subject to the provisions of this Lease.

ARTICLESIX: **CONDITION****OF PROPERTY;MAINTENANCE, REPAIRS AND ALTERATIONS**

Section 6.01. **Existing Conditions.**Tenant accepts theProperty in its condition as of the execution of the Lease, subject to allrecorded matters, laws, ordinances, and governmental regulations and orders.Except as provided herein, Tenant acknowledges that neither Landlord nor anyagent of Landlord has made any representation as to the condition of theProperty or the

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suitabilityof the Property for Tenant’s intended use. Tenant represents and warrants thatTenant has ‘made its own inspection of and inquiry regarding the condition ofthe Property and is not relying on any representations of Landlord or anyBroker with respect thereto. If Landlord or Landlord’s Broker has provided aProperty Information Sheet or other Disclosure Statement regarding theProperty, a copy is attached as an exhibit to the Lease.

Section 6.02. **Exemptionof Landlord****from Liability**. Landlord shall not be liable forany damage or injury to the person, business (or any loss of income therefrom),goods, wares, merchandise or other property of Tenant. Tenant’s employees,invitees, customers or any other person in or about the Property, whether suchdamage or injury is caused by or results from: (a) fire, steam, electricity,water, gas or rain; (b) the breakage, leakage, obstruction or other defects ofpipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixturesor any other cause: (c) conditions arising in or about the Property or uponother portions of the Project, or from other sources or places; or (d) any actor omission of any other tenant of the Project. Landlord shall not be liablefor any such damage or injury even though the cause of or the means ofrepairing such damage or injury are not accessible to Tenant. The provisions ofthis Section 6.02 shall riot, however, exempt Landlord from liability forLandlord’s gross negligence or willful misconduct.

Section 6.03. **Landlord’sObligations.**

(a) Except as provided in Article Seven (Damage orDestruction) and Article Eight (Condemnation). Landlord shall keep thefollowing in good order, condition and repair: the foundations, exterior wallsand roof of the Property (including painting the exterior surface of theexterior walls of the Property not more often than once every five (5) years,if necessary) and all components of electrical, mechanical, plumbing, heatingand air conditioning systems and facilities located in the Property which areconcealed or used in common by tenants of the Project. However,’ Landlord shallnot be obligated to maintain or repair windows, doors, plate glass or theinterior surfaces of exterior walls. Landlord shall make repairs under thisSection 6.03 within a reasonable time after receipt of written notice fromTenant of the need for such repairs.

(b) Tenant shall pay or reimburse Landlord for allcosts Landlord incurs under Paragraph 6.03(a) above as Common Area costs asprovided for in Section 4.05****ofthe Lease. Tenant waives the benefit of any statute in effect now or in thefuture which might give Tenant the right to make repairs at Landlord’s expenseor to terminate this Lease due to Landlord’s failure to keep the Property ingood order, condition and repair. 

Section 6.04. **Tenant’s Obligations.**

(a) Except as provided in Section 6.03, Article Seven(Damage or Destruction) and Article Eight (Condemnation). Tenant shall keep allportions of the Property (including structural. nonstructural. interior.systems and equipment) in good order, condition and repair (including interiorrepainting and refinishing, as needed). If any portion of the Property or anysystem or equipment in the Property which Tenant is obligated to repair cannotbe fully repaired or restored, Tenant shall promptly replace such portion ofthe Property or system or equipment in the Property, regardless of whether thebenefit of such replacement extends beyond the Lease Term; but if the benefitor useful life of such replacement extends beyond the Lease Term (as such termmay be extended by exercise of any options), the useful life of suchreplacement shall be prorated over the remaining portion of the Lease Term (asextended), and Tenant shall beliable only for****thatportion of the cost which is applicable to the Lease Term (as extended). Tenantshall maintain a preventive maintenance contract providing for the regularinspection and maintenance of the heating and air conditioning system by alicensed heating and air conditioning contractor, unless Landlord maintainssuch equipment under Section 6.03 above. If any part of the Property or theProject is damaged by any act or omission of Tenant, Tenant shall pay Landlordthe cost of repairing or replacing such damaged property, whether or notLandlord would otherwise be obligated to pay the cost of maintaining orrepairing such property. It is the intention of Landlord and Tenant that at alltimes Tenant shall maintain the portions of the Property which Tenant is obligatedto maintain in an attractive, first-class and fully operative condition.

(b) Tenant shall fulfill all of Tenant’s obligationsunder this Section 6.04 at Tenant’s sole expense. If Tenant fails to maintain,repair or replace the Property as required by this Section 6.04, Landlord may,upon ten (10)

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days’prior notice to Tenant (except that no notice shall be required in the case ofan emergency), enter the Property and perform such maintenance or repair(including replacement. as needed) on behalf of Tenant. In such case, Tenantshall reimburse Landlord for all costs incurred in performing such maintenanceor repair immediately upon demand.

Section 6.05. **Alterations,Additions, and Improvements.**

(a) Tenant shall not make any alterations, additions,or improvements to the Property without Landlord’s prior written consent.except for non-structural alterations which do not exceed Ten Thousand Dollars($10,000) in cost cumulatively over the Lease Term and which are not visiblefrom the outside of any building of which the Property is part. Landlord mayrequire Tenant to provide demolition and/or lien and completion bonds in formand amount satisfactory to Landlord. Tenant shall promptly remove anyalterations, additions, or improvements constructed in violation of thisParagraph 6.05(a) upon Landlord’s written request. All alterations, additions,and improvements shall be done in a good and workmanlike manner, in conformitywith all applicable laws and regulations, and by a contractor approved byLandlord. Upon completion of any such work, Tenant shall provide Landlord with “asbuilt” plans, copies of all construction contracts, and proof of payment forall labor and materials.

(b) Tenant shall pay when due all claims for labor andmaterial furnished to the Property. Tenant shall give Landlord at least twenty(20) days’ prior written notice of the commencement of any work on theProperty, regardless of whether Landlord’s consent to such work is required.Landlord may elect to record and post notices of non-responsibility on theProperty.

(c) Section 6.05 (c) See Addendum

Section 6.06. **Conditionupon Termination.** Upon the termination of the Lease, Tenant shallsurrender the Property to Landlord, broom clean and in the same condition asreceived except for ordinary wear and tear which Tenant was not otherwiseobligated to remedy under any provision of this Lease. However, Tenant shallnot be obligated to repair any damage which Landlord is required to repairunder Article Seven (Damage or Destruction). In addition, Landlord may requireTenant to remove any alterations, additions or improvements (whether or notmade with Landlord’s consent) prior to the expiration of the Lease and torestore the Property to its prior condition, all at Tenant’s expense. Allalterations, additions and improvements which Landlord has not required Tenantto remove shall become Landlord’s property and shall be surrendered to Landlordupon the expiration or earlier termination of the Lease, except****that Tenant may remove any of Tenant’s machinery orequipment which can be removed without material damage to the Property. Tenantshall repair, at Tenant’s expense, any damage to the Property caused by theremoval of any such machinery or equipment. In no event, however, shall Tenantremove any of the following materials or equipment (which shall be deemedLandlord’s property) without Landlord’s prior written consent: any power wiringor power panels; lighting or lighting fixtures; wall coverings; drapes, blindsor other window coverings; carpets or other floor coverings; heaters, airconditioners or any other heating or air conditioning equipment; fencing orsecurity gates; or other similar building operating equipment and decorations.

ARTICLESEVEN: **DAMAGE****OR DESTRUCTION**

Section 7.01. **PartialDamage to Property.**

(a) Tenant shall notify Landlord in writingimmediately upon the occurrence of any damage to the Property. If the Propertyis only partially damaged (i.e., less than fifty percent (50%) of the Propertyis untenantable as a result of such damage or less than fifty percent (50%) ofTenant’s operations are materially impaired) and if the proceeds****receivedby Landlord from the insurance policies described in Paragraph 4.04(b) aresufficient to pay for the necessary repairs, this Lease shall remain in effectand Landlord shall repair the damage assoon as reasonably****possible.Landlord may elect (but is not required) to repair any damage to Tenant’sfixtures, equipment, or improvements. 

(b) If the insurance proceeds received by Landlord arenot sufficient to pay the entire cost of repair, or if the cause of the damageis not covered by the insurance policies which Landlord maintains underParagraph 4.04(b), Landlord may elect either to (i) repair the damage as soonas

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reasonablypossible. in which case this Lease shall remain in full force and effect, or(ii) terminate this Lease as of the date the damage occurred. Landlord shallnotify Tenant within thirty (30) days after receipt of notice of the occurrenceof the damage whether Landlord elects to repair the damage or terminate theLease. If Landlord elects to repair the damage, Tenant shall pay Landlord the “deductibleamount” (if**any) under Landlord’s insurancepolicies and, if the damage was due to an act or omission of Tenant, or Tenant’semployees, agents, contractors or invitees, the difference between the actualcost of repair and any insurance proceeds received by Landlord. If Landlordelects to terminate this Lease, Tenant may elect to continue this Lease in fullforce and effect, in which case Tenant shall repair any damage to the Propertyand any building in which the Property is located. Tenant shall pay the cost ofsuch repairs, except that upon satisfactory completion of such repairs,Landlord shall deliver to Tenant any insurance proceeds received by Landlordfor the damage repaired by Tenant. Tenant shall give Landlord written notice ofsuch election within ten (10) days after receiving Landlord’s terminationnotice.

(c) If the damage to the Property occurs during thelast six (6) months of the Lease Term and such damage will require more thanthirty (30) days to repair, either Landlord or Tenant may elect to terminatethis Lease as of the date the damage occurred, regardless of the sufficiency ofany insurance proceeds. The party electing to terminate this Lease shall givewritten notification to the other party of such election within thirty (30)days after Tenant’s notice to Landlord of the occurrence of the damage.

Section 7.02. **Substantialor Total Destruction.** If the Property is substantially or totallydestroyed by any cause whatsoever (i.e., the damage to the Property is greaterthan partial damage as described in Section 7.01), and regardless of whetherLandlord receives any insurance proceeds, this Lease shall terminate the laterof (i) the date the destruction occurred and (ii) the date the Tenant ceases todo business at the property. Notwithstanding the preceding sentence, if theProperty can be rebuilt within six (6) months after the date of destruction,Landlord may elect to rebuild the Property at Landlord’s own expense, in whichcase this Lease shall remain in full force and effect. Landlord shall notifyTenant of such election within thirty (30) days after Tenant’s notice of theoccurrence of total or substantial destruction. If Landlord so elects, Landlordshall rebuild the Property at Landlord’s sole expense, except that if thedestruction was caused by an act or omission of Tenant. Tenant shall payLandlord the difference between the actual cost of rebuilding, and any insuranceproceeds received by Landlord.

Section 7.03. **TemporaryReduction of Rent.** If the Property is destroyed or damaged andLandlord or Tenant repairs or restores the Property pursuant to the provisionsof this Article Seven, any rent payable during the period of such damage,repair and/or restoration shall be reduced according to the degree, if any, towhich Tenant’s use of the Property is impaired. However, the reduction shallnot exceed the sum of one year’s payment of Base Rent, insurance premiums andreal property taxes. Except for such possible reduction in Base Rent, insurancepremiums and real property taxes, Tenant shall not be entitled to anycompensation, reduction, or reimbursement from Landlord as a result of anydamage, destruction, repair, or restoration of or to the Property.

Section 7.04. **Waiver.**Tenant waives the protection of any statute, code or judicialdecision which grants a tenant the right to terminate a lease in the event ofthe substantial or total destruction of the leased property. Tenant agrees thatthe provisions of Section 7.02 above shall govern the rights and obligations ofLandlord and Tenant in the event of any substantial or total destruction to theProperty.

ARTICLEEIGHT: **CONDEMNATION**

If all or any portion of the Property is taken underthe power of eminent domain or sold under the threat of that power (all ofwhich are called “Condemnation”), this Lease shall terminate as to the parttaken or sold on the date the condemning authority takes title or possession,whichever occurs first. If more than twenty percent (20%) of the floor area ofthe building in which the Property is located, or which is located on theProperty, is taken, either Landlord or Tenant may terminate this Lease as ofthe date the condemning authority takes title or possession, by deliveringwritten notice to the other within ten (10) days after receipt of writtennotice of such taking (or in the absence of such notice, within ten (10) daysafter the condemning authority takes title or possession). If neither

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Landlordnor Tenant terminates this Lease, this Lease shall remain in effect as to theportion of the Property not taken, except that the Base Rent and AdditionalRent shall be reduced in proportion to the reduction in the floor area of theProperty. Any Condemnation award or payment shall be distributed in thefollowing order: (a) first, to any ground lessor, mortgagee or beneficiaryunder a deed of trust encumbering the Property, the amount of its interest inthe Property; (b) second, to Tenant, only the amount of any award specificallydesignated for loss of or damage to Tenant’s trade fixtures or removablepersonal property; and (c) third, to Landlord, the remainder of such award,whether as compensation for reduction in the value of the leasehold, the takingof the fee, or otherwise. If this Lease is not terminated, Landlord shallrepair any damage to the Property caused by the Condemnation, except thatLandlord shall not be obligated to repair any damage for which Tenant has beenreimbursed by the condemning authority. If the severance damages received byLandlord axe not sufficient to pay for such repair, Landlord shall have theright to either terminate this Lease or make such repair at Landlord’s expense.

ARTICLENINE: **ASSIGNMENT AND SUBLETIING**

Section 9.01. **Landlord’sConsent Required.** No portion of the Property or of Tenant’s interestin this Lease may be acquired by any other person or entity, whether by sale,assignment, mortgage, sublease, transfer, operation of law, or act of Tenant,without Landlord’s prior written consent, except as provided in Section 9.02below. Landlord has the right to grant or withhold its consent as provided inSection 9.05 below. Any attempted transfer without consent shall be void andshall constitute a non-curable breach of this Lease. If Tenant is apartnership, any cumulative transfer of more than twenty percent (20%) of thepartnership interests shall require Landlord’s consent. If Tenant is acorporation, any change in the ownership of a controlling interest of thevoting stock of the corporation shall require Landlord’s consent.

Section 9.02. **TenantAffiliate.** Tenant may assign this Lease or sublease the Property,without Landlord’s consent, to any corporation which controls, is controlled byor is****under common control with Tenant,or to any corporation resulting from the merger of or consolidation with Tenant(“Tenant’s Affiliate”). In such case, any Tenant’s Affiliate shall assume inwriting all of Tenant’s obligations under this Lease.

Section 9.03.**No****Release of Tenant.**No transfer permitted bythis Article Nine, whether with or without Landlord’s consent, shall releaseTenant or change Tenant’s primary liability to pay the rent and to perform allother obligations of Tenant under this Lease. Landlord’s acceptance of rentfrom any other person is not a waiver of any provision of this Article Nine.Consent to one transfer is not a consent to any subsequent transfer. If Tenant’stransferee defaults under this Lease, Landlord may proceed directly againstTenant without pursuing remedies against the transferee. Landlord may consentto subsequent assignments or modifications of this Lease by Tenant’stransferee, without notifying Tenant or obtaining its consent. Such actionshall not relieve Tenant’s liability under this Lease. . . -

Section 9.05. **Landlord’sConsent.**

(a) Tenant’s request for consent to any transferdescribed in Section 9.01 shall set forth in writing the details of theproposed transfer, including the name, business and financial condition of theprospective transferee, financial details of the proposed transfer (e.g., theterm of and the rent and security deposit payable under any proposed assignmentor sublease), and any other information Landlord deems relevant. Landlord shallhave the right to terminate this Lease or to withhold consent, if reasonable,or to grant consent. based on the following factors: (i) the business of theproposed assignee or subtenant and the proposed use of the Property; (ii) thenet worth and financial reputation of the proposed assignee or subtenant: (iii)Tenant’s compliance with all of its obligations under the Lease; and (iv) suchother factors as Landlord may reasonably deem relevant. If Landlord objects toa proposed assignment solely because of the net worth and/or financialreputation of the proposed assignee, Tenant may nonetheless sublease (but notassign), all or a portion of the Property to the proposed -transferee, but onlyon the other terms of the proposed transfer.

(b) If Tenant assigns or subleases, the followingshall apply:

(i) Tenant shall pay to Landlord as Additional Rentunder the Lease the Landlord’s Share (stated in Section 1.13) of the Profit(defined below) on such transaction as and when received by Tenant, unlessLandlord gives

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writtennotice to Tenant and the assignee or subtenant that Landlord’s Share shall bepaid by the assignee or subtenant to Landlord directly. The “Profit” means (A)all amounts paid to Tenant for such assignment or sublease, including “key”money, monthly rent in excess of the monthly rent payable under the Lease, andall fees and other consideration paid for the assignment or sublease, includingfees under any collateral agreements, less (B) costs and expenses directlyincurred by Tenant in connection with the execution and performance of suchassignment or sublease for real estate broker’s commissions and costs ofrenovation or construction of tenant improvements required under suchassignment or sublease. Tenant is entitled to recover such costs and expensesbefore Tenant is obligated to pay the Landlord’s Share to Landlord. The Profitin the case of a sublease of less than all the Property is****therent allocable to the subleased space as a percentage on a square footagebasis.

(ii) Tenant shall provide Landlord a written statementcertifying all amounts to be paid from any assignment or sublease of theProperty within thirty (30) days after the transaction documentation is signed,and Landlord may inspect Tenant’s books and records to verify the accuracy ofsuch statement. On written request, Tenant shall promptly furnish to Landlordcopies of all the transaction documentation, all of which shall be certified byTenant to be complete, true and correct. Landlord’s receipt of Landlord’s Shareshall not be a consent to any further assignment or subletting. The breach ofTenant’s obligation under this Paragraph 9.05(b) shall be a material default ofthe Lease.

(c) See Addendum Section 9.05(c)

Section 9.06. **No****Merger.**No mergershall result from Tenant’s sublease of the Property under this Article Nine,Tenant’s surrender of this Lease or the termination of this Lease in any othermanner. In any such event, Landlord may terminate any or all subtenancies orsucceed to the interest of Tenant as sublandlord under any or all subtenancies.

ARTICLE TEN: **DEFAULTS;REMEDIES**

Section 10.01. **Covenantsand Conditions.** Tenant’s performance of each of Tenant’s obligationsunder this Lease is a condition as well as a covenant Tenant’s right tocontinue in possession of the Property is conditioned upon such performance.Time is of the essence in the performance of all covenants and conditions.

Section 10.02. **Defaults.**Tenant shall be in material default under this Lease:

(a) If Tenant abandons the Property or if Tenant’svocation of the Property results in the cancellation of any insurance describedin Section 4.04;

(b) If Tenant fails to pay rent or any other chargewhen due;

(c) If Tenant fails to perform any of Tenant’snon-monetary obligations under this Lease for a period of thirty (30)****days after written notice from Landlord;provided that if more than thirty (30) days are required to complete suchperformance. Tenant shall not be in default if Tenant commences suchperformance within the thirty (30) -day period and thereafter diligently pursuesits completion. However, Landlord shall not be required to give such notice ifTenant’s failure to perform constitutes a non-curable broach of this Lease. Thenotice required by this Paragraph is intended to satisfy any and all noticerequirements imposed by law on Landlord and is not in addition to any suchrequirement.

(d) (i) If Tenant makes a general assignment orgeneral arrangement for the benefit of creditors: (ii) if a petition foradjudication of bankruptcy or for reorganization or rearrangement is filed byor against Tenant and is not dismissed within thirty (30) days; (iii) if atrustee or receiver is appointed to take possession of substantially all ofTenant’s assets located at the Property or of Tenants interest in this Leaseand possession is not restored to Tenant within thirty (30)****days; or (iv) if substantially all ofTenant’s assets located at the Property or of Tenant’s interest in this Leaseis subjected to attachment, execution or other judicial seizure which is notdischarged within thirty (30)****days.If a court of competent jurisdiction determines that any of the acts describedin this subparagraph (d) is not a default under this Lease, and a trustee isappointed to take possession (or

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ifTenant remains a debtor in possession) and such trustee or Tenant transfersTenant’s interest hereunder, then Landlord shall receive, as Additional Rent,the excess, if any, of the rent (or any other consideration) paid in connectionwith such assignment or sublease over the rent payable by Tenant under thisLease.

(e) If any guarantor of the Lease revokes or otherwiseterminates, or purports to revoke or otherwise terminate, any guaranty of allor any portion of Tenant’s obligations under the Lease. Unless otherwiseexpressly provided, no guaranty of the Lease is revocable.

Section 10.03. **Remedies.**On the occurrence of any material default by Tenant, Landlord may, at any timethereafter, with or without notice or demand and without limiting Landlord inthe exercise of any right or remedy which Landlord may have:

(a) Terminate Tenant’s right to possession of theProperty by any lawful means, in which case this Lease shall terminate andTenant shall immediately surrender possession of the Property to Landlord.*Insuch event, Landlord shall be entitled to recover from Tenant all damagesincurred by Landlord by reason of Tenant’s default, including (i) the worth atthe time of the award of the unpaid Base Rent, Additional Rent and othercharges which Landlord had earned at the time of the termination; (ii) theworth at the time of the award of the amount by which the unpaid Base Rent,Additional Rent and other charges which Landlord would have earned aftertermination until the time of the award exceeds the amount of such rental lossthat Tenant proves Landlord could have reasonably avoided; (iii) the worth atthe time of the award of the amount by which the unpaid Base Rent. AdditionalRent and other charges which Tenant would have paid for the balance of theLease term after the time of award exceeds the amount of such rental loss thatTenant proves Landlord could have reasonably avoided; and (iv) any other amountnecessary to compensate Landlord for all the detriment proximately caused byTenant’s failure to perform its obligations under the Lease or which in theordinary course of things would be likely to result therefrom, including, butnot limited to, any costs or expenses Landlord incurs in maintaining orpreserving the Property after such default, the cost of recovering possessionof the Property, expenses of reletting, including necessary renovation oralteration of the Property, Landlord’s reasonable attorneys’ fees incurred inconnection therewith, and any real estate commission paid or payable. As usedin subparts (i) and (ii) above, the “worth at the time of time award” iscomputed by allowing interest on unpaid amounts at the rate of fifteen percent(15%) per annum, or such lessor amount as may then be the maximum lawful rate.As used in subpart (iii) above, the “worth at the time of the award” is computedby discounting such amount at the discount rate of the Federal Reserve Bank ofSan Francisco at the time of the award, plus one percent (1%).****If Tenant has abandoned the Property,Landlord shall have the option of (i) retaking possession of the Property andrecovering from Tenant the amount specified in this Paragraph 10.03(a) and/or(ii) proceeding under Paragraph 10.03(b). 

(b)****MaintainTenant’s right to possession, in which case this Lease shall continue in effectwhether or not Tenant has abandoned the Property. In such event, Landlord shallbe entitled to enforce all of Landlord’s rights and remedies under this Lease,including the right to recover the rent as it becomes due; Landlord shall havethe remedy described in California Civil Code Section 1951.4 (lessor maycontinue lease in effect after lessee’s breach and abandonment and recover rentas it becomes due, if lessee has the right to sublet or assign, subject only toreasonable limitations.

(c) Pursue any other remedy now or hereafter availableto Landlord under the laws or judicial decisions of the state in which theProperty is located.

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*IfTenant shall be served with a demand for the payment of past due rent or anyother charge, any payments rendered hereafter to cure any default by Tenantshall be made only by cashier’s check. 

Section 10.04.**Repayment of “Free” Rent.**If this Lease provides for a postponementof any monthly rental payments, a period of “free” rent or other rentconcession, such postponed rent or “free” rent is called the “Abated Rent”.Tenant shall be credited with having paid all of the Abated Rent on theexpiration of the Lease Term only if****Tenanthas fully, faithfully, and punctually performed all of Tenant’s obligationshereunder, including the payment of all rent (other than the Abated Rent) andall other monetary obligations and the surrender of the Property in thephysical condition required by this Lease. Tenant acknowledges that its rightto receive credit

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for theAbated Rent is absolutely conditioned upon Tenant’s full, faithful and punctualperformance of its obligations under this Lease. If Tenant defaults and doesnot cure within any applicable grace period, the Abated Rent shall immediatelybecome due and payable in full and this Lease shall be enforced as if therewere no such rent abatement or other rent concession. In such case Abated Rentshall be calculated based on the full initial rent payable under this Lease.

Section 10.05. **AutomaticTermination.** Notwithstanding any other term or provision hereof tothe contrary, the Lease shall terminate on the occurrence of any act whichaffirms the Landlord’s intention to terminate the Lease as provided in Section10.03 hereof, including the filing of an unlawful detainer action againstTenant. On such termination, Landlord’s damages for default shall include allcosts and fees, including reasonable attorneys’ fees that Landlord incurs inconnection with the filing, commencement, pursuing and/or defending of anyaction in any bankruptcy court or other court with respect to the Lease; theobtaining of relief from any stay in bankruptcy restraining any action to evictTenant: or the pursuing of any action with respect to Landlord’s right topossession of the Property. All such damages suffered (apart from Base Rent andother rent payable hereunder) shall constitute pecuniary damages which must bereimbursed to Landlord prior to assumption of the Lease by Tenant or anysuccessor to Tenant in any bankruptcy or other proceeding.

Section 10.06. **CumulativeRemedies.**Landlord’s exercise of any right or remedy shall notprevent it from exercising any other right or remedy.

ARTICLEELEVEN: **PROTECTION OF LENDERS**

Section 11.01. **Subordination.**Landlord shall have the right to subordinate this Lease to any ground lease,deed of trust or mortgage encumbering the Property, any advances made on thesecurity thereof and any renewals, modifications, consolidations, replacementsor extensions thereof, whenever made or recorded. Tenant shall cooperate withLandlord and any lender which is acquiring a security interest in the Propertyor the Lease. Tenant shall execute such further documents and assurances assuch lender may require in the form attached hereto as Exhibit “B” or suchother form as is then required by Landlord’s lender, provided that Tenant’sobligations under this Lease shall not be increased in any material way (theperformance of ministerial acts shall not be deemed material), and Tenant shallnot be deprived of its rights under this Lease. Tenant’s right to quietpossession of the Property during the Lease Term shall not be disturbed ifTenant pays the rent and performs all of Tenant’s obligations under this Leaseand is not otherwise in default. If any ground lessor, beneficiary or mortgageeelects to have this Lease prior to the lien of its ground lease, deed of trustor mortgage and gives written notice thereof to Tenant. this Lease shall bedeemed prior to such ground lease, deed of trust or mortgage whether this Leaseis dated prior or subsequent to the date of said ground lease, deed of trust ormortgage or the date of recording thereof.****Tenantwaves****the provisions of anycurrent or future statute, rule or law which may give or purport to give****Tenant any right or election to terminateor otherwise adversely affect this Lease and the obligations of the Tenanthereunder in the event of any foreclosure proceeding or sale.

Section 11.02. **Attornment.**If Landlord’s interest in the Property is acquired by any ground lessor,beneficiary under a deed of trust, mortgagee, or purchaser at a foreclosuresale, Tenant shall attorn to the transferee of or successor to Landlord’sinterest in the Property and recognize such transferee or successor as Landlordunder this Lease. Tenant waives the protection of any statute or rule of lawwhich gives or purports to give Tenant any right to terminate this Lease orsurrender possession of the Property upon the transfer of Landlord’s interest.

Section 11.03. **Signingof Documents.** Tenant shall sign and deliver any instrument ordocuments necessary or, appropriate to evidence any such attornment orsubordination or agreement to do so. If Tenant fails to do so within ten (10)****days after written request, Tenant herebymakes, constitutes and irrevocably appoints Landlord, or any transferee orsuccessor of Landlord, the attorney-in-fact of Tenant to execute and deliverany such instrument or document.

Section 11.04. **EstoppelCertifcates.**

(a) Upon Landlord’s written request, Tenant shallexecute, acknowledge and deliver to Landlord a written statement in the formattached hereto as Exhibit “C” or such other form as in then required byLandlord’s lender,

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certifying:(i) that none of the terms or provisions of this Lease have been changed (or ifthey have been changed, stating how they have been changed); (ii) that thisLease has not been cancelled or terminated: (iii) the last date of payment ofthe Base Rent and other charges and the time period covered by such payment;(iv) that Landlord is not in default under this Lease (or, if Landlord isclaimed to be in default, stating why); and (v)****such other representations or information with respect toTenant or the Lease as Landlord may reasonably request or which any prospectivepurchaser or encumbrancer of the Property may require. Tenant shall deliversuch statement to Landlord within ten (10)****daysafter Landlord’s request. Landlord may give any such statement by Tenant to anyprospective purchaser or encumbrancer of the Property. Such purchaser orencumbrancer may rely conclusively upon such statement as true and correct.

(b) If Tenant does not deliver such statement toLandlord within such ten (10) -day period, Landlord, and any prospectivepurchaser or encumbrancer, may conclusively presume and rely upon the followingfacts: (i) that the terms and provisions of this Lease have not been changedexcept as otherwise represented by Landlord: (ii) that this Lease has not beencancelled or terminated except as otherwise represented by Landlord; (iii) thatnot more than one month’s Base Rent or other charges have been paid in advance;and (iv) that Landlord is not in default under the Lease. In such event, Tenantshall be estopped from denying the truth of such facts. 

Section 11.05. **Tenant’sFinancial Condition.**Within ten (10) days after written request fromLandlord. Tenant shall deliver to Landlord such financial statements asLandlord reasonably requires to verify the net worth of Tenant or any assignee,subtenant, or guarantor of Tenant. In addition, Tenant shall deliver to anylender designated by Landlord any financial statements required by such lenderto facilitate the financing or refinancing of the Property. Tenant representsand warrants to Landlord that each such financial statement is a true andaccurate statement as of the date of such statement. All financial statementsshall be confidential and shall be used only for the purposes set forth in thisLease.

ARTICLETWELVE: **LEGAL COSTS**

Section 12.01 **LegalProceedings.** if Tenant or Landlord shall be in breach or defaultunder this Lease, such party (the “Defaulting Party”) shall reimburse the otherparty (the “Nondefaulting Party”) upon demand for any costs or expenses thatthe Nondefaulting Party incurs in connection with any breach or default of theDefaulting Party under this Lease, whether or not suit is commenced or judgmententered. Such costs shall include legal fees and costs incurred for thenegotiation of a settlement, enforcement of rights or otherwise. Furthermore,if any action for breach of or to enforce the provisions of this Lease iscommenced, the court in such action shall award to the party in whose favor ajudgment is entered, a reasonable sum as attorneys’ fees****and costs.****The losing party in such action shall pay such attorneys’fees and costs. Tenant shall also indemnify Landlord against and hold Landlordharmless from all costs, expenses, demands and liability Landlord may incur ifLandlord becomes or is made a party to any claim or action (a) instituted byTenant against any third party, or by any third party against Tenant, or by oragainst any person holding any interest under or using the Property by licenseof or agreement with Tenant; (b) for foreclosure of any lien for labor ormaterial furnished to or for Tenant or such other person; (c) otherwise arisingout of or resulting from any act or transaction of Tenant or such other person;or (d) necessary to protect Landlord’s interest under this Lease in abankruptcy proceeding, or other proceeding under Title 11 of the United StatesCode, as amended. Tenant shall defend Landlord against any such claim or actionat Tenant’s expense with counsel reasonably acceptable to Landlord or, atLandlord’s election. Tenant shall reimburse Landlord for any legal fees orcosts Landlord incurs in any such claim or action.

Section 12.02. Landlord’s Consent. Tenant shall payLandlord’s reasonable attorneys’ fees incurred in connection with Tenant’srequest for Landlord’s consent under Article Nine (Assignment and Subletting),or in connection with any other act which Tenant proposes to do and which requiresLandlord’s consent.

ARTICLETHIRTEEN: **MISCELLANEOUS PROVISIONS**

Section 13.01. **Non-Discrimination.**Tenant promises, and it is a condition to the continuance of this Lease, thatthere will be no discrimination against, or segregation of, any person or groupof persons on

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thebasis of race, color, sex, creed, national origin or ancestry in the leasing,subleasing, transferring, occupancy, tenure or use of the Property or anyportion thereof.

Section 13.02. **Landlord’sLiability; Certain Duties.**

(a) As used in this Lease, the term “Landlord” meansonly the current owner or owners of the fee title to the Property or Project orthe leasehold estate under a ground lease of the Property or Project at thetime in question. Each Landlord is obligated to perform the obligations ofLandlord under this Lease only during the time such Landlord owns such interestor title. Any Landlord who transfers its title or interest is relieved of allliability with respect to the obligations of Landlord under this Lease to be performedon or after the date of transfer. However, each Landlord shall deliver to itstransferee all funds that Tenant previously paid if such funds have not yetbeen applied under the terms of this Lease.

(b) Tenant shall give written notice of any failure byLandlord to perform any of its obligations under this Lease to Landlord and toany ground lessor, mortgagee or beneficiary under any deed of trust encumberingthe Property whose name and address have been furnished to Tenant in writing.Landlord shall not be in default under this Lease unless Landlord (or suchground lessor, mortgagee or beneficiary) fails to cure such non-performancewithin thirty (30) days after receipt of Tenant’s notice. However, if suchnon-performance reasonably requires more than thirty (30) days to cure,Landlord shall not be in default if such cure is commenced within such thirty(30) -day period and thereafter diligently pursued to completion.

(c) Notwithstanding any term or provision herein tothe contrary, the liability of Landlord for the performance of its duties andobligations under this Lease is limited to Landlord’s interest in the Propertyand the Project, and neither the Landlord nor its partners, shareholders,officers or other principals shall have any personal liability under thisLease.

Section 13.03. **Severability.**A determination by a court of competent jurisdiction that any provision of this****Lease or any part thereof is illegal orunenforceable shall not cancel or invalidate the remainder of such provision orthis Lease, which shall remain in full force and effect.

Section 13.04. **Interpretation.**The captions of the Articles or Sections of this Lease are to assist theparties in reading this Lease and are not a****partof the terms or provisions of this Lease. Whenever required by the context ofthis Lease, the singular shall include the plural and the plural shall includethe singular. The masculine, feminine and neuter genders shall each include theother. In any provision relating to the conduct, acts or omissions of Tenant,the term “Tenant” shall include Tenant’s agents, employees, contractors,invitees, successors or others using the Property with Tenant’s expressed orimplied permission. 

Section 13.05. **Incorporationof Prior Agreements; Modifications**. This Lease is the only agreementbetween the parties pertaining to the lease of the Property and no otheragreements are effective. All amendments to this Lease shall be in writing andsigned by all parties. Any other attempted amendment shall be void.

Section 13.06. **Notices.**All notices required or permitted under this Lease shall be in writing aridshall be personally delivered or sent by certified mail, return receiptrequested, postage prepaid. Notices to Tenant shall be delivered to the addressspecified in Section 1.03 above, except that upon Tenant’s taking possession ofthe Property, the Property shall be Tenant’s address for notice purposes.Notices to Landlord shall be delivered to the address specified in Section 1.02****above. All notices shall be effective upondelivery. Either party may change its notice address upon written notice to theother party.

Section 13.07. **Waivers.**All waivers must be in writing and signed by the waiving party. Landlord’sfailure to enforce any provision of this Lease or its acceptance of rent shallnot be a waiver and shall not prevent Landlord from enforcing that provision orany other provision of this Lease in the future. No statement on a paymentcheck from Tenant or in a letter accompanying a payment check shall be bindingon Landlord. Landlord may, with or without notice to Tenant, negotiate suchcheck without being bound to the conditions of such statement.

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Section 13.08. **NoRecordation.**Tenant shall not record this Lease without priorwritten consent from Landlord. However, either Landlord or Tenant may requirethat a “Short Form” memorandum of this Lease executed by both parties berecorded. The party requiring such recording shall pay all transfer taxes andrecording fees.

Section 13.09. **BindingEffect; Choice of Law.** This Lease binds any party who legallyacquires any rights or interest in this Lease from Landlord or Tenant. However,Landlord shall have no obligation to Tenant’s successor unless the rights orinterests of Tenant’s successor are acquired in accordance with the terms ofthis Lease. The laws of the state in which the Property is located shall governthis Lease.

Section 13.10. **CorporateAuthority; Partnership Authority.** If Tenant is a corporation, eachperson signing this Lease on behalf of Tenant represents and warrants that hehas full authority to do so and that this Lease binds the corporation. Withinthirty (30) days after this Lease is signed, Tenant shall deliver to Landlord acertified copy of a resolution of Tenant’s Board of Directors authorizing theexecution of this Lease or other evidence of such authority reasonablyacceptable to Landlord. If Tenant is a partnership, each person or entitysigning this Lease for Tenant represents and warrants that he or it is ageneral partner of the partnership, that he or it has full authority to signfor the partnership and that this Lease binds the partnership and all generalpartners of the partnership. Tenant shall give written notice to Landlord ofany general partner’s withdrawal or addition. Within thirty (30) days afterthis Lease is signed, Tenant shall deliver to Landlord a copy of Tenant’srecorded statement of partnership or certificate of limited partnership.

Section 13.11. **Jointand Several Liability.**All parties signing this Lease as Tenantshall be jointly and severally liable for all obligations of Tenant.

Section 13.12. **ForceMajeure.** If Landlord cannot perform any of its obligations due toevents beyond Landlord’s control, the time provided for performing suchobligations shall be extended by a period of time equal to the duration of suchevents. Events beyond Landlord’s control include, but are not limited to, actsof God, war, civil commotion, labor disputes, strikes, fire, flood or othercasualty, shortages of labor or material, government regulation or restrictionand weather conditions.

Section 13.13. **Executionof Lease.**This Lease may be executed in counterparts and, when allcounterpart documents are executed, the counterparts shall constitute a singlebinding instrument. Landlord’s delivery of this Lease to Tenant shall not bedeemed to be an offer to lease and shall not be binding upon either party untilexecuted and delivered by both parties.

Section 13.14. **Survival.**All representations and warranties of Landlord and Tenant shall survive thetermination of this Lease.

ARTICLEFOURTEEN: **BROKERS**

Section 14.01. **Broker’sFee.** When this Lease is signed by and delivered to both Landlord andTenant. Landlord shall pay a real estate commission to Landlord’s Broker namedin Section 1.08 above**,**if any, asprovided in the written****agreementbetween Landlord and Landlord’s Broker, or the sum stated in Section 1.09****above for services rendered to Landlord byLandlord’s Broker in this transaction. Landlord shall pay Landlord’s Broker acommission if Tenant exercises any option to extend the Lease Term or to buythe Property, or any similar option or right which Landlord may grant toTenant, or if Landlord’s Broker is the procuring cause of any other lease orsale entered into between Landlord and Tenant covering the Property. Suchcommission shall be the amount set forth in Landlord’s Broker’s commissionschedule in****effect as of theexecution of this Lease. If a Tenant’s Broker is named in Section 1.08****above, Landlord’s Broker shall pay anappropriate portion of its commission to Tenant’s Broker if so provided in anyagreement between Landlord’s Broker and Tenant’s Broker. Nothing contained inthis Lease shall impose any obligation on Landlord to pay a commission or feeto any party other than Landlord’s Broker.

Section 14.02. **Protectionof Brokers.**If Landlord sells the****Property,or assigns Landlord’s interest in this Lease, the buyer or assignee****shall, by accepting such conveyance of theProperty or assignment of the Lease, be****conclusivelydeemed to have agreed to make all payments to Landlord’s Broker thereafterrequired of Landlord under this Article Fourteen, Landlord’s

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Brokershall have the right to bring a legal action to enforce or declare rights underthis provision. The prevailing party in such action shall be entitled toreasonable attorneys’ fees to be paid by the losing party. Such attorneys’ feesshall be fixed by the court in such action. This Paragraph is included in thisLease for the benefit of Landlord’s Broker. 

Section 14.03. **Broker’sDisclosure of Agency.**Landlord’s Broker hereby discloses to Landlordand Tenant and Landlord and Tenant hereby consent to Landlord’s Broker actingin this transaction as the agent of:

Landlordexclusively 

Section 14.04. **NoOther Brokers**. Tenant represents and warrants to Landlord that thebrokers named in Section 1.08 above are the only agents, brokers, finders orother parties with whom Tenant has dealt who are or may be entitled to anycommission or fee with respect to this Lease or the Property.

ADDITIONAL PROVISIONS MAY BE SET FORTH IN A RIDER ORRIDERS ATTACHED HERETO OR IN THE BLANK SPACE BELOW. IF NO ADDITIONAL PROVISONSARE INSERTED, PLEASE DRAW A LINE THROUGH THE SPACE BELOW.

Landlord and Tenant have signed this Lease at theplace and on the dates specified adjacent to their signatures below and haveinitialed all Riders which are attached to or incorporated by reference in thisLease.
|      |      | “LANDLORD”                                   |
|-----------|-----------|--------------------------------------------------------|
|      |      |                                                   |
| Signed on |      | ,                                                      |   |   |   | MAJESTIC REALTY CO, a California corporation |   |
|      |      |                                                   |
|      |      |                                                   |
| At        |      | .                                                      |   | By:*/s/David Wheeler* |
|      |      | * *                                               |
|      |      | * *                                               |
| * *  | * *  | By:*/s/Edward P. Roski*                                |
| * *  | * *  | * *                                               |
|      |      | PATRICIAN ASSOCIATES, INC.,                            |
|      |      | a California corporation                               |
|      |      |                                                   |
|      |      |                                                   |
| * *  | * *  | By*: /s/Michael D. Ripson*                             |
| * *  | * *  | Michael D.  Ripson                                     |
|      |      | Vice President                                         |
|      |      |                                                   |
|      |      | By:                                                    |
|      |      |                                                   |
|      |      | “TENANT”                                     |
|      |      |                                                   |
| Signed on | March 25  | ,                                                      | 2000 |   |   | CHINO COMMERCIAL BANK,N.A., |   |
|      |      | a National  Association                                |
|      |      |                                                   |
| at        | Chino, CA |                                                   |   |   |
|      |      |                                                   |
|      |      |                                                   |
| * *  | * *  | By:*/s/Dann H. Bowman*                                 |
|      |      | Dann H. Bowman                                         |
|      |      |                                                   |
|      |      | Its:     President &  CEO |
|      |      |                                                   |
|      |      |                                                   |
| * *  | * *  | By:*/s/Daniel R. Kallestad*                            |
|      |      | Daniel R.  Kallestad                                   |
|      |      |                                                   |
|      |      | Its:     Secretary            |
|           |           |                                                        |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

IN ANY REAL ESTATETRANSACTION, IT IS RECOMMENDED THAT YOU CONSULT WITH A PROFESSIONAL, SUCH AS ACIVIL ENGINEER, INDUSTRIAL HYGIENIST OR OTHER PERSON WITH EXPERIENCE INEVALUATING THE CONDITION OF THE PROPERTY, INCLUDING THE POSSIBLE PRESENCE OFASBESTOS, HAZARDOUS MATERIALS AND UNDERGROUND STORAGE TANKS.

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THIS PRTINTED FORM LEASE HAS BEEN DRAFTED BY LEGALCOUNSEL AT THE DIRECTION OF THE SOUTHERN CALIFORNIA CHAPTER OF THE SOCIETY OFINDUSTRIAL AND OFFICE REALTORS, ®INC. NO REPRESENTATION OR RECOMMENDATION ISMADE BY THE SOUTHERN CALIFORNIA CHAPTER OF THE SOCIETY OF INDUSTRIAL AND OFFICER.EALTORS, ® INC., ITS LEGAL COUNSEL, THE REAL ESTATE BROKERS NAMED HEREIN, ORTHEIR EMPLOYEES OR AGENTS, AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT OR TAXCONSEQUENCES OF THIS LEASE OR OF THIS TRANSACTION. LANDLORD AND TENANT SHOULDRETAIN LEGAL COUNSEL TO ADVISE THEM ON SUCH MATTERS AND SHOULD RELY UPON THEADVICE OF SUCH LEGAL COUNSEL. 

**ADDENDUMTO INDUSTRIAL REAL ESTATE LEASE**

This Addendum (“**Addendum**”) is made and entered into by MAJESTIC REALTY CO.,a California corporation and PATRICIAN ASSOCIATES, INC., a Californiacorporation (collectively, “**Landlord**”) andCH1NO COMMERCIAL BANK, N.A., a California corporation (“**Tenant**”),and is dated as of the date set forth on Section 1.01 of the Industrial RealEstate Lease between Landlord and Tenant (“**Lease**”) towhich this Addendum is attached. The promises, covenants, 

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agreements anddeclarations made and set forth herein are intended to and shall have the sameforce and effect as if set forth at length in the body of the Lease. To theextent that the provisions of this Addendum are inconsistent with the terms andconditions of the Lease, the terms and conditions of this Addendum shallcontrol.

SECTION 1.O6                                         **PERMITTED USES**

Section 1.06 ishereby amended by adding the following at the end thereof:

“As long as the Tenantnamed in Section 1.03 of this Lease (and not any assignee, sublessee ortransferee of Tenant’s interest in this Lease) (“**OriginalTenant**”) continues to use the Property as a commercial bank, aridprovided that the Original Tenant continues to itself occupy the entireProperty and has not been in default under this Lease, then Landlord agreesthat during the Lease Term Landlord shall not permit any other tenant of 14335Pipeline Avenue, Chino, California to use its premises primarily for either acheck cashing business or a restaurant/bar. Landlord shall have no obligationto enforce such use restrictions against any tenants of 14335 Pipeline Avenue,Chino, California, provided that Tenant shall have the right to enforce suchrestrictions against such tenants at Tenant’s sole cost and expense. The rightscontained in this Section 1.06 shall be personal to the Original Tenantand may only be exercised by the Original Tenant.”

SECTION 1.12(a)                              **BASE RENT**

Commencing as of thethirteenth (13th) “Lease Month,” as that term is defined below, and continuingthrough the twenty-fourth (24th) Lease Month, the monthly Base Rent shall be anamount equal FIVE THOUSAND SEVEN HUNDRED THIRTY AND 10/1 00 DOLLARS($5,730.10). Commencing as of the twenty-fifth (25th) Lease Month andcontinuing through the thirty-sixth (36th) Lease Month, the monthly Base Rentshall be an amount equal to FIVE THOUSAND NINE HUNDRED TWO AND NO/100 DOLLARS($5,902.00). Commencing as of the thirty-seventh (37th) Lease Month andcontinuing through the forty-eighth (48th) Lease Month, the monthly Base Rentshall be an amount equal to SIX THOUSAND SEVENTY-NINE AND 06/100 DOLLARS($6,079.06). Commencing as of the forty-ninth (49th) Lease Month and continuingthrough the end of the initial Lease Term, the monthly Base Rent shall be anamount equal to SIX THOUSAND TWO HUNDRED SIXTY-ONE AND 43/1 00 DOLLARS($6,261.43). The term “Lease Month” shall mean each consecutive month duringthe Lease Term, with the first Lease Month commencing on the Lease CommencementDate, and each consecutive Lease Month commencing on the same day of the monthas the Lease Commencement Date.

SECTION 5.03                                            **HAZARDOUS MATERIALS**

5.03.1 DEFINITIONS

A. “HazardousMaterial” means any substance, whether solid, liquid or gaseous in nature:

(i)            the presence of which requiresinvestigation or remediation under any federal, state or local statute,regulation, ordinance, order, action, policy or common law; or

(ii)           which is or becomes defined as a “hazardouswaste,” “hazardous substance,” pollutant or contaminant under any federal,state or local statute, regulation, rule or ordinance or amendments theretoincluding, without limitation, the Comprehensive Environmental Response,Compensation and Liability Act (42 U.S.C. section 9601 et seq.) and/or theResource Conservation and Recovery Act (42 U.S.C. section 6901 et seq.), theHazardous Materials Transportation Act (49 U.S.C. section 1801 et seq.), theFederal Water Pollution Control Act (33 U.S.C. section 1251 et seq.), the CleanAir Act (42 U.S.C. section 7401 et seq.), the Toxic Substances Control Act, as amended(15 U.S.C. section 2601 et seq.), and the Occupational Safety and Health Act(29 U.S.C. section 651 et seq.), as these laws have been amended orsupplemented; or

(iii)          which is toxic, explosive, corrosive,flammable, infectious, radioactive, carcinogenic, mutagenic, or otherwisehazardous or is or becomes regulated by any governmental authority, agency,department, commission, board, agency or instrumentality of the United States,the State of California or any political subdivision thereof; or

(iv)          the presence of which on the Propertycauses or threatens to cause a nuisance upon the Property or to adjacentproperties or poses or threatens to pose a hazard to the health or safety ofpersons on or about the Property; or

(v)           the presence of which on adjacentproperties could constitute a trespass by Tenant; or

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(vi) withoutlimitation which contains gasoline, diesel fuel or other petroleumhydrocarbons; or

(vii) withoutlimitation which contains polychiorinated biphenyls (PCBs), asbestos or ureaformaldehyde foam insulation; or

(viii) withoutlimitation which contains radon gas.

B. “EnvironmentalRequirements” means all applicable present and future:

(i)            statutes, regulations, rules,ordinances, codes, licenses, permits, orders, approvals, plans, authorizations,concessions, franchises, and similar items (including, but not limited to thosepertaining to reporting, licensing, permitting, investigation and remediation),of all Governmental Agencies; and

(ii)           all applicable judicial,administrative, and regulatory decrees, judgments, and orders relating to theprotection of human health or the environment, including, without limitation,all requirements pertaining to emissions, discharges, releases, or threatenedreleases of Hazardous Materials or chemical substances into the air, surfacewater, groundwater or land, or relating to the manufacture, processing,distribution, use, treatment, storage, disposal, transport, or handling ofHazardous Materials or chemical substances.

C.            “Environmental Damages” means allclaims, judgments, damages, losses, penalties, fines, liabilities (includingstrict liability), encumbrances, liens, costs, and expenses (including theexpense of investigation and defense of any claim, whether or not such claim isultimately defeated, or the amount of any good faith settlement or judgmentarising from any such claim) of whatever kind or nature, contingent orotherwise, matured or unmatured, foreseeable or unforeseeable (includingwithout limitation reasonable attorneys’ fees and disbursements and consultants’fees) any of which are incurred at any time as a result of the existence ofHazardous Material upon, about, or beneath the Property or migrating orthreatening to migrate to or from the Property, or the existence of a violationof Environmental Requirements pertaining to the Property and the activitiesthereon, regardless of whether the existence of such Hazardous Material or theviolation of Environmental Requirements arose prior to the present ownership oroperation of the Property. Environmental Damages include, without limitation:

(i)            damages for personal injury, orinjury to property or natural resources occurring upon or off of the Property,including, without limitation, lost profits, consequential damages, the cost ofdemolition and rebuilding of any improvements on real property, interest,penalties and damages arising from claims brought by or on behalf of employeesof Tenant (with respect to which Tenant waives any right to raise as a defenseagainst Landlord any immunity to which it may be entitled under any industrialor worker’s compensation laws);

(ii)           fees, costs or expenses incurred forthe services of attorneys, consultants, contractors, experts, laboratories andall other costs incurred in connection with the investigation or remediation ofsuch Hazardous Materials or violation of such Environmental Requirements,including, but not limited to, the preparation of any feasibility studies orreports or the performance of any cleanup, remediation, removal, response,abatement, containment, closure, restoration or monitoring work required by anyGovernmental Agency or reasonably necessary to make full economic use of theProperty or any other property in a manner consistent with its current use orotherwise expended in connection with such conditions, and including withoutlimitation any attorneys’ fees, costs and expenses incurred in enforcing theprovisions of this Lease or collecting any sums due hereunder;

(iii)          liability to any third person orGovernmental Agency to indemnify such person or Governmental Agency for costsexpended in connection with the items referenced in subparagraph (ii) above;and

(iv)          diminution in the fair market value ofthe Property including without limitation any reduction in fair market rentalvalue or life expectancy of the Property or the improvements located thereon orthe restriction on the use of or adverse impact on the marketing of theProperty or any portion thereof.

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D.            “Governmental Agency” means allgovernmental agencies, departments, commissions, boards, bureaus orinstrumentalities of the United States, states, counties, cities and politicalsubdivisions thereof.

E.             The “Tenant Group” means Tenant,Tenant’s successors, assignees, guarantors, officers, directors, agents, employees,invitees, permitees or other parties under the supervision or control of Tenantor entering the Property during the term of this Lease with the permission orknowledge of Tenant other than Landlord or its agents or employees.

5.03.2 **PROHIBITIONS**

A.            Other than normal quantities ofgeneral office supplies and except as specified on Exhibit “D” attached hereto,Tenant shall not cause, permit or suffer any Hazardous Material to be broughtupon, treated, kept, stored, disposed of, discharged, released, produced,manufactured, generated, refined or used upon, about or beneath the Property bythe Tenant Group, or any other person without the prior written consent ofLandlord. From time to time during the term of this Lease, Tenant may requestLandlord’s approval of Tenant’s use of other Hazardous Materials, whichapproval may be withheld in Landlord’s sole discretion. Tenant shall, prior tothe Commencement Date, provide to Landlord for those Hazardous Materialsdescribed on Exhibit “D” (a) a description of handling, storage, use anddisposal procedures, and (b) all “community right to know” plans or disclosuresand/or emergency response plans which Tenant is required to supply to localgovernmental agencies pursuant to any Environmental Requirements.

B.            Tenant shall not cause, permit orsuffer the existence or the commission by the Tenant Group, or by any otherperson, of a violation of any Environmental Requirements upon, about or beneaththe Property.

C.            Tenant shall neither create or sufferto exist, nor permit the Tenant Group to create or suffer to exist any lien,security interest or other charge or encumbrance of any kind with respect tothe Property, including without limitation, any lien imposed pursuant tosection 107(f) of the Superfund Amendments and Reauthorization Act of 1986 (42U.S.C. section 9607(l)) or any similar state statute.

D.            Tenant shall not install, operate ormaintain any above or below grade tank, sump, pit, pond, lagoon or otherstorage or treatment vessel or device on the Property without Landlord’s priorwritten consent.

5.03.3 **INDEMNITY**

A.            Tenant, its successors, assigns andguarantors, agree to indemnify, defend, reimburse and hold harmless:

(i) Landlord; and

(ii) any otherperson who acquires all or a portion of the Property in any manner (includingpurchase at a foreclosure sale) or who becomes entitled to exercise the rightsand remedies of Landlord under this Lease; and

(iii) thedirectors, officers, shareholders, employees, partners, agents, contractors,subcontractors, experts, licensees, affiliates, lessees, mortgagees, trustees,heirs, devisees, successors, assigns and invitees of such persons, from andagainst any and all Environmental Damages which exist as a result of theactivities or negligence of the Tenant Group or which exist as a result of thebreach of any warranty or covenant or the inaccuracy of any representation ofTenant contained in this Lease, or by Tenant’s remediation of the Property orfailure to meet its obligations contained in this Lease.

B. The obligationscontained in this Section 5.03 shall include, but not be limited to, the burdenand expense of defending all claims, suits and administrative proceedings, evenif such claims, suits or proceedings are groundless, false or fraudulent, andconducting all negotiations of any description, and paying and discharging,when and as the same become due, any and all judgments, penalties or other sumsdue against such indemnified persons. Landlord, at its sole expense, may employadditional counsel of its choice to associate with counsel representing Tenant.

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C. Landlord shall havethe right but not the obligation to join and participate in, and control, if itso elects, any legal proceedings or actions initiated in connection with Tenant’sactivities. Landlord may also negotiate, defend, approve and appeal any actiontaken or issued by any applicable governmental authority with regard tocontamination of the Property by a Hazardous Material.

D. The obligations ofTenant in this paragraph shall survive the expiration or termination of thisLease.

E. The obligations ofTenant under this paragraph shall not be affected by any investigation by or onbehalf of Landlord, or by any information which Landlord may have or obtainwith respect thereto.

5.03.4 **OBLIGATION TO REMEDIATE**

In addition to theobligation of Tenant to indemnify Landlord pursuant to this Lease, Tenantshall, upon approval and demand of Landlord, at its sole cost and expense andusing contractors approved by Landlord, promptly take all actions to remediatethe Property which are required by any Governmental Agency, or which arereasonably necessary to mitigate Environmental Damages or to allow fulleconomic use of the Property, which remediation is necessitated from thepresence upon, about or beneath the Property, at any time during or upontermination of this Lease, of a Hazardous Material or a violation ofEnvironmental• Requirements existing as a result of the activities ornegligence of the Tenant Group. Such actions shall include, but not be limitedto, the investigation of the environmental condition of the Property, thepreparation of any feasibility studies, reports or remedial plans, and theperformance of any cleanup, remediation, containment, operation, maintenance,monitoring or restoration work, whether on or off the Property, which shall beperformed in a manner approved by Landlord. Tenant shall take all actionsnecessary to restore the Property to the condition existing prior to theintroduction of Hazardous Material upon, about or beneath the Property,notwithstanding any lesser standard of remediation allowable under applicablelaw or governmental policies.

5.03.5 **RIGHT TO INSPECT**

Landlord shallhave the right in its sole and absolute discretion, but not the duty, to enterand conduct an inspection of the Property, including invasive tests, at anyreasonable time to determine whether Tenant is complying with the terms of theLease, including but not limited to the compliance of the Property and theactivities thereon with Environmental Requirements and the existence ofEnvironmental Damages as a result of the condition of the Property orsurrounding properties and activities thereon. Landlord shall have the right,but not the duty, to retain any independent professional consultant (the “Consultant”)to enter the Property to conduct such an inspection or to review any reportprepared by or for Tenant concerning such compliance. The cost of theConsultant shall be paid by Landlord unless such investigation discloses aviolation of any Environmental Requirement by the Tenant Group or the existenceof a Hazardous Material on the Property or any other property caused by theactivities or negligence of the Tenant Group (other than Hazardous Materialsused in compliance with all Environmental Requirements and previously approvedby Landlord), in which case Tenant shall pay the cost of the Consultant. Tenanthereby grants to Landlord, and the agents, employees, consultants andcontractors of Landlord the right to enter the Property and to perform suchtests on the Property as are reasonably necessary to conduct such reviews andinvestigations. Landlord shall use commercially reasonable efforts to minimizeinterference with the business of Tenant.

5.03.6 **NOTIFICATION**

If Tenant shallbecome aware of or receive notice or other communication concerning any actual,alleged, suspected or threatened violation of Environmental Requirements, orliability of Tenant for Environmental Damages in connection with the Propertyor past or present activities of any person thereon, including but not limitedto notice or other communication concerning any actual or threatenedinvestigation,

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inquiry, lawsuit, claim,citation, directive, summons, proceeding, complaint, notice, order, writ, orinjunction, relating to same, then Tenant shall deliver to Landlord within ten(10) days of the receipt of such notice or communication by Tenant, a writtendescription of said violation, liability, or actual or threatened event orcondition, together with copies of any documents evidencing same. Receipt ofsuch notice shall not be deemed to create any obligation on the part ofLandlord to defend or otherwise respond to any such notification.

If requested byLandlord, Tenant shall disclose to Landlord the names and amounts of all HazardousMaterials other than general office supplies referred to in Section 5.03.2 ofthis Addendum, which were used, generated, treated, handled, stored or disposedof on the Property or which Tenant intends to use, generate, treat, handle,store or dispose of on the Property. The foregoing in no way shall limit thenecessity for Tenant obtaining Landlord’s consent pursuant to Section 5.03.2 ofthis Addendum.

5.03.7 **SURRENDER OF PROPERTY**

In the ninety (90)days prior to the expiration or termination of the Lease Term, and for up toninety (90) days after Tenant fully surrenders possession of the Property,Landlord may have an environmental assessment of the Property performed inaccordance with Section 5.03.5 of this Addendum. Tenant shall perform, at its solecost and expense, any clean-up or remedial work recommended by the Consultantwhich is necessary to remove, mitigate or remediate any Hazardous Materialsand/or contamination of the Property caused by the activities or negligence ofthe Tenant Group.

5.03.8 **ASSIGNMENT AND SUBLETTING**

In the event the Leaseprovides that Tenant may assign the Lease or sublet the Property subject toLandlord’s consent and/or certain other conditions, and if the proposedassignee’s or sublessee’s activities in or about the Property involve the use,handling, storage or disposal of any Hazardous Materials other than those usedby Tenant and in quantities and processes similar to Tenant’s uses incompliance with the Addendum, (i) it shall be reasonable for Landlord towithhold its consent to such assignment or sublease in light of the risk ofcontamination posed by such activities and/or (ii) Landlord may impose anadditional condition to such assignment or sublease which requires Tenant toreasonably establish that such assignee’s or sublessee’s activities pose nomaterially greater risk of contamination to the Property than do Tenant’spermitted activities in view of (a) the quantities, toxicity and otherproperties of the Hazardous Materials to be used by such assignee or sublessee,(b) the precautions against a release of Hazardous Materials such assignee orsublessee agrees to implement, (c) such assignee’s or sublessee’s financialcondition as it relates to its ability to fund a major clean-up and (d) suchassignee’s or sublessee’s policy and historical record respecting itswillingness to respond to the clean up of a release of Hazardous Materials.

5.03.9 **SURVIVAL OF HAZARDOUS MATERIALS OBLIGATION**

Tenant’s breach of any ofits covenants or obligations under this Addendum shall constitute a materialdefault under the Lease. The obligations of Tenant under this Addendum shallsurvive the expiration or earlier termination of the Lease without anylimitation, and shall constitute obligations that are independent and severablefrom Tenant’s covenants and obligations to pay rent under the Lease.

SECTION 5.04****SIGNS.**

Section 5.04**ishereby amended by adding the following at the end thereof:

“Notwithstanding the foregoing, subject to Landlord’sprior written approval, which shall not be unreasonably withheld, delayed orconditioned, and provided all signs are in keeping with the quality, design andstyle of the industrial park within which the Property is located, Tenant, atits sole cost and expense, may install: (i) a ground mounted monument sign infront of the Property, and (ii) identification signage on the facia of thebuilding; provided, however, that (i) the size, color, location, materials anddesign of such sign shall be subject to Landlord’s prior written consent, which

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shallnot be unreasonably withheld, delayed or conditioned; (ii) such sign shallcomply with all applicable governmental rules and regulations and the Project’scovenants, conditions and restrictions; (iii) such sign shall be personal tothe Original Tenant; (iv) such sign shall not be painted directly on thebuilding or attached or placed on the roof or exterior of the building, exceptfor the signage provided for herein to be attached to the facia of thebuilding; (v) such sign shall only advertise Chino Commercial Bank, and itsbanking business; (vi) such sign is consistent with Landlord’s signage programattached hereto as Exhibit “F” and (vii) Tenant’s continuing signageright shall be contingent upon the Original Tenant actually occupying theentire Property. Tenant shall be responsible for all costs incurred inconnection with the design, construction, installation, repair and maintenanceof Tenant’s sign(s). Upon the expiration or earlier termination of this Lease,Tenant shall cause Tenant’s sign(s) to be removed and shall repair any damagecaused by such removal. Any signs, notices, logos, pictures, names oradvertisements which are installed and that have not been separately approvedby Landlord may be removed by Landlord without notice by Landlord to Tenant atTenant’s sole cost and expense.”

SECTION 6.05

Tenant shall be granted the right, at Tenant’s solecost and expense, to move the trash enclosure from its current locationadjacent to the Building to a site mutually acceptable to Tenant and Landlordalong the east side of the Building. Tenant shall only exercise such rightpursuant to this Section 6.05**ofthe Lease, subject to Landlord’s prior written consent which shall not beunreasonably withheld, and subject to the prior written consent of the City ofChino. Tenant shall be responsible for obtaining the consent of the City ofChino.

SECTION 9.05****LANDLORD’S CONSENT.**

(c) If Landlord elects to terminate this Leasepursuant to Section 9.05(a),**Landlordmay, if it elects, enter into a new lease covering the Property with theintended assignee or sublessee on such terms as Landlord and such person orentity may agree or enter into a new lease covering the Property with any otherperson or entity; in such event, Tenant shall not be entitled to any portion ofthe profit, if any, which Landlord may realize on account of such terminationand reletting. From and after the date of such termination of this Lease,Tenant shall have no further obligation to Landlord hereunder, except formatters occurring or obligations arising hereunder prior to the date of suchtermination and for such obligations as set forth herein that survive thetermination of this Lease.

**ARTICLEFIFTEEN REVENUE AND EXPENSE ACCOUNTING**

Landlord and Tenant agree that, for all purposes (includingany determination under Section 467 of the Internal Revenue Code), rentalincome will accrue to the Landlord and rental expenses will accrue to theTenant in the amounts and as of the dates rent is payable under the Lease.

**ARTICLESIXTEEN LANDSCAPE, FIRE SYSTEM AND PUMP MAINTENANCE**

Notwithstanding the provisions of Sections 6.03 and 6.04, Landlord shallmaintain, at Tenant’s expense: (i) the landscaping of the Property and, ifapplicable, the common areas; and (ii) the ESFR fire system and pump (includingmaintenance, monitoring and testing). Such landscape maintenance shallinclude gardening, gopher control, tree trimming, replacement or repair oflandscaping, landscape irrigation systems and similar items and the sweepingand cleaning of asphalt, concrete or other surfaces on the driveway, parkingareas, yard areas, loading areas or other paved or covered surfaces. Inconnection with Landlord’s obligations under this Article, Landlord may enterinto a contract with a contractor/maintenance provider of Landlord’s choice toprovide some (but not necessarily all) of the maintenance services listedabove. Tenant’s monthly cost of such contract, hereinafter referred to as the “MaintenanceFee” is currently TWO HUNDRED TEN AND 26/100 DOLLARS ($210.26). Landlord shalluse its commercially reasonable efforts to maintain competitive contracts andshall promptly notify Tenant of any increase in the Maintenance Fee. Tenantagrees to pay monthly to Landlord, as Additional Rent, the Maintenance Fee.Tenant shall make such payment together with Tenant’s monthly rental payment,without the necessity of notice from Landlord. It is the understanding of theparties that the Maintenance Fee only, pertains to routine maintenance on theProperty and that Landlord may incur expenses in addition to the MaintenanceFee in meeting its obligations set forth above.

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Tenant shall pay toLandlord, as Additional Rent, within ten (10) days after demand therefore, thecost of such additional expenses.

**ARTICLESEVENTEEN**

**RIGHT OFFIRST REFUSAL**

During the initialLease Term, Landlord hereby grants to Original Tenant a one-time right of firstrefusal with respect to the adjacent approximately 6,046 square feet of spacelocated in the northern portion of the Building (the “**FirstRefusal Space**”), as outlined in purple on Exhibit “A”attached hereto.

17.1 **Procedure for Offer.** Landlord shallnotify Tenant (the “**Refusal Notice**”)when Landlord receives a bona fide offer (which Landlord either intends toaccept or issue a counterproposal to) (the “**Third PartyOffer**”) from a third party (the “**Third Party**”)to lease the First Refusal Space. Pursuant to such Refusal Notice, Landlordshall offer to lease to Tenant the then available First Refusal Space. TheRefusal Notice shall describe the space so offered to Tenant and shall setforth the economic terms of either the Third Party Offer, or if Landlordintends to make a counterproposal, then the terms of Landlord’s intendedcounterproposal, as applicable.

17.2 **Procedure for Acceptance**. If Tenantwishes to exercise Tenant’s right of first refusal with respect to the entireFirst Refusal Space then within five (5) business days of delivery of theRefusal Notice to Tenant (the “**Election Period**”),Tenant shall deliver notice to Landlord of Tenant’s intention to exercise itsright of first refusal with respect to the entire First Refusal Space on theterms contained in such notice. If Tenant does not so notify Landlord withinthe Election Period, then Landlord shall be free to lease the entire FirstRefusal Space to anyone whom Landlord desires on any terms Landlord desires.Notwithstanding anything to the contrary contained herein, Tenant must elect toexercise its right of first refusal, if at all, with respect to all of theFirst Refusal Space, and Tenant may not elect to lease only a portion thereof.

17.3 **Construction in the First Refusal Space.**Tenant shall take the First Refusal Space in its “as is” condition.

17.4 **Amendment to Lease.** If Tenanttimely exercises Tenant’s right to lease the First Refusal Space as set forthin this Article 17, Landlord and Tenant shall within fifteen (15) daysthereafter execute an amendment to this Lease adding such First Refusal Spaceto the Property and upon the terms and conditions as set forth in the RefusalNotice and this Article 17 Tenant shall commence payment of rent for theFirst Refusal Space, and the term of the First Refusal Space shall commenceupon the date of delivery of the First Refusal Space to Tenant, as set forth inthe Refusal Notice, and terminate (the “**First Refusal ExpirationDate**”) on the later to occur of(i) the date set forth in the RefusalNotice and (ii) this Lease termination date.

17.5 **Termination of Right of First Refusal.**The right contained in this Article 17 shall be personal to OriginalTenant and may only be exercised by Original Tenant if Original Tenant occupiesthe entire Property. The right of first refusal granted herein shall terminateupon the failure by Tenant to exercise its right of first refusal with respectto the First Refusal Space as offered by Landlord. Tenant shall not have theright to lease the First Refusal Space, as provided in this Article 17,if, as of the date of the attempted exercise of any right of first refusal byTenant, Tenant is in default of this Lease or as of the scheduled date ofdelivery of such First Refusal Space to Tenant, Tenant is in default under thisLease or Tenant has previously been in default of this Lease.

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**OPTION TOEXTEND TERM LEASE RIDER**

This Rider is attached to and made part of thatcertain Lease (the “Lease”) dated January 10, 2000 between MAJESTIC REALTY CO.AND PATRICIAN ASSOCIATES, INC., both California corporations , as Landlord andCHINO COMMERCIAL BANK, N.A., a California**corporation,as Tenant covering the Property commonly known as 14335 Pipeline Avenue, UnitB, Chino, California (the “Property”). The terms used herein shall have thesame definitions as set forth in the Lease. The provisions of this Rider shallsupersede any inconsistent or conflicting provisions of the Lease.

A.            **Option(s)to Extend Term.**

1. Landlord hereby grants to Tenant one (1) option(s)(the “Option(s)”) to extend the Lease Term for additional term(s) of five(5) years each (the “Extension(s)”), on the same terms and conditions asset forth in the Lease, but at an increased rent as set forth below. EachOption shall be exercised only by written notice delivered to Landlord at leastone hundred eighty (180) but no more than two hundred forty (240) days beforethe expiration of the Lease Term. If Tenant fails to deliver Landlord writtennotice of the exercise of an Option within the prescribed time period, suchOption and any succeeding Options shall lapse, and there shall be no furtherright to extend the Lease Term. Each Option shall be exercisable by Tenant on theexpress conditions that (a) at the time of the exercise, and at all times priorto the commencement of such Extension, Tenant shall not be in default under anyof the provisions of this Lease and (b) Tenant has not been ten (10) or moredays late in the payment of rent more than a total of three (3) times duringthe Lease Term and all preceding Extensions, and (c) Tenant has beencontinuously in possession of the Property during the entire Lease Term, is inpossession of the entire Property at the time Tenant exercises the Option, andis in possession of the entire Property as of the commencement date of theExtension.

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2.**Personal Options.**

The Option(s) are personal to the Tenant named inSection 1.03 of the Lease or any Tenant’s Affiliate described in Section 9.02of the Lease. If Tenant subleases any portion of the Property or assigns orotherwise transfers any interest under the Lease to an entity other than aTenant Affiliate prior to the exercise of an Option (whether with or withoutLandlord’s consent), such Option and any succeeding Options shall lapse. IfTenant subleases any portion of the Property or assigns or otherwise transfersany interest of Tenant under the Lease to an entity other than a TenantAffiliate after the exercise of an Option but prior to the commencement of therespective Extension (whether with or without Landlord’s consent), then suchOption and any succeeding Options shall lapse, in Landlord’s sole discretion,and the Lease Term shall expire as if such Option were not exercised. If Tenantsubleases any portion of the Property or assigns or otherwise transfers anyinterest of Tenant under the Lease in accordance with Article 9 of the Leaseafter the exercise of an Option and after the commencement of the Extensionrelated to such Option, then the term of the Lease shall expire upon theexpiration of the Extension during which such sublease or transfer occurred andonly the succeeding Options shall lapse.

B.            **Calculationof Rent.**

The Base Rent during theExtension(s) shall be determined by one or a combination of the followingmethods (INDICATE YOUR CHOICE UPON EXECUTION OF THE LEASE):

3. Fixed Adjustment (Section B (3), below) 

**EXHIBIT B**

Record and return to:

 

 

 

 

SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT

THISAGREEMENT, made and entered into as of the day of               ,     , by and between                                              ,a              withits principal office at                                  (hereinaftercalled “Mortgagee”),                   ,a                    with its principal office at                                           (hereinaftercalled “Lessor”) and                                          (hereinaftercalled “Lessee”):

WITNESSETH:

WHEREAS, Lessee has by a written lease dated                       ,andall future amendments, modifications and extensions approved in writing byMortgagee (hereinafter called the “Lease”) leased from Lessor all or part ofcertain real estate and improvements thereon located in the City of                   as more particularly described in Exhibit A attached hereto (the “DemisedPremises”); and

WHEREAS, Lessor is encumbering the Demised Premises as security for aloan (the “Loan”) from Mortgagee to Lessor (the “Mortgage”); and

WHEREAS, Lessee, Lessor and Mortgagee have agreed to the following withrespect to their mutual rights and obligations pursuant to the Lease and theMortgage;

NOW, THEREFORE, for and in consideration of Ten Dollars ($10.00) paid byeach party to the other and the mutual covenants and agreements hereincontained and other good and valuable consideration, the receipt whereof ishereby acknowledged, the parties hereto do hereby covenant and agree asfollows:

(1) Lessee’s interest in the Lease and all rights of Lessee thereunder, includingany purchase option or right of first refusal in connection with a sale of theDemised Premises, if any. shall be and are hereby declared subject andsubordinate to the Mortgage upon the Demised Premises and its terms, and theterm “Mortgage” as used herein shall also include any amendment, supplement,modification, renewal, refinance or replacement thereof.

(2) In the event of any foreclosure of the Mortgage or any conveyance inlieu of foreclosure, provided that the Lessee shall not then be in defaultbeyond any grace period under the Lease and that the Lease shall then be infull force and effect, then

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Mortgageeshall neither terminate the Lease nor join Lessee in foreclosure proceedings,nor disturb Lessee’s possession, and the Lease shall continue in full force andeffect as a direct lease between Lessee and Mortgagee.

(3) After the receipt by Lessee of notice from Mortgagee of anyforeclosure of the Mortgage or any conveyance of the Demised Premises in lieuof foreclosure, Lessee will thereafter attorn to and recognize Mortgagee or anypurchaser at any foreclosure sale or otherwise as its substitute lessor on theterms and conditions set forth in the Lease.

(4) Lessee has not and shall not prepay any of the rents under the Leasemore than one month in advance except with the prior written consent ofMortgagee.

(5)**In no event shallMortgagee be liable for the return of any security deposit, any act or omissionof the Lessor, nor shall Mortgagee be subject to any offsets or deficiencieswhich Lessee may be entitled to assert against the Lessor as a result of anyact or omission of Lessor occurring prior to Mortgagee’s obtaining title to theDemised Premises, it being understood that nothing in this clause shall bedeemed to exclude Mortgagee from responsibility for repairs and maintenancerequired of the Lessor under the Lease from and after the date Mortgageeacquires title to the Demised Premises, whether or not the need for suchrepairs or maintenance accrued before or after such date; provided, however,that in no event shall Mortgagee be responsible for consequential damagesresulting from the failure of Lessor to undertake such repairs and maintenance.

(6) So long as the Loan is outstanding, the Lease may not be amended,modified, terminated, or subordinated without the prior written consent ofMortgagee.

(7) There shall be no merger of the Lease or the leasehold estatecreated thereby with any other estate in the Demised Premises, including,without limitation, the fee estate, by reason of the same person or entityacquiring or holding, directly or indirectly, the Lease and said leaseholdestate and any such other estate.

(8) All information, notices or requests provided for or permitted to begiven or made pursuant to this Agreement shall be deemed to be an adequate andsufficient notice if given in writing and service is made by either (i)registered or certified mail, postage prepaid, in which case notice shall bedeemed to have been received three (3) business days following deposit to the mail;or (ii) nationally recognized overnight air courier, next day delivery,prepaid, in which case such notice shall be deemed to have been received one(1) business day following delivery to such courier. All notices shall beaddressed to the addresses set forth below, or to such other addresses as mayfrom time to time be specified in writing by Lessee, Lessor or Mortgagee to theother parties hereto:

Ifto Mortgagee: 

 

 

 

Ifto Lessor: 

 

 

 

Ifto Lessee: 

 

 

 

(9) This Agreement and its terms shall be governed by the laws of thestate where the Demised Premises are located and shall be binding upon andinure to the benefit of the parties hereto and their respective successors andassigns, including without limitation, any purchaser at any foreclosure sale orotherwise. This Agreement may not be modified orally or in any manner otherthan by an agreement, in writing, signed by the parties.

(10) This Agreement may be executed in counterparts, each of which shallbe deemed to be an original, and such counterparts when taken together shallconstitute but one agreement.

IN WITNESS WHEREOF, this Agreement has been fully executed under seal onthe day and year first above written.

 

|           | ,      |
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| Mortgagee |   |
|      |   |
| By:       |   |   |
| Name:     |   |   |
| Title:    |   |   |
|      |   |
|      | ,      |
| Lessor    |   |
|           |        |  |  |  |

 

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| By:    |   |   |
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| Name:  |   |   |
| Title: |   |   |
|   |   |
| By:    |   |   |
| Name:  |   |   |
| Title: |   |   |
|   |   |
|   |   |
|   | ,      |
| Lessee |   |
|   |   |
|   |   |
| By:    |   |   |
| Name:  |   |   |
| Title: |   |   |
|   |   |
| By:    |   |   |
| Name:  |   |   |
| Title: |   |   |
|        |        |        |  |  |

 

 

**EXHIBIT C**

**ESTOPPEL CERTIFICATE**

The undersigned,                        ,does hereby make the following statements:

1. They are the Tenant under a certain Lease dated                         with                             ,as Landlord, leasing the Property commonly known as **                                           ,**California.

2. The Lease dated                        is in full force and effect and the undersigned is aware of no defaults underthe terms and conditions of the Lease and has no offsets against rentals duethe Landlord or to become due the Landlord.

3. The undersigned accepted possession of theProperty on                            ,the Lease Term began on                          ,and ends on                       ,and the obligation to pay Base Rent begins on                          ,pursuant to the terms and conditions of the Lease.

4*.*The total Base Rent to be paid pursuantto the terms of said Lease is not less than $                     and no Base Rent has been paid more than one month in advance.

*5.*In the event of a default by theLandlord under any of the terms and conditions of the Lease, the undersigned atthe same time notice thereof is given to the Landlord, will notify holder ofany first mortgage or deed of trust covering the Property, provided Landlordhas provided Tenant the address of such Mortgagee. In the event that thedefault is not cured by the Landlord within the time provided for under theterms and conditions of the Lease and provided the Mortgagee has given theundersigned written notice of Mortgagee’s intention to cure such default, theundersigned will allow the Mortgagee the opportunity and sufficient additionaltime within which to correct Landlord’s default, provided the Mortgageediligently pursues such

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cure.

 

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|   |   |
|   |   |
| By:    |   |   |
| Title: |   |   |
| Date:  |   |   |
|        |        |  |  |

 

 

**EXHIBIT D**

**HAZARDOUSMATERIALS**

(To be attached by Tenant prior to execution of Lease)

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**EXHIBIT E**

**TENANT WORK LETTER**

This Tenant Work Letter shallset forth the terms and conditions relating to the construction of theProperty. This Tenant Work Letter is essentially organized chronologically andaddresses the issues of the construction of the Property, in sequence, as suchissues will arise during the actual construction of the Property. All referencesin this Tenant Work Letter to Articles or Sections of “this Lease” shall meanthe relevant portions of Articles 1 through 17 of the Industrial RealEstate Lease (to which this Tenant Work Letter is attached as Exhibit E)and the Rider attached to this Lease, and all references in this Tenant WorkLetter to Sections of “this Tenant Work Letter” shall mean the relevantportions of Sections 1 through 5**ofthis Tenant Work Letter.

SECTION1 

DELIVERYOF THE PROPERTY AND BASE BUILDFNG 

1 .1 Base Building asConstructed by Landlord. Tenant acknowledges that Tenant has thoroughlyexamined the Property. Upon the full execution and delivery of this Lease byLandlord and Tenant, Landlord shall deliver the Property and Tenant shallaccept the Property from Landlord in its presently existing, “as-is” conditionas of the date of this Lease, except as provided in Section 1.2 below.

1.2 Landlord’s Work. Landlordshall, at Landlord’s sole cost and expense, cause the construction orinstallation of the items set forth in Schedule “1” hereto in the Building(collectively, **“Landlord’s Work”**)**.**Upon full execution and delivery of theLease, Landlord shall provide Tenant with a set of construction drawings forLandlord’s Work.

SECTION2 

TENANTIMPROVEMENTS 

2.1 Tenant ImprovementAllowance. Tenant shall be responsible for all costs relating to theinitial design and construction of Tenant’s improvements, which are permanentlyaffixed to the Property (the **“TenantImprovements”**).****In noevent shall Landlord be obligated to make disbursements pursuant to this TenantWork Letter for the Tenant Improvements.

2.2 AdditionalRequirements. Tenant agrees to comply with the following procedures in connection with theconstruction of the Tenant Improvements: (i) Tenant shall make progresspayments to the “Contractor” and “Tenant’s Agents” no more frequently thanmonthly; (ii) in making any progress payments Tenant shall first procureexecuted mechanic’s lien releases which comply with the appropriate provisionsof California Civil Code Section 3262(d); (iii) Tenant shall withhold from suchprogress payments a ten percent (10%) retention (the aggregate amount of suchretentions to be known as the “Final Retention”); (iv) the Final Retentionpayable to Contractor shall only be delivered by Tenant following thecompletion of construction of the Tenant Improvements, provided that (a) Tenantdelivers to Landlord properly executed mechanics lien releases in compliancewith both California Civil Code Section 3262(d)(2) and either Section 3262(d)(3)or Section 3262(d)(4), (b) Landlord has determined that no substandard workexists which adversely affects the mechanical, electrical, plumbing, heating,ventilating and air conditioning, life-safety or other systems of the Property,the curtain wall of the Property, or the structure or exterior appearance ofthe Property, and (c) Tenant’s completion of the “Tenant’s CompletionRequirements,” as that term is defined in Section 4.3 of this TenantWork Letter.

2.3 Standard TenantImprovement Package. Landlord has established a Standard Outline ofSpecifications (the **“Specifications”**)which Specifications are partially set forth on Schedule 2, attachedhereto, for some of the Property standard components to be used in theconstruction of the Tenant Improvements in the Property

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(collectively, the **“StandardImprovement Package”**),****Thequality of Tenant Improvements must at a minimum comply with the applicableSpecifications, provided that the Tenant Improvements shall comply with certainSpecifications as designated by Landlord. Landlord may make changes to theStandard Improvement Package from time to time. Tenant’s noncompliance with theStandard Improvement Package shall constitute a material default under thisLease. 

SECTION 3 

CONSTRUCTION DRAWINGS 

3.1 Selection ofArchitect/Construction Drawings. Tenant shall retain an architectdesignated by Landlord (“the **Architect”**)****and Landlord’s engineering consultants(the **“Engineers”**)****to pre5are the plans and drawings the ‘ConstructionDrawings”. The Engineers shall prepare all plans and engineering workingdrawings relating to the structural, mechanical, electrical, plumbing, HVAC,lifesafety, and sprinkler work in the Property, which work is not part of theBase Building. The plans and drawings to be prepared by Architect and theEngineers hereunder shall be known collectively as the “Construction Drawings.”All Construction Drawings shall comply with Landlord’s drawing format andspecifications, and shall be subject to Landlord’s approval. Tenant andArchitect shall verify, in the field, the dimensions and conditions as shown onthe relevant portions of the base building plans, and Tenant and Architectshall be solely responsible for the same, and Landlord shall have noresponsibility in connection therewith. Landlord’s review of the ConstructionDrawings as set forth in this Section 3, shall be for its sole purposeand shall not imply Landlord’s review of the same, or obligate Landlord toreview the same, for quality, design, Code compliance or other like matters.Accordingly, notwithstanding that any Construction Drawings are reviewed byLandlord or its space planner, architect, engineers and consultants, andnotwithstanding any advice or assistance which may be rendered to Tenant byLandlord or Landlord’s space planner, architect, engineers, and consultants,Landlord shall have no liability whatsoever in connection therewith and shallnot be responsible for any omissions or errors contained in the ConstructionDrawings, and Tenant’s waiver and indemnity set forth in this Lease shallspecifically apply to the Construction Drawings.

3.2 Final Space Plan.Tenant shall supply Landlord with four (4) copies signed by Tenant of its finalspace plan for the Premises before any architectural working drawings orengineering drawings have been commenced. The final space plan (the **“Final Space Plan”**)****shall include a layout and designation ofall offices, rooms and other partitioning, their intended use, and equipment tobe contained therein. Landlord may request clarification or more specificdrawings for special use items not included in the Final Space Plan. Landlordshall advise Tenant within five (5)**businessdays after Landlord’s receipt of the Final Space Plan for the Premises if thesame is unsatisfactory or incomplete in any respect. If Tenant is so advised,Tenant shall promptly cause the Final Space Plan to be revised to correct anydeficiencies or other matters Landlord may reasonably require.

3.3 Final Working Drawings.Tenant shall promptly cause the Architect and the Engineers to complete thearchitectural and engineering drawings for the Property, and Architect shallcompile a fully coordinated set of architectural, structural, mechanical,electrical and plumbing working drawings in a form which is complete to allowsubcontractors to bid on the work and to obtain all applicable permits(collectively, the **“Final Working Drawings”**)****and shall submit the same to Landlord forLandlord’s approval. Tenant shall supply Landlord with four (4) copies signedby Tenant of such Final Working Drawings. Landlord shall advise Tenant withinfive *(5)*business days afterLandlord’s receipt of the Final Working Drawings for the Property if the sameis unsatisfactory or incomplete in any respect. If Tenant is so advised, Tenantshall immediately revise the Final Working Drawings in accordance with suchreview and any disapproval of Landlord in connection therewith.

3.4 Approved WorkingDrawings. The Final Working Drawings shall be approved by Landlord (the **“Approved Working Drawings”**)****prior to the commencement of constructionof the Property by Tenant. After approval by Landlord of the Final WorkingDrawings, Architect shall submit the same to City in which the Property islocated for all applicable building permits. Tenant hereby agrees that neitherLandlord nor Landlord’s consultants shall be responsible for obtaining anybuilding permit or certificate of occupancy for the property and that obtainingthe same shall be Tenant’s responsibility; provided, however, that Landlordshall cooperate with Tenant in executing permit applications and performingother ministerial acts reasonably necessary to enable Tenant to obtain any suchpermit or certificate of occupancy. No changes, modifications or alterations inthe Approved Working Drawings may be made without the prior written consent ofLandlord, which consent may not be unreasonably withheld. 

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**Schedule 1**

**Landlord’sWork**

·                                   A****modifiedstorefront and double entry doors facing south, the style and type to bemutually agreed upon between Landlord and Tenant. Tenant shall be responsiblefor the incremental cost increase of an above-standard building storefront andentry doors.

·                                   A sidewalk leading to the new entry doors perADA requirements. 

·                                   The securing of the existing roll-up doorswith masonry block. 

·                                   Three (3) down-lights above new entry doorsper existing building standards. 

·                                   One (1) 400 amp 277/480 volt. 3 phaseelectrical panel. 

·                                   Four (4) 5-ton HVAC units. (Ducting is notincluded) 

·                                   Sewer stub-out inside the demised space. 

·                                   Domestic water meter and service. 

·                                   A floor to ceiling demising wall. The wallwill be insulated to ten (10) feet  fromfinished floor.

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Recordand return to:

PrincipalLife lisurance Company c/o Principal Capital Management, LLC 801 Grand Avenue Des Moines, Iowa *50392*Attn: Donise Cannaday

SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT

THISAGREEMENT, made and entered into as of the     day of            20  ,by and between PRINCIPAL LIFE INSURANCE COMPANY, an Iowa corporation, with itsprincipal office at 801 Grand Avenue, Des Moines, Iowa 50392 (hereinaftercalled “Mortgagee”), MAJESTIC REALTY CO., and PATRICIAN ASSOCIATES, INC., bothCalifornia corporations, with its principal office at 13191 Crossroads ParkwayNorth, 6th Floor, City of Industry, California 91746 (hereinafter called “Lessor”)and CHINO COMMERCIAL BANK, N.A., a National Association (hereinafter called “Lessee”);

WITNESSETH:

WHEREAS, Lessee has by a written lease dated January 10, 2000, and allfuture amendments, modifications and extensions approved in writing byMortgagee (hereinafter called the “Lease”) leased from Lessor all or part ofcertain real estate and improvements thereon located in the City of Chino asmore particularly described in Exhibit A attached hereto (the “Demised Premises”);and

WHEREAS, Lessor is encumbering the Demised Premises as security for aloan (the “Loan”) from Mortgagee to Lessor (the “Mortgage”); and

WHEREAS, Lessee, Lessor and Mortgagee have agreed to the following withrespect to their mutual rights and obligations pursuant to the Lease and theMortgage;

NOW, THEREFORE, for and in consideration of Ten Dollars ($10.00) paidby each party to the other and the mutual covenants and agreements hereincontained and other good and valuable consideration, the receipt whereof ishereby acknowledged, the parties hereto do hereby covenant and agree asfollows:

(1)           Lessee’s interest inthe Lease and all rights of Lessee thereunder, including any purchase option orright of first refusal in connection with a sale of the Demised Premises, ifany, shall be and are hereby declared, subject and subordinate to the Mortgageupon the Demised Premises and its terms, and the term “Mortgage” as used hereinshall also include any amendment, supplement, modification, renewal, refinanceor replacement thereof.

(2)           In the event of anyforeclosure of the Mortgage or any conveyance in lieu of foreclosure, providedthat the Lessee shall not then be in default beyond any grace period under theLease and that the Lease shall then be in full force and effect, then Mortgageeshall neither terminate the Lease nor join Lessee in foreclosure proceedings,nor disturb Lessee’s possession,

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and the Lease shall continuein full force and effect as a direct lease between Lessee and Mortgagee.

(3)           After the receipt by Lessee of notice from Mortgagee of anyforeclosure of the Mortgage or any conveyance of the Demised Premises in lieuof foreclosure, Lessee will thereafter attorn to and recognize Mortgagee or anypurchaser at any foreclosure sale or otherwise as its substitute lessor on theterms and conditions set forth in the Lease.

(4) Lessee has not and shallnot prepay any of the rents under the Lease more than one month in advanceexcept with the prior written consent of Mortgagee.

(5)*         *Inno event shall Mortgagee be liable for the return of any security deposit, anyact or omission of the Lessor, nor shall Mortgagee be subject to any offsets ordeficiencies which Lessee may be entitled to assert against the Lessor as aresult of any act or omission of Lessor occurring prior to Mortgagee’sobtaining title to the Demised Premises, it being understood that nothing inthis clause shall be deemed to exclude Mortgagee from responsibility forrepairs and maintenance required of the Lessor under the Lease from and afterthe date Mortgagee acquires title to the Demised Premises, whether or not theneed for such repairs or maintenance accrued before or after such date;provided, however, that in no event shall Mortgagee be responsible forconsequential damages resulting from the failure of Lessor to undertake suchrepairs and maintenance.

(6)           So long as the Loan is outstanding, the Lease may not beamended, modified, terminated, or subordinated without the prior writtenconsent of Mortgagee.

(7)           There shall be no merger of the Lease or the leaseholdestate created thereby with any other estate in the Demised Premises,including, without limitation, the fee estate, by reason of the same person orentity acquiring or holding, directly or indirectly, the Lease and saidleasehold estate and any such other estate.

(8)           All information, notices or requests provided for orpermitted to be given or made pursuant to this Agreement shall be deemed to bean adequate and sufficient notice if given in writing and service is made byeither (i) registered or certified mail, postage prepaid, in which case noticeshall be deemed to have been received three (3) business days following depositto the mail; or (ii) nationally recognized overnight air courier, next daydelivery, prepaid, in which case such notice shall be deemed to have beenreceived one (1) business day following delivery to such courier. All noticesshall be addressed to the addresses set forth below, or to such other addressesas may from time to time be specified in writing by Lessee, Lessor or Mortgageeto the other parties hereto:

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If to Mortgagee:

Principal Life Insurance Company 801 Grand Avenue Des Moines, Iowa *50392*

If to Lessor:

Majestic Realty Co. and Patrician Associates, Inc. 13191 Crossroads Parkway North, 6th Floor City of Industry, California 91746

If to Lessee:

Chino Commercial Bank, N.A. 14345 Pipeline Avenue,Chino, California 91710

(9)           This Agreement and its terms shall be governed by the lawsof the state where the Demised Premises are located and shall be binding uponand inure to the benefit of the parties hereto and their respective successorsand assigns, including without limitation, any purchaser at any foreclosuresale or otherwise. This Agreement may not be modified orally or in any mannerother than by an agreement, in writing, signed by the parties.

(10)         This Agreement may be executed in counterparts, each of whichshall be deemed to be an original, and such counterparts when taken togethershall constitute but one agreement.

(Signatureson following page)

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IN WITNESS WHEREOF, thisAgreement has been fully executed under seal on the day and year first abovewritten.
| PRINCIPAL LIFE INSURANCE  COMPANY,     |
|----------------------------------------|
| an Iowa  corporation, Mortgagee        |
|                                   |
| By:                                    | */s/Terrence  M. Tobin* | * * |
| Name: Terrence M. Tobin                |
| Title: Counsel                         |
|                                   |
|                                   |
| By:                                    | */s/Stephen  G. Skrivanek* | * * |
| Name: Stephen G. Skrivanek             |
| Title: Counsel                         |
|                                   |
| MAJESTIC REALTY  CO., a                |
| California  corporation, Lessor        |
|                                   |
| By:                                    |   |   |
| Name:                                  |
| Title:                                 |
|                                   |
| PATRICIAN  ASSOCIATES, INC., a         |
| California  corporation, Lessor        |
|                                   |
| By:                                    | */s/Terrence  M. Tobin* | * * |
| Name Terrence M. Tobin                 |
| Title:Counsel and Assistant Secretary  |
|                                   |
| By:                                    | */s/Stephen  G. Skrivanek* | * * |
| Name: Stephen G. Skrivanek             |
| Title: Counsel and Assistant Secretary |
|                                   |
| CHINO COMMERCIAL  BANK, N.A.,          |
| a National  Association, Lessee        |
|                                   |
|                                   |
| By:                                    | */s/Dann  H. Bowman* | * * |
| Name:                                  | Dann H. Bowman |   |
| Title:                                 | President/ CEO |   |
|                                   |
| By:                                    | * * | * * |
| Name:                                  |   |   |
| Title:                                 |   |   |
|                                        |  |  |  |  |

 

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**ESTOPPEL CERTIFICATE**

The undersigned, Chino Commercial Bank, N.A., aNational Association, does hereby make the following statements:

1.             Theyare the Tenant under a certain Lease dated January 10, 2000, with MajesticRealty Co. and Patrician Associates, Inc., both California corporations, asLandlord, leasing the Property commonly known as 14345Pipeline Avenue,Chino, California.

2.             TheLease dated January 10, 2000, is in full force and effect and the undersignedis aware of no defaults under the terms and conditions of the Lease and has nooffsets against rentals due the Landlord or to become due the Landlord.

3.             Theundersigned accepted possession of the Property on April 15*,*2000, the Lease Term began on April 15,**2000,and ends on June 30, 2005, and the obligation to pay Base Rent begins on April 15*,*2000,pursuant to the terms and conditions of the Lease.

4.             Thetotal Base Rent to be paid pursuant to the terms of said Lease is not less than$5,730.10**and no Base Rent has been paid more than onemonth in advance.

5.*            *In the event of a default by the Landlordunder any of the terms and conditions of the Lease, the undersigned at the sametime notice thereof is given to the Landlord, will notify holder of any firstmortgage or deed of trust covering the Property, provided Landlord has providedTenant the address of such Mortgagee. In the event that the default is notcured by the Landlord within the time provided for under the terms andconditions of the Lease and provided the Mortgagee has given the undersignedwritten notice of Mortgagee’s intention to cure such default, the undersignedwill allow the Mortgagee the opportunity and sufficient additional time withinwhich to correct Landlord’s default, provided the Mortgagee diligently pursuessuch cure.
|   | CHINO COMMERCIAL BANK, N.A., a |
|--------|--------------------------------|
|   | National Association           |
|   |                           |
|   |                           |
|   | By:                            | */s/Dann H. Bowman* |
|   | Title:                         | President/ CEO |
|   | Date:                          | January 22, 2002 |
|        |                                |  |  |

 

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**FIRST AMENDMENT TO INDUSTRIAL REALESTATE LEASE**

This FIRST AMENDMENT TO INDUSTRIAL REAL ESTATE LEASE (“**First Amendment”**) is made and entered intoas of October 27, 2004 (the **“First AmendmentDate”**), by and between MAJESTIC REALTY CO., a California corporationand PATRICIAN ASSOCIATES, INC., a California corporation (collectively, **“Landlord”**),****and CHINO COMMERCIAL BANK, N.A., a national association (**“Tenant”**).

**RECITALS**

A.            Tenant and Landlord entered into that certain IndustrialReal Estate Lease (the **“Lease”**),dated January 10, 2000, whereby Landlord leased to Tenant and Tenant leasedfrom Landlord approximately 6,954**square feet of space (the **“Property”**) more commonly known as 14345Pipeline Avenue, Chino, California and previously referred to as 14335 PipelineAvenue, Unit B, Chino, California.

B.            The parties desire to amend the Lease on the terms andconditions set forth in this First Amendment.

**AGREEMENT**

NOW, THEREFORE, inconsideration of the foregoing recitals and the mutual covenants containedherein, and for other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, the parties hereto hereby agreeas follows:

1. **Terms.              **All undefined terms when used herein shallhave the same respective meanings as are given such terms in the Lease unlessexpressly provided otherwise in this First Amendment.

2**. Extended LeaseTerm.   **The Lease Term is currently scheduled toexpire on June 30, 2005 (the **“LeaseExpiration Date”**).****As of the First Amendment Date, the LeaseTerm is extended to June 30, 2010 (the **“RevisedLease Expiration Date”**),****and, unless sooner terminated under the termsof the Lease, as amended by this First Amendment, will expire on the RevisedLease Expiration Date. The period of time beginning on the day following theLease Expiration Date and continuing through the Revised Lease Expiration Dateis the **“Extended****Lease Term.”**

3. **Base Rent.       **Commencing as of July 1, 2005 and continuinguntil through June 30, 2006, the monthly Base Rent shall be an amount equal toSIX THOUSAND FOUR HUNDRED FORTY-NINE AND 27/100 DOLLARS ($6,449.27). Commencingas of July 1, 2006 and continuing until through June 30, 2007, the monthly BaseRent shall be an amount equal to SIX THOUSAND SIX HUNDRED FORTY-TWO AND 75/100DOLLARS ($6,642.75). Commencing as of July 1, 2007 and continuing until throughJune 30, 2008, the monthly Base Rent shall be an amount equal to SIX THOUSANDEIGHT HUNDRED FORTY-TWO AND 03/100 DOLLARS ($6,842.03). Commencing as of July1, 2008 and continuing until through June 30, 2009, the monthly Base Rent shallbe an amount equal to SEVEN THOUSAND FORTY-SEVEN AND 29/100 DOLLARS($7,047.29). Commencing as of July 1, 2009 and continuing until through June30, 2010, the monthly Base Rent shall be an amount equal to SEVEN THOUSAND TWOHUNDRED FIFTY-EIGHT AND 71/100 DOLLARS ($7,258.71).

4. **Security****Deposit.            **Concurrently with Tenant’s execution anddelivery of this First Amendment, Tenant shall deposit with Landlord anadditional Security Deposit in an amount equal to One Hundred Eighty-Seven and84/100 ($187.84) as additional security for the performance by Tenant of itsobligations under the Lease, as amended by this First Amendment.

5. **Tenant’s Acceptance of the****Property.**         Landlordand Tenant acknowledge that Tenant has been occupying the Property pursuant tothe Lease, since on or about April 3, 2000, and therefore Tenant continues toaccept the Property in its presently existing, “as is” condition and Landlordhas made no representation or warranty with regard to the condition of theProperty or the suitability thereof for Tenant’s business, nor shall Landlordbe obligated to provide or pay for any improvement work or services related tothe improvement of the Property.

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6.**Deletions.**         Effective as of the First AmendmentDate, Article 17 of the Lease and the Option to Extend Term Lease Riderattached to the Lease are hereby deleted and shall be of no further force oreffect.

7**. Brokers.**          The parties recognize that the onlybrokers involved in the negotiation of this First Amendment are Majestic RealtyCo. and Seapower Carpenter Capital, Inc. and agree that Landlord shall besolely responsible for the payment of any “Brokerage Commission” to suchbrokers. Each party represents and warrants to the other that they have notdealt with any other broker in connection with the negotiation and consummationof this First Amendment and they each know of no other real estate broker,agent or finder who is, or might be, entitled to a commission or compensationin connection with this First Amendment. Each party agrees to indemnify anddefend the other party against, and hold the other party harmless from, any andall claims, demands, losses, liabilities, damages, lawsuits, judgments, andcosts and expenses (including, without limitation, reasonable attorneys’ feesand costs) with respect to any leasing commission or equivalent compensationalleged to be owing on account of the indemnifying party’s dealings with anyother real estate broker or agent.

8.**No Other****Modifications.               **Exceptas otherwise provided herein, all other terms and provisions of the Lease shallremain in full force and effect, unmodified by this First Amendment.

9.**Binding Effect.**   The provisions of this First Amendment shallbe binding upon and inure to the benefit of the heirs, representatives,successors and permitted assigns of the parties hereto.

10.**Authority.**         Theparties represent and warrant that they have the requisite authority to bindthe entity on whose behalf they are signing.

11**. Counterparts.**This First Amendment may be executed in anynumber of original counterparts. Any such counterpart, when executed, shallconstitute an original of this First Amendment, and all such counterpartstogether shall constitute one and the same First Amendment.

[Signatureson next page.]

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IN WITNESS **WHEREOF**, the parties have entered into this First Amendment as of the date firstset forth above.
|             |        | “LANDLORD”          |
|-------------|-------------|-------------------------------|
|        |        |                          |
| Executed on | November 23 | , 2004                        |   |   | MAJESTIC REALTY CO., |   |
|        |        | a California corporation      |
|        |        |                          |
|        |        |                          |
|        |        | By:                           | */s/David Wheeler* | * * |
|        |        |                          | * * | * * |
|        |        |                          | * * | * * |
|        |        | By:                           | */s/Jay Bradford* | * * |
|        |        |                          | * * |
|        |        |                          | * * |
|        |        |                          | * * |
| Executed on | December 01 | , 2004                        |   |   | PATRICIAN ASSOCIATES,  INC., |   |
|        |        | a California corporation      |
|        |        |                          | * * |
|        |        | By:                           | PRINCIPAL REAL ESTATE |
|        |        |                          | INVESTORS, LLC |
|        |        |                          | a Delaware limited  liability company, |
|        |        |                          | its authorized signatory |
|        |        |                          |   |
|        |        |                          |   |
|        |        | By:                           | */s/Troy A. Koerselman* | * * |
|        |        |                          | Troy A. Koerselman |
|        |        |                          | Investment Director |
|        |        |                          | Assest Management |
|        |        | By:                           |   |   |
|        |        |                          |   |
|        |        |                          |   |
| Executed on | November 10 | , 2004                        |   |   | “TENANT” |   |
|        |        |                          |
|        |        | CHINO COMMERCIAL BANK,  N.A., |
|        |        | a national association        |
|        |        |                          |
|        |        | By:                           | */s/Dann H. Bowman* | * * |
|        |        |                          | * * |
|        |        |                          | Its: | President/ CEO |   |
|        |        |                          |   |   |
|        |        | By:                           | * * | * * |
|        |        |                          | * * |
|        |        |                          | Its: |   |   |
|             |             |                               |  |  |  |  |  |  |  |  |  |  |  |

 

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