EXHIBIT 10.6

STANDARD OFFICE LEASE GROSS

AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION

1.	Basic Lease Provisions ("Basic Lease Provisions")

1.1	Parties: This Lease dated for reference purposes only July 17, 
1997 is made by and between Fujita Investors of California (herein 
called "Lessor") and Orange National Bank doing business under the name 
of (herein called "Lessee").

1.2	Premises: Suite Number(s) 100, 1st floors, consisting of 
approximately 5,266 rentable feet more or less, as defined in paragraph 
2 and as shown on Exhibit "A" hereto (the "Premises".). 

1.3	Building: Commonly described as being located at 1800 West Katella 
in the City of Orange County of Orange State of California as more 
particularly described In Exhibit "A" hereto, and as defined in 
paragraph 2.

1.4	Use: Bank-Branch/ Office Use/ATM/Night Depository subject to 
paragraph 6.

1.5	 Term: Ten (10) years commencing January 1, 1998 ("Commencement 
Date") and ending December 31, 2007 as defined In paragraph 3.

1.6	Base Rent:   $8,056.98 per month, payable on the lst day of each 
month, per paragraph 4.1

1.7	Base Rent increase: On Jan 1. 2000; Jan 1, 2002; Jan 1, 2004; Jan 
1,2006 the monthly Base Rent payable under paragraph 1.6 above should be 
adjusted as provided in paragraph 4.3 below.

1.8	Rent Paid Upon Execution:

1.9	Security Deposit: $8,862.68

1.10	Lessee's Share of Operating Expense Increase: 11.2 % as defined 
in paragraph 4.2.

2.	Premises, Parking and Common Areas.

2.1	Premises: The Premises are a portion of a building, herein 
sometimes referred to as the "Building" Identified In paragraph 1.3 of 
the Basic Lease Provisions.  "Building" shall include adjacent parking 
structures used in connection therewith.  The Premises, the Building, the 
Common Areas, the land upon which the same are located, along with all 
other buildings and improvements thereon or thereunder, are herein 
collectively referred to as the "Office Building Project" Lessor hereby 
leases to Lessee and Lessee leases from Lessor for the term, at the 
rental and upon all of the conditions set forth herein, the real property 
referred to in the Basic Lease Provisions, paragraph 1.2, as the 
"Premises" including rights to the Common Areas as hereinafter specified.

2.2	Vehicle Parking: So long as Lessee is not in default and subject to 
the rules and regulations attached hereto, and as established by Lessor 
from time to time, Lessee shall be entitled to rent and use 19 parking 
spaces in the Office Building Project.

2.2.1	If Lessee commits, permits or allows any of the prohibited 
activities described in the Lease or the rules then in effect then Lessor 
shall have the right, without notice, in addition to such other rights 
and remedies that it may have, to remove or tow away the vehicle involved 
and charge the cost to Leases, which Cost shall be Immediately payable 
upon demand by Lessor.

2.2.2	The monthly parking rate per parking space will be $ -O- per month 
at the commencement of the term of this Lease.  Monthly parking fees 
shall be payable one month in advance prior to the first day of the 
calendar month.

2.3	Common Areas-Definition.  The term "Common Areas" Is defined as all 
areas and facilities outside the Premises and within the exterior 
boundary line of the Office Building Project that are provided and 
designated by the Lessor from time to time for the general non-exclusive 
use of Lessor.  Lessee and of other lessees of the Office Building 
Project and their respective employees, suppliers, shippers.  Customers 
and invitees, including but not limited to common entrances, lobbies, 
corridors, stairways and stairwells, public restrooms, elevators, 
escalators, parking areas to the extent not otherwise prohibited by this 
Lease, loading and unloading areas, trash areas, roadways, sidewalks, 
walkways, parkways, ramps, driveways, landscaped areas and decorative 
walls.

2.4	Common Areas-Rules and Regulations.  Lessee agrees to abide by and 
conform to the rules and regulations attached hereto as Exhibit B with 
respect to the Office Building Project and Common Areas, and to cause its 
employees, suppliers, shippers, customers, and invitees to so abide and 
conform.  Lessor of such other person(s) as Lessor may appoint shall have 
the exclusive control and management of the Common Areas and shall have 
the right, from time to time, to modify, amend and enforce said rules and 
regulations.  Lessor shall not be responsible to Lessee for the 
noncompliance with said rules and regulations by other lessors, their 
agents, employees and invitees of the Office Building Project.

2.5	Common Areas-Changes.  Lessor shall have the right, in Lessor's 
sole discretion, from time to time:

	(a)	To make changes to the Building interior and exterior and 
Common Areas, Including, without limitation, changes in the location, 
size, shape, number, and appearance thereof, including but not limited to 
the lobbies, windows, stairways, air shafts, elevators, escalators, 
restrooms, driveways, entrances, parking spaces, parking areas, loading 
and unloading areas, Ingress, egress, direction of traffic, decorative 
Wells, landscaped areas and walkways; provided however  Lessor shall at 
all times provide the parking facilities required by applicable law:

	(b) To close temporarily any of the Common Areas for maintenance 
purposes so long as reasonable access to the Promises remains available;

	(c)	To designate other land and Improvements Outside the 
boundaries of the Office Building Project to be a part of the Common 
Areas, provided that such other land and Improvements have a reasonable 
and functional relationship to the Office Building Project;

	(d)	To add additional buildings and Improvements to the Common 
Areas;

	(e)	To use the Common Areas while engaged in making additional 
Improvements, repairs or alterations to the Office Building Project or 
any portion thereof:

	(f)	To do and perform such other acts and make such other changes 
in, to or with respect to the Common Areas and Office Building Project as 
Lessor may, In the exercise of sound business judgment deem to be 
appropriate.

3. Term.

3.1	Term. The term and Commencement Date of this lease shall be as 
specified in paragraph 1.5 of the Basic Lease Provisions.

3.2	Delay in Possession. Notwithstanding said Commencement date, if for 
any reason Lessor cannot deliver possession of the Premises to Lessee on 
said date and subject to paragraph 3.2.2, Lessor shall not be subject to 
any liability therefore, nor shall such failure affect the validity of 
this Lease or the obligations of Losses hereunder or extend the term 
hereof; but, in such case, Lessee shall not be obligated to pay rent or 
perform any other obligation of Lessee under the terms of this Lease, 
except as may be otherwise provided in this Lease, until possession of 
the Premises is tendered to Lessee, as hereinafter defined: provided, 
however, that It Lessor shall not have delivered Possession of the 
Premises within sixty (60) days following said Commencement Date, as the 
same may be extended under the terms of a Work Letter executed by Lessor 
and Lessee, Lessee may, at Lessee's option, by notice In writing to 
Lessor within ten (10) days thereafter, cancel this Lease, in which event 
the parties shall be discharged from all obligations hereunder; provided, 
however, that, as to Lessee's obligations, Lessee first reimburses Lessor 
for all Costs incurred for Non-Standard Improvements and. as to Lessor's 
obligations, Lessor's  all return any money previously deposited by 
Lessee (less any offsets due Lessor for Non Standard Improvements and 
provided further, that if such written notice by Lessee Is not received 
by Lessor within said ten (10) day period, Lessee's right to cancel this 
Lease hereunder shall terminate and be of no further force or effect.

3.2.1	Possession Tendered-Defined.  Possession of the Premises shall be 
deemed tendered to Lessee ("Tender of Possession") when (1) the 
improvements to be provided by Lessor under this Lease are substantially 
completed (2) the Building utilities are ready for use In the Premises, 
(3) Lessee has reasonable access to the Premises, and (4) ten (10) days 
shall have expired following advance written notice to Lessee of the 
occurrence of the matters described In (1), (2) and (3), above of this 
paragraph 3.2. 1.
	
3.2.2	Delays Caused by Lessee.  There shall be no abatement of rent and 
the sixty (60) day period following the Commencement Date before which 
Lessees right to cancel this Lease accrues under paragraph 3.2, shall be 
deemed extended to the extent of any delays caused by acts or omissions 
of Lessee, Lessee's agents, employees and contractors.
	
3.3	Early Possession. If Lessee occupies the Premises prior to said 
Commencement Date, such occupancy shall be subject to all Provisions of 
this Lease, such occupancy shall not change the termination date, and 
Lessee shall pay rent for such occupancy.
	
3.4	Uncertain Commencement. In the event commencement of the Lease term 
Is defined as the completion of the improvements, Lessee and Lessor shall 
execute an amendment to this Lease establishing the date of Tender of 
Possession (as defined In paragraph 3.2.1) or the actual taking of 
possession by Lessee whichever first occurs, as the Commencement Date.
	
4.	Rent
	
4.1	Base Rent. Subject to adjustment as hereinafter provided in 
paragraph 4.3 and except as may be otherwise expressly provided In this 
Lease, Lessee to pay to Lessor the Base Rent for the Premises set forth 
In paragraph 1.6 of the Basic Lease Provisions, without offset or 
deduction.  Lessee shall pay Lessor upon execution hereof the advance 
Base Rent described In paragraph 1.8 of the Basic Lease Provision Rent 
for any period during the term hereof which is for less than one month 
shall be prorated based upon the actual number of days of the calendar 
month involved.  Rent shall be payable In Lawful money of the United 
States to Lessor at the address stated herein or to such other persons or 
at such other places as Lessor may designate in writing.

4.2	Operating Expense Increase. Lessee shall pay to Lessor during the 
term hereof, In addition to the Base Rent, Lessee's Share, as hereinafter 
defined, of the amount by which all Operating Expenses, as hereinafter 
defined, for each Comparison Year exceeds the amount of all Operating 
Expenses for the Base Year, such excess being hereinafter referred to as 
the "Operating Expense Increase" in accordance with the following 
provisions:
	
	(a)	"Lessee's Share" is defined, for purposes of this Lease, as 
the percentage set forth In paragraph 1.10 of the Basic Lease Provisions, 
which percentage has been determined by dividing the approximate square 
footage of the Premises by the total approximate square footage of the 
rentable space contained In the Office Building Project.  It Is 
understood and agreed that the square footage figures set forth In the 
Basic Lease Provisions are approximations which Lessor and Lessee agree 
are reasonable and shall not be subject to revision except In connection 
with an actual change In the size of the Premises or a change In the 
space available for lease In the Office Building Project.
	
	(b) "Base Year" Is defined as the calendar year in which the Lease 
term commences.
	
	(c)	"Comparison Year" is defined as each calendar year during the 
term of this Lease subsequent to the Base Year; provided, however, Lessee 
shall have no obligation to pay a share of the Operating Expense Increase 
applicable to the first twelve (12) months of the Lease Term (other than 
such as are mandated by a governmental authority, as to which government 
mandated expenses Lessee shall pay Lessee's Share, notwithstanding they 
occur during the first twelve (12) months).  Lessee's Share of the 
Operating Expense Increase for the first and last Comparison Years of the 
Lease Term shall be prorated according to that portion of such Comparison 
Year as to which Lessee Is responsible for a share of such Increase,
	
	(d)	"Operating Expenses" is defined, for purposes of this Lease, 
to include all costs, It any, Incurred by Lessor In the exercise of Its 
reasonable discretion for the operation, repair, maintenance, and 
replacement, in neat, clean, safe, good order and condition, of the 
Office Building Project, Including but not limited to, the following:
	
		(aa) The Common Areas, Including their surfaces, coverings, 
decorative Items, carpets, drapes and window coverings, and Including 
parking areas, loading and unloading areas, trash areas, roadways, 
sidewalks, walkways, stairways, parkways, driveways, landscaped areas, 
striping, bumpers, irrigation systems.  Common Area lighting facilities, 
building exteriors and roofs, fences and gates:
	
		(bb) All heating, air conditioning, plumbing, electrical 
systems, life safety equipment, telecommunication and other equipment 
used in common by or for the benefit of lessor occupants of the Office 
Building Project, including elevators and escalators, tenant directories, 
fire detection systems Including sprinkler system maintenance and repair.
	
			(ii)	Trash disposal, janitorial and security 
services:
	
			(iii)	Any other service to be provided by Lessor that 
is elsewhere in this Lease stated to be an "Operating Expense":
	
			(iv)	The cost of the premiums for the liability and 
properly insurance policies to be maintained by Lessor under paragraph 8 
hereof:
	
			(v)	The amount of the real properly taxes to be paid 
by Lessor under paragraph 10.1 hereof;
	
			The cost of water, sewer, gas, electricity, and other 
publicly mandated services to the Office Building Project;
	
		(vi)	Labor, salaries and applicable fringe benefits 
and costs, materials, supplies and tools, used in maintaining and/or 
cleaning the Office Building Project and accounting and a management fee 
attributable to the operation of the Office Building Project:
	
		(vii)	Replacing and/or adding Improvements mandated by 
any governmental agency and any repairs or removals necessitated thereby 
amortized over Its useful life according to Federal income tax 
regulations or guidelines for depreciation thereof (including interest on 
the unamortized balance as is then reasonable In the judgment of Lessee's 
accountants):
	
		(ix)	Replacements of equipment or improvements that 
have a useful life for depreciation purposes according to Federal income 
tax guidelines of five (5) years or less, as amortized over such life.
	
	(e)	Operating Expenses shall not Include the costs of 
replacements of equipment or improvements that have a useful life for 
Federal income tax purposes In excess of five (5) years unless it is of 
the type described in paragraph 4.2(d)(viii). In which case their cost 
shall be included as above provided.
	
	(f)	Operating Expenses shall not include any expenses paid by any 
lessee directly to third parties or as to which Lessor is otherwise 
reimbursed by any third party, other tenant, or by Insurance proceeds.
	
	(g)	Lessee's Share of Operating Expense Increase shall be payable 
by Lessee after a reasonably detailed statement of actual expenses is 
presented to Lessee by Lessor.  An amount will be estimated by Lessor 
from time to time in advance of Lessee's Share of the Operating Expense 
Increase for any Comparison Year, and the same shall be payable monthly 
as Lessor shall designate, during each Comparison Year of the Lease term, 
on the same day as the Base Rent Is due hereunder.  In the event that 
Lessee pays Lessor's estimate of Lessee's Share of Operating Expense 
Increase as aforesaid, Lessor shall deliver to Lessee within sixty (60) 
days after the expiration of each Comparison Year a reasonably detailed 
statement showing Lessee's Share of the actual Operating Expense Increase 
Incurred during such year.  If Lessee's payments under this paragraph 
4.2(g) during said Comparison Year exceed Lessee's Share as indicated on 
said statement, Lessee shall be entitled to credit the amount of such 
overpayment against Lessee's Share of Operating Expense Increase next 
falling due.  If Les3ee's payments under this paragraph during said 
Comparison Year were less than Lessee's Share as Indicated on said 
statement, Lessee shall pay to Lessor the amount of the deficiency within 
ten (10) days after delivery by Lessor to Lessee of said statement, 
Lessor and Lessee shall forthwith adjust between them by cash payment any 
balance determined to exist with respect to that portion of the last 
Comparison Year for which Lessee is responsible as to Operating Expense 
Increases. Notwithstanding that the Lease term may have terminated before 
the end of such Comparison Year.
	
4.3 Rent Increases
	
4.3.1	At times set forth in paragraph 1.7 of the Basic Lease Provisions, 
the monthly Base Rent payable under paragraph 4.1 of this Lease in the 
Consumer Price Index of the Bureau of Labor Statistics Of the Department 
of Labor for All Urban Consumers (1967=100) All Items for the city 
nearest the location of the Building, herein referred to as "C.P.I." 
since the date of this Lease.
	
4.3.2	The monthly Base Rent payable pursuant to paragraph 4.3.1 shall be 
calculated as follows: the Base Rent payable for the first month of the 
term of this Lease, as set forth in paragraph 4.1 of this Lease, shall be 
multiplied by a fraction the numerator of which shall be the CPI of the 
calendar month during which the adjustment Is to take effect, and the 
denominator of which shall be the CPI for the calendar month in which the 
original Lease term commences.  The sum so calculated shall constitute 
the new monthly Base Rent hereunder, but, in no event, shall such new 
monthly Base Rent be less than the Base Rent payable for the month 
Immediately preceding the date for the rent adjustment.
	
4.3.3	In the event the compilation and/or publication of the CPI shall 
be transferred to any other governmental department or bureau or agency 
or shall be discontinued, then the index most nearly the same as the CPI 
shall be used to make such calculations.  In the event that Lessor 
and Lessee cannot agree on such alternative index, then the matter shall 
be submitted for decision to the American Arbitration Association in the 
County in which the Premises are located, In accordance with the then 
rules of said association and the decision of the arbitrators shall be 
binding upon the parties. Notwithstanding one party failing to appear 
after due notice of the proceeding.  The cost of said Arbitrators shall 
be paid equally by Lessor and Lessee.
	
4 3.4	Lessee shall continue to pay the rent at the rate previously in 
effect until the increase, if any. is determined.  Within five (5) days 
following the date on which the increase is determined, Lessee shall make 
such payment to Lessor as will bring the increased rental current 
commencing with the effective date of such increase through the date of 
any rental installments then due.  Thereafter the rental shall be paid at 
the increased rate.

5.	Security Deposit.  Lessee shall deposit with Lessor upon execution 
hereof the security deposit set forth in paragraph 1.9 of the Basic Lease 
Provisions as security for Lessee's faithful performance of Lessee's 
obligations hereunder, If Lessee fails to pay rent or other charges due 
hereunder. or otherwise defaults with respect to any provision of this 
Lease, Lessor may use, apply or retain all or any portion of said deposit 
for the payment of any rent or other charge in default for the payment of 
any other sum to which Lessor may become obligated by reason of Lessee's 
default, or to compensate Lessor for any loss or damage which Lessor may 
suffer thereby.  If Lessor so uses or applies all or any portion of said 
deposit, Lessee shall within ten (10) days after written demand therefor 
deposit cash with Lessor in an amount sufficient to restore said deposit 
to the full amount then required of Lessee.  If the monthly Base Rent 
shall, from time to time, increase during the term of this Lease, Lessee 
shall, at the time of such increase, deposit with Lessor additional money 
as a security deposit so that the total amount of the security deposit 
held by Lessor shall at all times bear the same proportion to the then 
current Base Rent as the initial security deposit bears to the initial 
Base Rent set forth In paragraph 1.6 of the Basic Lease Provisions.  
Lessor shall not be required to keep said security deposit separate from 
its general accounts.  It Lessee performs all of Lessee's obligations 
hereunder. said deposit, or so much thereof as has not heretofore been 
applied by Lessor, shall be returned, without payment of interest or 
other increment for its use, to Lessee (or, at Lessor's option, to the 
last assignee, if any, of Lessee's interest hereunder) at the expiration 
of the term hereof, and after Lessee has vacated the Premises.  No trust 
relationship is created herein between Lessor and Lessee with respect to 
said Security Deposit
	
6. Use.
	
6.1	Use.  The Premises shall be used and occupied only for the purpose 
set forth in paragraph 1.4 of the Basic Lease Provisions or any other use 
which is reasonably comparable to that use and for no other purpose.
	
6.2	Compliance with Law
	
	(a)	Lessor warrants to Lessee that the Premises, in the state 
existing on the date that the Lease term commences, but without regard to 
alterations or improvements made by Lessee or the use for which Lessee 
will occupy the Premises, does not violate any covenants or restrictions 
of record. or any applicable building code, regulation or ordinance in 
effect on such Lease term Commencement Date.  In the event it is 
determined that this warranty has been violated, then it shall be the 
obligation of the Lessor, after written notice from Lessee, to promptly, 
at Lessor's sole cost and expense, rectify any such violation.
	
	(b)	Except as provided In paragraph 6.2(a) Lessee shall, at 
Lessee's expense, promptly comply with all applicable statutes, 
ordinances, rules, regulations, orders, covenants and restrictions of 
record, and requirements of any fire insurance underwriters or rating 
bureaus, now in effect or which may hereafter come Into effect, whether 
or not they reflect a change in policy from that now existing, during the 
term or any part of the term hereof, relating In any manner to the 
Premises and the occupation and use by Lessee of the Premises.  Lessee 
shall conduct its business in a lawful	manner and shall not use or 
permit the use of the Premises or the Common Areas in any manner that 
will tend to create waste or a nuisance of shall tend to disturb other 
occupants of the Office Building Project.
	
6.3	Condition of Premises.
	
(a) Lessor shall deliver the Premises to Lessee in a clean Condition on 
the Lease Commencement Date (unless Lessee is already in possession) and 
Lessor warrants to Lessee that the plumbing. lighting, air conditioning, 
and heating system in the Premises shall be in good operating condition 
In the event that it is determined that this warranty has been violated, 
then it shall be the obligation of Lessor, after receipt of written 
notice from Lessee setting forth with specificity the nature of the 
violation, to promptly, at Lessor's sole cost, rectify such violation.

(b)	 Except as otherwise provided in this Lease, Lessee hereby 
accepts the Premises and the Office Building Project in their condition 
existing as of the Lease Commencement Date or the date that Lessee takes 
possession of the Premises, whichever is earlier, subject to all 
applicable zoning, municipal. county and state laws, ordinances and 
regulations governing and regulating the use of the Premises. and any 
easements, covenants or restrictions of record, and accepts this Lease 
subject thereto and to all matters disclosed thereby and by any exhibits 
attached hereto.  Lessee acknowledges that It has satisfied itself by Its 
own independent investigation that the Premises are suitable for its 
intended use, and that neither Lessor nor Lessor's agent or agents has 
made any representation or warranty as of the present or future 
suitability of the Premises, Common Areas, or Office Building Project for 
the conduct of Lessee's business.
	
7.	Maintenance, Repairs, Alterations and Common Area Services.
	
7.1	Lessor's Obligations. Lessor shall keep the Office Building 
Project, including the Premises interior and exterior walls, roof and 
common areas, and the equipment whether used exclusively for the Premises 
or in common with other premises, in good condition and repair, provided, 
however, Lessor shall not be obligated to paint, repair or replace wall 
coverings, or to repair or replace any improvements that are not 
ordinarily a part of the Building or are above then Building standards.  
Except as provided in paragraph 9.5, there shall be no abatement of rent 
or liability of Lessee on account of any Injury or Interference with 
Lessee's business with respect to any improvements, alterations or 
repairs made by Lessor to the Office Building Project or any part 
thereof.  Lessee expressly waives the benefits of any statute now or 
hereafter in effect which would otherwise afford Lessee the right to make 
repairs at Lessor's expense or to terminate this Lease because of 
Lessor's failure to keep the Premises in good order, condition and 
repair.
	
7.2	Lessee's Obligations.  Notwithstanding Lessor's obligation to keep 
the Premises in good condition and repair, Lessee shall be responsible 
for payment of the cost thereof to Lessor as additional rent for that 
portion of the cost of any maintenance and repair of the Premises, or any 
equipment (wherever located) that serves only Lessee or the Premises, to 
the extent such cost is attributable to causes beyond normal wear and 
tear.  Lessee shall be responsible for the cost of painting, repairing or 
replacing wall coverings and to repair or replace any Premises 
improvements that are not ordinarily a part of the Building or that are 
above then Building standards.  Lessor may, at its option upon reasonable 
notice elect to have Lessee perform any particular such maintenance or 
repairs the cost of which is otherwise Lessee's responsibility hereunder.
	(b) On the last day of the term hereof, or on any sooner 
termination.  Lessee shall surrender the Premises to Lessor in the same 
condition as received, ordinary wear and tear excepted, clean and free of 
debris.  Any damage or deterioration of the Premises shall not be deemed 
ordinary wear and tear if the same could have been prevented by good 
maintenance practices by Lessee.  Lessee shall repair any damage to the 
Premises occasioned by the installation or removal of Lessee's trade 
fixtures, alterations, furnishings and equipment.  Except as otherwise 
stated in this Lease, Lessee shall leave the air lines, power panels, 
electrical distribution systems, lighting fixtures, air conditioning, 
window coverings, wall coverings, carpets, wall, paneling, ceilings and 
plumbing on the Premises and in good operating condition.
	
7.3	Alterations and Additions.	Lessee shall not without Lessor's 
prior written consent make any alterations, improvements, additions, 
Utility Installations or repairs in, on or about the Premises, or the 
Office Building Project.  As used in this paragraph 7.3 the term "Utility 
Installation" shall mean carpeting, window and wall coverings, power 
panels, electrical distribution systems, lighting fixtures, air 
conditioning, plumbing, and telephone and telecommunication wiring and 
equipment.  At the expiration of the term, Lessor may require the removal 
of any or all of said alterations, improvements, additions or Utility 
Installations, and the restoration of the Premises and the Office 
Building Project to their prior condition, at Lessee's expense.  Should 
Lessor permit Lessee to make its own alterations, improvements, additions 
or Utility Installations.  Lessee shall use only such contractor as has 
been expressly approved by Lessor, and Lessor may require Lessee to 
provide Lessor, at Lessee's sole cost and expense, a lien and completion 
bond in an amount equal to one and one-half times the estimated cost of 
such improvements, to insure Lessor against any liability for mechanic's 
and materialmen's liens and to Insure completion of the work.  Should 
Lessee make any alterations, improvements, additions or Utility 
Installations without the prior approval of Lessor, or use a contractor 
not expressly approval by Lessor, Lessor may, at any time during the term 
of this Lease require that Lessee remove any part or all of the same.
	
	(b)	Any alterations, improvements, additions or Utility 
Installations in or about the Premises or the Office Building Project 
that Lessee shall desire to make shall be presented to Lessor in written 
form, with proposed detailed plans.  If Lessor shall give its consent to 
Lessee's making such alteration, improvement, addition or Utility 
Installation, the consent shall be deemed conditioned upon Lessee 
acquiring a permit to do so from the applicable governmental agencies, 
furnishing a copy thereof to Lessor prior to the commencement of the 
work, and compliance by Lessee with all conditions of said permit in a 
prompt and expeditious manner.
	
	(c)	Lessee shall pay, when due, all claims for labor or materials 
furnished or alleged to have been furnished to or for Lessee at or for 
use in the Premises, which claims are or may be secured by any mechanic's 
or materialmen's lien against the Premises, the Building or the Office 
Building Project, or any interest therein.
	
	(d)	Lessee sha11 give Lessor not less than ten (10) days' notice 
prior to the commencement of any work in the Premises by Lessee, and 
Lessor shall have the right to post notices of non-responsibility in or 
on the Premises or the Building as provided by law If Lessee shall, in 
good faith, contest the validity of any such lien, claim or demand, then 
Lessee shall, at its sole expense defend itself and Lessor against the 
same and shall pay and satisfy any such adverse Judgment that may be 
rendered thereon before the enforcement thereof against the Lessor or the 
Premises, the Building or the Office Building Project, upon the condition 
that If Lessor shall require, Lessee shall furnish to Lessor a surety 
bond satisfactory to Lessor in an amount equal to such contested lien 
claim or demand indemnifying Lessor against liability for the same and 
holding the Premises, the Building and the Office Building Project free 
from the effect of such lien or claim.  In addition, Lessor may require 
Lessee to pay Lessor's reasonable attorneys' fees and costs in 
participating in such action if Lessor shall decide it is to Lessor's 
best interest so to do.
	
	(e)	All alterations, improvements, additions and Utility 
Installations (whether or not such Utility Installations constitute trade 
fixtures of Lessee), which may be made to the Premises by Lessee, 
including but not limited to, floor coverings, panelings, doors, drapes, 
built-ins, moldings, sound attenuation, and lighting and telephone or 
communication systems, conduit, wiring and outlets, shall be made and 
done In a good and workmanlike manner and of good and sufficient quality 
and materials shall be the properly of Lessor and remain upon and be 
surrendered with the Premises at the expiration of the Lease term, unless 
Lessor require their removal pursuant to paragraph 7.3(a). Provided 
Lessee is not In default, notwithstanding the provisions of this 
paragraph 7.3(e), Lessee's personal properly and equipment, other than 
that which is affixed to the Premises so that it cannot be removed 
without material damage to the Premises or the Building, and other than 
Utility Installations, shall remain the property of Lessee and may be 
removed by Lessee subject to the provisions of paragraph 7.2.
	
	(f)	Lessee shall provide Lessor with as-built plans and 
specifications for any alterations, improvements, additions or Utility 
Installations.
	
7.4	Utility Additions.  Lessor reserves the right to Install new or 
additional utility facilities throughout the Office Building Project for 
the benefit of Lessor or Lessee, or any other lessee of the Office 
Building Project, including, but not by way of limitation, such utilities 
as plumbing, electrical systems, communication systems, and fire 
protection and detection systems, so long as such Installations do not 
unreasonably Interfere with Lessee's use of the Premises.
	
8.	Insurance; Indemnity.
	
8.1	Liability Insurance-Lessee.  Lessee shall, at Lessee's expense, 
obtain and keep In force during the term of this Lease a policy of 
Comprehensive General Liability insurance utilizing an Insurance Services 
Office standard form in an amount of not less than $1,000,000 per 
occurrence of bodily Injury and property damage combined and shall insure 
Lessee with Lessor as an additional Insured against liability arising out 
of the use, occupancy or maintenance of the Premises.  Compliance with 
the above requirement shall not, however, limit the liability of Lessee 
hereunder.
	
8.2	Liability Insurance-Lessor.  Lessor shall obtain and keep In force 
during the term of this Lease a policy of Combined Single Limit Bodily 
Injury and Broad Form Property Damage insurance, plus coverage against 
such other risks Lessor deems advisable from time to time, insuring 
Lessor, but not Lessee, against liability arising out of the ownership, 
use, occupancy or maintenance of the Office Building Project In an amount 
not less than $5,000.000.00 per occurrence.
	
8.3	Property insurance-Lessee.  Lessee shall, at Lessee's expense, 
obtain and keep in force during the term of this Lease for the benefit of 
Lessee, replacement cost fire and extended coverage Insurance, with 
vandalism and malicious mischief, sprinkler leakage and earthquake 
sprinkler leakage endorsements, in an amount sufficient to cover not less 
than 100% of the full replacement cost, as the same may exist from time 
to time of all of Lessee's personal property, fixtures, equipment and 
tenant Improvements.
	
8.4	Property Insurance-Lessor.  Lessor shall obtain and keep In force 
during the term of this Lease a policy or policies of Insurance covering 
loss or damage to the Office Building Project Improvements, but not 
Lessee's personal property, fixtures, equipment or tenant Improvements, 
In the amount of the full replacement cost thereof, as the same may exist 
from time to time, utilizing Insurance Services Office standard form, or 
equivalent, providing protection against all perils Included within the 
classification of fire, extended coverage, vandalism, malicious mischief, 
plate glass, and such other perils as Lessor deems advisable or may be 
required by a lender having a lien on the Office Building Project.  In 
addition.  Lessor shall obtain and keep In force, during the term of this 
Lease, a policy of rental value Insurance covering a period of one year, 
with loss payable to Lessor, which Insurance shall also cover all 
Operating Expenses for said period.  Lessee will not be named in any such 
policies carried by Lessor and shall have no right to any proceeds 
therefrom.  The policies required by these paragraphs 8.2 and 8.4 shall 
contain such deductibles as Lessor or the aforesaid lender may determine. 
 In the event that the Premises shall suffer an Insured loss as defined 
in paragraph 9.10 hereof, the deductible amounts under the applicable 
Insurance policies shall be deemed an Operating Expense.  Lessee shall 
not do or permit to be done anything which shall invalidate the Insurance 
policies carried by Lessor.  Lessee shall pay the entirety of any 
increase in the property Insurance premium nor the Office Building 
Project over what it was Immediately prior to the commencement of the 
term of this Lease If the Increase is specified by Lessor's Insurance 
carrier as being caused by the nature of Lessee's occupancy or any act or 
omission of Lessee.
	
8.5	Insurance Policies.  Lessee shall deliver to Lessor copies of 
liability insurance policies required under paragraph 8.l or certificates 
evidencing the existence and amounts of such Insurance within seven (7) 
days after the Commencement Date of this Lease.  No such policy shall be 
cancelable or subject to reduction of coverage or other modification 
except after thirty (30) days prior written notice to Lessor.  Lessee 
shall, at least thirty (30) days prior to the expiration of such 
policies, furnish Lessor with renewals thereof.
	
8.6	Waiver of Subrogation.  Lessee and Lessor each hereby release and 
relieve the other, and waive their entire right of recovery against the 
other, for direct or consequential loss or damage arising out of or 
Incident to the perils covered by property insurance carried by such 
party, whether due to the negligence of Lessor or Lessee or their agents, 
employees, contractors and/or invitees.  If necessary all property 
Insurance policies required under this Lease shall be endorsed to so 
provide.
	
8.7	Indemnity Lessee shall Indemnity and hold harmless Lessor and its 
agents, Lessor's master or ground lessor, partners and lenders, from and 
against any and all claims for damage to the person or property of anyone 
or any entity arising from Lessee's use of the Office Building Project, 
or from the conduct of Lessee's business or from any activity, work or 
things done, permitted or suffered by Lessee In or about the Premises or 
elsewhere and shall further Indemnity and hold harmless Lessor from and 
against any and all Claims, Costs and expenses arising from any breach or 
default In the performance of any obligation on Lessee's part to be 
performed under the terms of this Lease, or arising from any act or 
omission of Lessee, or any of Lessee's agents, contractors, employees, or 
invitees, and from and against all costs, attorney's fees, expenses and 
liabilities Incurred by Lessor as the result of any such use, conduct, 
activity, work, things done, permitted or suffered, breach, default or 
negligence, and In dealing reasonably therewith, Including but not 
limited to the defense or pursuit of any claim or any action or 
proceeding involved, therein; and In case any action or proceeding be 
brought against Lessor by reason of any such matter, Lessee upon notice 
from Lessor shall defend the same at Lessee's expense by counsel 
reasonably satisfactory to Lessor and Lessor shall cooperate with Lessee 
In such defense.  Lessor need not have first paid any such claim In order 
to be so indemnified.  Lessee, as a material part of the consideration to 
Lessor, hereby assumes all risk of damage to property of Lessee or Injury 
to persons, In, upon or about the Office Building Project arising from 
any cause and Lessee hereby waives all claims In respect thereof against 
Lessor.
	
8.8	Exemption of Lessor from Liability.  Lessee hereby agrees that 
Lessor shall not be liable for Injury to Lessee's business or any loss of 
Income therefrom or for loss of or damage to the goods, wares, 
merchandise or other property of Lessee, Lessee's employees, invitees, 
Customers, or any other person In or about the Premises or the Office 
Building Project, nor shall Lessor be liable for injury to the person of 
Lessee, Lessee's employees. agents or contractors, whether such damage or 
injury Is caused by or results from theft, fire, steam, electricity, gas, 
water or rain, or from the breakage, leakage, obstruction or other 
defects of pipes, sprinklers, wires, appliances, plumbing, air 
conditioning or lighting fixtures, or from any other cause, whether said 
damage or Injury results from conditions arising upon the Premises or 
upon other portions of the Office Building Project, or from other sources 
Of places, or from new construction or the repair, alteration or 
improvement of any part of the Office Building Project, or of the 
equipment, fixtures or appurtenances applicable thereto, and regardless 
of whether the cause of such damage or Injury or the means of repairing 
the same is inaccessible, Lessor shall not be liable for any damages 
arising from any act or neglect of any other lessee, occupant or user of 
the Office Building Project, nor from the failure of Lessor to enforce 
the provisions of any other lease of any other lessee of the Office 
Building Project.
	
8.9	No Representation of Adequate Coverage.  Lessor makes no 
representation that the limits or forms of coverage of insurance 
specified in this paragraph 8 are adequate to cover Lessee's property or 
obligations under this Lease.
	
9.	Damage or Destruction.
	
9.1	Definitions.
	
	(a)	"Premises Damage" shall mean if the Premises are damaged or 
destroyed to any extent.
	
	(b)	"Premises Building Partial Damage" shall mean if the 
Building of which the Premises are a part 13 damaged or destroyed to the 
extent that the cost to repair Is less than fifty percent (60%) of the 
then Replacement Cost of the building.
	
	(c)	"Premises Building Total Destruction" shall mean if the 
Building of which the Premises are a part Is damaged or destroyed to the 
extent that the Cost to repair 13 fifty percent (50%) or more of the then 
Replacement Cost of the Building.
	
	(d)	"Office Building Project Buildings" shall mean all of the 
buildings on the Office Building  Project site.
	
	(e)	"Office Building Project Buildings Total Destruction" shall 
mean If the Office Building Project Buildings are damaged or destroyed 
to the extent that the cost of repair Is fifty percent (50%) or more of 
the then Replacement Cost of the Office Building Project Buildings.
	
	(f)	"Insured Loss" shall mean damage or destruction which was 
caused by an event required to be covered by the Insurance described in 
paragraph 5. The fact that an Insured Loss has a deductible amount shall 
not make the loss an uninsured loss.
	
	(g)	"Replacement Cost" shall mean the amount of money necessary 
to be spent In order to repair or rebuild the damaged area to the 
condition that existed Immediately prior to the damage occurring, 
excluding all Improvements made by lessees, other then those Installed by 
Lessor at Lessee's expense.
	
9.2 Premises Damage; Premises Building Partial Damage.
	
	(a)	Insured Loss: Subject to the provisions of paragraphs 9,4 and 
9.5, if at any time during the term of this Lease there is damage which 
is an Insured Loss and which falls into the classification of either 
Premises Damage or Premises Building Partial Damage, then Lessor shall, 
as soon as reasonably possible and to the extent the required materials 
and labor are readily available through usual commercial channels, at 
Lessor's expense,	repair such damage (but not Lessee's fixtures, 
equipment or tenant improvements originally paid for by Lessee) to its 
condition existing at the time of the damage, and this Lease shall 
continue in full force and effect
	
	(b)	Uninsured Loss: Subject to the provisions of paragraphs 9.4 
and 9.5, if at any time during the term of this Lease there is damage 
which is not an Insured Loss and which falls within the classification of 
Premises Damage or Premises Building Partial Damage, unless caused by a 
negligent or willful act of Lessee (in which event Lessee shall make the 
repairs at Lessee's expense), which damage prevents Lessee from making 
any substantial use of the Premises.  Lessor may at Lessor's option 
either (i) repair such damage as soon as reasonably possible at Lessor's 
expense, in which event this Lease shall continue in full force and 
effect, or (ii) give written notice to Lessee within thirty (30) days 
after the date of the occurrence of Such damage of Lessor's intention to 
cancel and terminate this Lease as of the date of the occurrence of such 
damage, in which event this Lease shall terminate as of the date of the 
occurrence of such damage
	
9.3 Promises Building Total Destruction; Office Building Project Total 
Destruction.  Subject to the provisions of paragraphs 9.4 and 9.5, if at 
any time during the term of this Lease there is damage, whether or not it 
is an Insured Loss, which falls Into the classifications of either (I) 
Premises Building Total Destruction, or (11) Office Building Project 
Total Destruction, then Lessor may at Lessor's option either (I) repair 
such damage or destruction as soon as reasonably possible at Lessor's 
expense (to the extent the required materials are readily available 
through usual commercial channels) to Its condition existing at the time 
of the damage, but not Lessee's fixtures, equipment or tenant 
Improvements, and this Lease shall continue in full force and effect, or 
(II) give written notice to Lessee within thirty (30) days after the date 
of occurrence of such damage of Lessor's intention to cancel and 
terminate this Lease, in which case this Lease shall terminate as of the 
date of the occurrence of such damage.

9.4	Damage Near End of Term.
	
	(a)	Subject to paragraph 9.4(b), if at any time during the last 
twelve (12) months of the term of this Lease there Is substantial damage 
to the Premises, Lessor may at Lessor's option cancel and terminate this 
Lease as of the date of occurrence of such damage by giving written 
notice to Lessee of Lessor's election to do so within 30 days after the 
date of occurrence of such damage.
	
	(b)	Notwithstanding paragraph 9.4(a), in the even that Lessee has 
an option to extend or renew this Lease, and the time within which said 
option may be exercised has not yet expired, Lessee shall exercise such 
option, if it Is to be exercised at all  no later than twenty (20) days 
after the occurrence of an Insured Loss falling within the classification 
of Premises Damage during the last twelve (12) months of the term of this 
Lease.  If Lessee duly exercises such option during said twenty (20) day 
period, Lessor shall, at Lessor's expense, repair such damage, but not 
Lessee's fixtures, equipment or tenant Improvements, as soon as 
reasonably possible and this Lease shall continue In full force and 
effect.  If Lessee fails to exercise such option during said twenty (20) 
day period then Lessor may at Lessor's option terminate and cancel this 
Lease as of the expiration of said twenty (20) day period by giving 
written notice to Lessee of Lessor's election to do so within ten (10) 
days after the expiration of said twenty (20) day period notwithstanding 
any term or provision in the grant of option to the contrary.
		
9.5	Abatement of Rent; Lessor's Remedies.
	
	(a)	In the event Lessor repairs or restores the Building or 
Premises pursuant to the provisions of this paragraph 9, and any part of 
the Premises are not usable (including loss of use due to loss of access 
or essential services), the rent payable hereunder (including Lessee's 
Share of Operating Expense Increase) for the period during which such 
damage, repair or restoration Continues shall be abated, provided (1) the 
damage was not the result of the negligence of Lessee, and (2) such 
abatement shall only be to the extent the operation and profitability of 
Lessee's business as operated from the Premises is adversely affected.  
Except for said abatement of rent, if any, Lessee shall have no claim 
against Lessor for any damage suffered by reason of any such damage, 
destruction, repair or restoration.
	
	(b)	If Lessor shall be obligated to repair or restore the 
Premises or the Building under the provisions of this Paragraph 9 and 
shall not commence such repair or restoration within ninety (90) days 
after such occurrence, or if Lessor shall not complete the restoration 
and repair within six (6) months after such occurrence.  Lessee may at 
Lessee's option cancel and terminate this Lease by giving Lessor written 
notice of Lessee's election to do so at any time prior to the 
commencement or completion, respectively, of such repair or restoration. 
 In such event this Lease shall terminate as of the date of such notice.
	
	(c)	Lessee agrees to cooperate with Lessor in connection with any 
such restoration and repair, Including but not limited to the approval 
and/or execution of plans and specifications required.
	
9.6 Termination-Advance Payments.  Upon termination of this Lease 
pursuant to this paragraph 9, an equitable adjustment shall be made 
concerning advance rent and any advance payments made by Lessee to 
Lessor.  Lessor shall, In addition return to Lessee so much of Lessee's 
security deposit as has not theretofore been applied by Lessor.
	
9.7	Waiver.  Lessor and Lessee waive the provisions of any statute 
which relate to termination of leases when leased property is destroyed 
and agree that such event shall be governed by the terms of this Lease.
	
10.	Real Property Taxes.
	
10.1	Payment of Taxes.  Lessor shall pay the real properly tax, as 
defined in paragraph 10.3, applicable to the Office Building Project 
subject to reimbursement by Lessee of Lessee's Share of such taxes in 
accordance with the provisions of paragraph 4.2, except as otherwise 
provided in paragraph 10.2.
	
10.2	Additional Improvements.  Lessee shall not be responsible for 
paying any increase in real property tax specified In the tax assessor's 
records and work sheets as being caused by additional improvements placed 
upon the Office Building Project by other lessees or by Lessor for the 
exclusive enjoyment of any other lessee.  Lessee shall,  however, pay to 
Lessor at the time that Operating Expenses are payable under paragraph 
4,2(c) the entirety of any increase in real property tax if assessed 
solely by reason of additional improvements placed upon the Premises by 
Lessee of at Lessee's request.
	
10.3	Definition of "Real Property Tax" As used herein, the term "real 
property tax" shall include any form of real estate tax or assessment, 
general, special, ordinary or extraordinary and any license fee, 
commercial rental tax, improvement bond or bonds, levy or tax (other than 
Inheritance, personal income or estate taxes) Imposed on the Office 
Building Project or any portion thereof by any authority having the 
direct or Indirect power to tax, including any city, county, state or 
federal government, or any school, agricultural, sanitary, fire, street, 
drainage or other improvement district thereof. as against any legal or 
equitable interest of Lessor in the Office Building Project or in any 
portion thereof, as against Lessor's right to rent or other income 
therefrom, and as against Lessor's business of leasing the Office 
Building Project.  The term "real property tax" shall also include any 
tax, fee levy, assessment or charge (I) in substitution of, partially or 
totally, any tax, fee, levy, assessment or charge hereinabove Included 
within the definition of "real properly tax" or (II) the nature of which 
was hereinbefore included within the definition of "real property tax:' 
or (III) which is imposed for a service on but not charged prior to June 
1, 1978, or, if previously charged, has been increased since June 1, 
1978, or (iv) which is imposed as a result of a change in ownership, as 
defined by applicable local statutes for property tax purposes, of the 
Office Building Project or which is added to a tax or charge hereinbefore 
included within the definition of real property lax by reason of such 
change of ownership, or (v) which is Imposed by reason of this 
transaction, any modifications or changes hereto, or any transfers hereof
	
10.4	Joint Assessment If the improvements or properly the taxes for 
which are to be paid separately by Lessee under paragraph 10 2 or 10 5 
are not separately assessed, Lessee's portion of that tax shall be 
equitably determined by Lessor from the respective valuations assigned in 
the assessor's work sheets or such other Information (which may include 
the cost of construction) as may be reasonably available.  Lessor's 
reasonable determination thereof, in good faith, shall be conclusive.
	
10.5	Personal Property Taxes.
	
	(a)	Lessee shall pay prior to delinquency all taxes assessed 
against and levied upon trade fixtures, furnishings, equipment and all 
other personal properly of Lessee contained In the Premises or elsewhere.
	
	(b)	If any of Lessee's said personal property shall be assessed 
with Lessor's real properly, Lessee shall pay to Lessor the taxes 
attributable to Lessee within ten (10) days after receipt of a written 
statement setting forth the taxes applicable to Lessee's property.
	
11. Utilities. 
		
11.1	Services provided by Lessor.  Lessor shall provide heating, 
ventilation, air conditioning, and janitorial service as reasonably 
required able amounts of electricity for normal lighting and office ATM 
machines, water for reasonable and normal drinking and lavatory use, and 
replacement light bulbs and/or fluorescent tubes and ballasts for 
standard overhead fixtures.
	
11.2	Services Exclusive to Lessee.  Lessee shall pay for all water. gas, 
heat, light, power, telephone and other utilities and services specially 
or exclusively supplied and/or metered exclusively to the Premises or to 
Lessee, together with any taxes thereon.  If any such services are not 
separately metered to the Premises, Lessee shall pay at Lessor's option, 
either Lessee's Share or p reasonable proportion to be determined by 
Lessor of all charges jointly metered with other premises In the 
Building.
	
11.3	Hours of Service.  Said services and utilities shall be provided 
during generally accepted business days and hours or such other days or 
hours as may hereafter be set forth.  Utilities and services required at 
other times shall be subject to advance request and reimbursement by 
Lessee to Lessor of the cost thereof. 
	
11.4	Excess Usage by Lessee, Lessee shall not make connection to the 
utilities except by or through existing outlets and shall not install of 
use machinery or equipment in or about the Premises that uses excess 
water, lighting or power, or suffer or permit any act that causes extra 
burden upon the utilities or services, including but not limited to 
security services, over standard office usage for the Office Building 
Project.  Lessor shall require Lessee to reimburse Lessor for any excess 
expenses or costs that may arise out of a breach of this subparagraph by 
Lessee.  Lessor may, in its sole discretion, install at Lessee's expense 
supplemental equipment and/or separate metering applicable to Lessee's 
excess usage or loading,
	
11.5	Interruptions.  There shall be no abatement of rent and Lessor 
shall not be liable in any respect whatsoever for the inadequacy, 
stoppage, interruption or discontinuance of any utility or service due to 
riot, strike, labor dispute, breakdowns accident, repair or other cause 
beyond Lessor's reasonable control or In cooperation with governmental 
request or directions.
	
12. Assignment and Subletting. 	See Paragraph 56
	
12.1	Lessor's Consent Required.  Lessee shall not voluntarily or by 
operation of law assign, transfer. mortgage, sublet. or otherwise 
transfer or encumber all or any part of Lessee's interest In the Lease or 
In the Premises, without Lessor's prior written consent, which Lessor 
shall not unreasonably withhold.  Lessor shall respond to Lessee's 
request for consent hereunder In a timely manner and any attempted 
assignment, transfer, mortgage, encumbrance or subletting without such 
consent shall be void, and shall constitute a material default and breach 
of this Lease without the need for notice to Lessee under paragraph 
13.1."Transfer" within the meaning of this paragraph 112 shall include 
the transfer or transfers aggregating: (a) if Lessee Is a corporation, 
more than twenty-five percent (25%) of the voting stock of such 
corporation or (b) if Lessee is a partnership, more than twenty-five 
percent (25%) of the profit and loss participation In such partnership.
	
12.2	Lessee Affiliate.  Notwithstanding the provisions of paragraph 12.1 
hereof, Lessee may assign or sublet the Premises, or any portion thereof, 
without Lessor's consent, to any corporation which controls, is 
controlled by or Is under common control with Lessee, or to any 
corporation resulting from the merger or consolidation with Lessee, or to 
any person or entity which acquires all the assets of Lessee as a going 
concern of the business that is being conducted on the Premises, all of 
which are referred to as "Lessee Affiliate"; provided that before such 
assignment shall be effective, (a) said assignee shall assume, in full, 
the obligations of Lessee under this Lease and (b) Lessor shall be given 
written notice of such assignment and assumption.  Any such assignment 
shall not, In any way, affect or limit the liability of Lessee under the 
terms of this Lease even if alter such assignment or subletting the terms 
of this Lease are materially changed or altered without the consent of 
Lessee, the consent of whom shall not be necessary.
	
12.3	Terms and Conditions Applicable to Assignment and Subletting.  
Regardless of Lessor's consent, no assignment or subletting shall release 
Lessee of Lessee'3 obligations hereunder or alter the primary liability 
of Lessee to pay the rent and other Sums due Lessor hereunder including 
Lessee's Share of Operating Expense Increase, and to perform all other 
obligations to be performed by Lessee hereunder.
	
	(b)	Lessor may accept rent from any person other than Lessee 
pending approval or disapproval of such assignment.
	
	(c)	Neither a delay In the approval or disapproval of such 
assignment or subletting, nor the acceptance of rent, shall constitute a 
waiver or Lessor's right to exercise Its remedies for the breach of any 
of the terms or conditions of this paragraph 12 or this Lease.
	
	(d)	If Lessee's obligations under this Lease have been guaranteed 
by third parties, then an assignment or sublease and Lessor's consent 
thereto shall not be effective unless said guarantors give their written 
consent to such sublease and the terms thereof.
	
	(e)	The consent by Lessor to any assignment or subletting shall 
not constitute a consent to any subsequent assignment or subletting by 
Lessee or to any subsequent or successive assignment or subletting by the 
sublessee, However, Lessor may consent to subsequent sublettings and 
assignments of the sublease or any amendments or modifications thereto 
without notifying Lessee or anyone else liable on the Lease or sublease 
and without obtaining their consent and such action shall not relieve 
such persons from liability under this Lease or said sublease: however, 
such persons shall not be responsible to the extent any such amendment or 
modification enlarges or increases the obligations of the Lessee or 
sublessee under this Lease or such sublease.
	
	(f)	In the event of any default under this Lease, Lessor may 
proceed directly against Lessee, any guarantors or any one else 
responsible for the performance of this Lease, Including the sublettee, 
without first exhausting Lessor's remedies against any other person or 
entity responsible therefore to Lessor, or any security held by Lessor or 
Lessee.
	
	(g)	Lessor's written consent to any assignment or subletting of 
the Premises by Lessee shall not constitute an acknowledgement that no 
default then exists under this Lease of the obligations to be performed 
by Lessee nor shall such consent be deemed a waiver of any then existing 
default, except as may be otherwise stated by Lessor at the time.
	
	(h)	The discovery of the fact that any financial statement relied 
upon by Lessor in giving its consent to an assignment or subletting was 
materially false shall at Lessor's election, render Lessor's said consent 
null and void.
	
12.4	Additional Terms and Conditions Applicable to Subletting.  
Regardless of Lessor's consent, the following terms and conditions shall 
apply to any subletting by Lessee of all or any part of the Premises and 
shall be deemed included in all subleases under this Lease whether or not 
expressly incorporated therein:
	
	(a)	Lessee hereby assigns and transfers to Lessor all of Lessee's 
interest in all rentals and income arising from any sublease heretofore 
of hereafter made by Lessee, and Lessor may collect such rent and income 
and apply same toward Lessee's obligations under this Lease provided, 
however, that until a default shall occur In the performance of Lessee's 
obligations under this Lease, Lessee may receive, collect and enjoy the 
rents accruing under such sublease.  Lessor shall not, by reason of this 
or any other assignment Of such sublease to Lessor nor by reason of the 
collection of the rents from a sublessee, be deemed liable to the 
sublessee for any failure of Lessee to perform and comply with any of 
Lessee's obligations to such sublessee under such sublease.  Lessee 
hereby Irrevocably authorizes and directs any such subleases, upon 
receipt of a written notice from Lessor stating that a default exists in 
the performance of Lessee's obligations under this Lease, to pay to 
Lessor the rents due and to become due under the sublease.  Lessee agrees 
that such sublease shall have the right to rely upon any such statement 
and request from Lessor and that such sublessee shall pay such rents to 
Lessor without any obligation or right to Inquire as to whether such 
default exists and notwithstanding any notice from or claim from Lessee 
to the contrary.  Lessee shall have no right or claim against said 
subleases or Lessor for any such rents so paid by said sublessee to 
Lessor,
	
	(b)	No sublease entered Into by Lessee shall be effective unless 
and until it has been approved In writing by Lessor.  In entering into 
any sublease, Lessee shall use only such form of sublessee as is 
satisfactory to Lessor, and once approved by Lessor, such sublease shall 
not be changed or modified without Lessor's prior written consent.  Any 
sublease shall, by reason of entering Into a sublease under this Lease, 
be deemed, for the benefit of Lessor, to have assumed and agreed to 
conform and comply with each and every obligation herein to be performed 
by Lessee other than such obligations as are contrary to or Inconsistent 
with provisions contained In a sublease to which Lessor has expressly 
consented In writing.
	
	(c)	In the event Lessee shall default In the performance of Its 
obligations under this Lease, Lessor at Its option and, without any 
obligation to do so, may require any sublessee to attorn to Lessor, In 
which event Lessor shall undertake the obligations of Lessee under such 
sublease from the time of the exercise of said option to the termination 
of such sublease; provided, however, Lessor shall not be liable for any 
prepaid rents or security deposit paid by such subleases to Lessee or for 
any other prior defaults of Lessee under such sublease.
	
	(d)	No sublessee shall further assign or sublet all or any part 
of the Premises without Lessor's prior written consent.

	(e)	With respect to any subletting to which Lessor has consented, 
Lessor agrees to deliver a copy of any notice of default by Lessee to the 
sublessee.  Such sublessee shall have the right to cure a default of 
Lessee within three (3) days after service of said notice of default upon 
such sublessee, and the subleases shall have a right of reimbursement and 
offset from and against Lessee for any such defaults cured by the 
sublessee.
	
12.5	Lessee's Expenses.  In the event Lessee shall assign or sublet the 
Premises or request the consent of Lessor to any assignment or subletting 
or If Lessee shall request the consent of Lessor for any act Lessee 
proposes to do then Lessee shall pay Lessor's reasonable costs and 
expenses incurred In connection therewith, Including attorneys: 
architects: engineers' or other consultants' fees.
	
12.6	Conditions to Consent. Lessor reserves the right to condition any 
approval to assign or sublet upon Lessor's determination that (a) the 
proposed assignee or sublessee shall conduct a business on the Premises 
of a quality substantially equal to that of and consistent with the 
general character of the other occupants of the Office Building Project 
and not In violation of any exclusives or rights then hold by other 
tenants, and (b) the proposed assignee or sublets to at least as 
financially responsible as Lessee was expected to be at the time of the 
execution of this Lease or of such assignment or subletting, whichever Is 
greater.
	
13.	Default; Remedies
	
13.1	Default. The occurrence of any one or more of the following events 
shall constitute a material default of this Lease by Lessee:
	
	(a)	The vacation or abandonment of the Premises without payment 
of rent by Lessee.
	
	(b)	The breach by Lessee of any of the covenants, conditions or 
provisions of paragraphs 7.3(a), (b) or (d) (alterations), 12.1 
(assignment or subletting), 13.1(a) (vacation or abandonment), 13.1(e) 
(insolvency), 13.1(f) (false statement), 16(a) (estoppel certificate), 
30(b) (subordination), 33 (auctions), or 41.1 (easements), all of which 
are hereby deemed to be material, non-curable defaults without the 
necessity of any notice by Lessor to Lessee thereof.
	
	(c)	The failure by Lessee to make any payment of rent or any 
other payment required to be made by Lessee hereunder, as and when due, 
where such failure shall continue for a period of three (3) days after 
written notice thereof from Lessor to Lessee.  In the event that Lessor 
serves Lessee with a Notice to Pay Rent or Quit pursuant to applicable 
Unlawful Detainer statutes such Notice to Pay Rent or Quit shall also 
constitute the notice required by this subparagraph.  The failure by 
Lessee to observe or perform any of the covenants. conditions or 
provisions of this Lease to be observed or performed by Lessee other than 
those referenced in subparagraphs (b) and (c), above. where such failure 
shall continue for a period of thirty (30) days after written notice 
thereof from Lessor to Lessee: provided. however, that if the nature of 
Lessee's noncompliance is such that more than thirty (30) days are 
reasonably required for its cure, then Lessee shall not be deemed to be 
in default if Lessee commenced such cure within said thirty (30) day 
period and thereafter diligently pursues such cure to completion.  To the 
extent permitted by law such thirty (30) day notice shall constitute the 
sole and exclusive notice required to be given to Lessee under applicable 
Unlawful Detainer statutes.
	
	(d)	(I) The making by Lessee of any general arrangement or 
general assignment for the benefit of creditors: (ii) Lessee becoming a 
"debtor" as defined in 11 U.S.C. 101 or any successor statute thereto 
(unless, in the case of, a petition filed against Lessee. the same is 
dismissed within sixty (60) days (III) the appointment of a trustee or 
receiver to take possession of substantially all of Lessee's assets 
located at the Premises or of Lessee's interest in this Lease, where 
possession is not restored to Lessee within thirty (30) days; or (iv) the 
attachment, execution or other judicial seizure of substantially all of 
Lessee's assets located at the Premises or of Lessee's Interest in this 
Lease, where such seizure is not discharged within thirty (30) days.  In 
the event that any provision of this paragraph 13.1(e) is contrary to any 
applicable law, such provision shall be of no force-or effect.
	
	(e)	The discovery by Lessor that any financial statement given to 
Lessor by Lessee, or its successor in interest or by any guarantor of 
Lessee's obligation hereunder, was materially false.
	
13.2	Remedies.  In the event of any material default or breach of this 
lease by Lessee.  Lessor may at any time thereafter, with or without 
notice or demand and without limiting Lessor in the exercise of any right 
or remedy which Lessor may have by reason of such default:
	
	(a)	Terminate Lessee's right to possession of the Premises by any 
lawful means, in which case this Lease and the term hereof shall 
terminate and Lessee shall immediately surrender Possession of the 
Premises to Lessor, In such event Lessor shall be entitled to recover 
from Lessee all damages incurred by Lessor by reason of Lessee's default 
including, but not limited to, the cost of recovering Possession of the 
Premises; expenses of retailing, including necessary renovation and 
alteration of the Premises, reasonable attorneys' fees, and any real 
estate commission actually paid; the worth at the time of award by the 
court having jurisdiction thereof of the amount by which the unpaid rent 
for the balance of the term after the time of such award exceeds the 
amount of such rental loss for the same period that Lessee proves could 
be reasonably avoided; that portion of the leasing commission paid by 
Lessor pursuant to paragraph 15 applicable to the unexpired term of this 
Lease.
	
	(b)	Maintain Lessee's right to possession in which Case this 
Lease shall continue in effect whether or not Lessee shall have vacated 
or abandoned the Premises.  In such event Lessor shall be entitled to 
enforce all of Lessor's rights and remedies under this Lease, Including 
the right to recover the rent as it becomes due hereunder.
	
	(c)	Pursue any other remedy now or hereafter available to Lessor 
under the laws or judicial decisions of the state wherein the Premises 
are located.  Unpaid installments of rent and other unpaid monetary 
obligations of Lessee under the terms of this Lease shall bear interest 
from the date due at the maximum rate then allowable by law.
	
13.3	Default by Lessor.  Lessor shall not be in default unless Lessor 
fails to perform obligations required of Lessor within a reasonable time, 
but in no event later than thirty (30) days after written notice by 
Lessee to Lessor and to the holder of any first mortgage or deed of trust 
covering the Premises whose name and address shall have theretofore been 
furnished to Lessee in writing, specifying wherein Lessor has failed to 
perform such obligation ' provided, however, that if the nature of 
Lessor's obligation is such that more than thirty (30) days are required 
for performance then Lessor shall not be in default If Lessor commences 
performance within such 30-day period and thereafter diligently pursues 
the same to completion.
	
13.4	Late Charges.  Lessee hereby acknowledges that late payment by 
Lessee to Lessor of Base Rent, Lessee's Share of Operating Expense 
Increase or other Sums due hereunder will cause Lessor to incur costs not 
contemplated by this Lease, the exact amount of which will be extremely 
difficult to 83certain.  Such Costs include, but are not limited to 
processing and accounting charges, and late charges which may be imposed 
on Lessor by the terms of any mortgage or trust deed covering the Office 
Building Project.  Accordingly, if any installment of Base Rent, 
Operating Expense Increase. or any other sum due from Lessee shall not be 
received by Lessor or Lessor's designee within ten (10) days after such 
amount shall be due, then, without any requirement for notice to Lessee, 
Lessee shall pay to Lessor a late charge equal to 6% of such overdue 
amount.  The parties hereby agree that such late charge represents a fair 
and reasonable estimate of the costs Lessor will incur by reason of late 
payment by Lessee.  Acceptance of such late charge by Lessor shall in no 
event constitute a waiver of Lessee's default with respect to such 
overdue amount. nor prevent Lessor from exercising any of the other 
rights and remedies granted hereunder.
	
14.	Condemnation.  If the Premises or any portion thereof or the Office 
Building Project are taken under the power of eminent domain, or sold 
under the threat of the exercise of said power (all of which are herein 
called "condemnation"), this Lease shall terminate as to the part so 
taken as of the date the condemning authority takes title or possession, 
whichever first occurs; provided that if so much of the Premises or the 
Office Building Project are taken by such condemnation as would 
substantially and adversely affect the operation and profitability of 
Lessee's business conducted from the Premises, Lessee shall have the 
option, to be exercised only in writing within thirty (30) days after 
Lessor shall have given Lessee written notice of such taking (or In the 
absence of such notice, within thirty (30) days after the condemning 
authority shall have taken Possession, to terminate this Lease as of the 
date the condemning authority takes such possession, If Lessee does not 
terminate this Lease in accordance with the foregoing, this Lease shall 
remain in full force and effect as to the portion of the Premises 
remaining, except that the rent and Lessee's Share of Operating Expense 
Increase shall be reduced in the proportion that the floor area of the 
Premises taken bears to the total floor area of the Premises.  Common 
Areas taken shall be excluded from the Common Areas Usable by Lessee and 
no reduction of rent shall occur with respect thereto or by reason 
thereof, Lessor shall have the option In its sole discretion to terminate 
this Lease as of the taking of possession by the condemning authority, by 
giving written notice to Lessee of such election within thirty (30) days 
after receipt of notice of a taking by condemnation of any part of the 
Premises or the Office Building Project.  Any award for the taking of all 
or any Dart of the Premises or the Office Building Project under the 
power of eminent domain or any payment made under threat of the exercise 
of such power shall be the property of Lessor, whether such award shall 
be made as compensation for diminution In value of the leasehold or for 
the taking of the fee, or as severance damages, provided, however that 
Lessee shall be entitled to any separate award for loss of or damage to 
Lessee's trade fixtures, removable personal properly and unamortized 
tenant improvements that have been paid for by Lessee.  For that purpose 
the cost of such improvements shall be amortized over the original term 
of this Lease excluding any options.  In the event that this Lease Is not 
terminated by reason of such condemnation, Lessor shall to the extent of 
severance damages received by Lessor In connection with such 
condemnation, repair any damage to the Premises caused by such 
condemnation except to the extent that Lessee has been reimbursed 
therefor by the condemning authority Lessee shall pay any amount in 
excess of such severance damages required to complete such repair.
	
15.	Broker's Fees
	
	(a)	The brokers involved in this transaction are Dan Mitchell, 
Voit as "listing broker" and     Brian Doner Daum  as "Cooperating 
broker," licensed real estate broker(s).  A "cooperating broker" is 
defined as any broker other than the listing broker entitled to a share 
of any commission arising under this Lease.  Upon execution of this Lease 
by both parties, Lessor shall pay to said brokers jointly, or In such 
separate shares as they may mutually designate In writing, a fee as set 
forth in a separate agreement between Lessor and said broker(s), for 
brokerage services rendered by said broker(s) to Lessor In this 
transaction.

16.	Estoppel Certificate.
	
	(a)	Each party (as "responding party") shall at any time upon not 
less than ten (10) days' prior written notice from the other party 
("requesting party") execute, acknowledge and deliver to the requesting 
party a statement in writing (I), certifying that this Lease is 
unmodified and in full force and effect (or, it modified, stating the 
nature of such modification and certifying that this Lease, as so 
modified, is in full force and effect) and the date to which the rent and 
other charges are paid in advance, it any, and (ii) acknowledges that 
there are not, to the responding party's knowledge, any uncured defaults 
on the part of the requesting party, or specifying Such defaults if any 
are claimed.  Any such statement may be conclusively relied upon by any 
prospective purchaser or encumbrancer of the Office Building Project or 
of the business of Lessee.
	
	(b)	At the requesting party's option, the failure to deliver such 
statement within such time shall be a material default of this Lease by 
the party who is to respond, without any further notice to such party, or 
it shall be conclusive upon such party that (I) this Lease is in full 
force and effect, without modification except as may be represented by 
the requesting party, (ii) there are no uncured defaults In the 
requesting party's performance, and (iii) if Lessor is the requesting 
party, not more than one month's rent has been paid in advance.
	
	(c)	If Lessor desires 10 finance, refinance, or sell the Office 
Building Project, or any part thereof, Lessee hereby agrees to deliver to 
any lender or purchaser designated by Lessor such financial statements of 
Lessee as may be reasonably required by such lender or purchaser.  Such 
statements shall include the past three (3) years' financial statements 
of Lessee.  All such financial statements shall be received by Lessor and 
such lender or purchaser in confidence and shall be used only for the 
purposes herein set forth,
	
17.	Lessor's Liability.  The term "Lessor" as Used herein shall mean 
only the owner or owners, at the time in question, of the fee title or a 
lessee's interest in a ground lease of the Office Building Project, and 
except as expressly provided in paragraph 15, In the event of any 
transfer of such title or interest, Lessor herein named (and in case of 
any subsequent transfers (hen the grantor) shall be relieved from and 
after the date of such transfer of all liability as respects Lessor's 
obligations thereafter to be performed, provided that any funds in the 
hands of Lessor or the then grantor at the time of such transfer, in 
which Lessee has an Interest, shall be delivered to the grantee.  The 
obligations contained in this Lease to be performed by Lessor shall, 
subject as aforesaid, be binding on Lessor's successors and assigns, only 
during their respective periods of ownership
	
18.	Severability. The invalidity of any provision of this Lease as 
determined by a court of competent jurisdiction shall in no way affect 
the validity of any other provision hereof.
	
19.	Interest on Past-due Obligations.  Except as expressly herein 
provided, any amount due to Lessor not paid when due shall bear interest 
at the maximum rate then allowable by law or judgments from the date due. 
 Payment of such interest shall not excuse or cure any default by Lessee 
under this Lease: provided, however, that Interest shall not be payable 
on late charges Incurred by Lessee nor on any amounts upon which late 
charges are paid by Lessee.
	
20.	Time of Essence.  Time is of the essence with respect to the 
obligations to be performed under this Lease.
	
2I.	Additional Rent All monetary obligations of Lessee to Lessor under 
the terms of this Lease, Including but not limited to Lessee's Share of 
Operating Expense Increase and any other expenses payable by Lessee 
hereunder shall be deemed to be rent.
	
22.	Incorporation of Prior Agreements; Amendments.  This Lease contains 
all agreements of the parties with respect to any matter mentioned 
herein.  No prior or contemporaneous agreement or understanding 
pertaining to any such matter shall be effective.  This Lease may be 
modified in writing only, signed by the parties in interest at the time 
of the modification.  Except as otherwise stated In this Lease, Lessee 
hereby acknowledges that neither the real estate broker listed In 
paragraph 15 hereof nor any cooperating broker on this transaction nor 
the Lessor or any employee or agents of any of said persons has made any 
oral or written warranties or representations to Lessee relative to the 
condition or use by Lessee of the Premises or the Office Building Project 
and Lessee acknowledges that Lessee assumes all responsibility regarding 
the Occupational Safety Health Act, the legal use and adaptability of the 
Premises and the compliance thereof with all applicable laws and 
regulations In effect during the term of this Lease.
	
23.	Notices. Any notice required or permitted to be given hereunder 
shall be in writing and may be given by personal delivery or by certified 
or registered mail, and shall be deemed sufficiently gives if delivered 
or addressed to Lessee or to Lessor at the address noted below or 
adjacent to the signature of the respective parties, as the case may be. 
 Mailed notices shall be deemed given upon actual receipt at the address 
required or forty-eight hours following deposit In the mall, postage 
prepaid, whichever first occurs.  Either party may by notice to the other 
specify a different address for notice purposes except that upon Lessee's 
taking possession of the Premises, the Premises shall constitute Lessee's 
address for notice purposes.  A copy of all notices required or permitted 
to be given to Lessor hereunder shall be concurrently transmitted to such 
party or parties at such addresses as Lessor may from time to time 
hereafter designate by notice to Lessee.
	
24.	Waivers. No waiver by Lessor of an provision hereof shall be deemed 
a waiver of any other provision hereof or of any subsequent breach by 
Lessee of the same or any other provisions Lessor's consent to, or 
approval of, any act shall not be deemed to render unnecessary the 
obtaining of Lessor's consent to or approval of any subsequent act by 
Lessee.  The acceptance of rent hereunder by Lessor shall not be a waiver 
of any preceding breach by Lessee of any provision hereof, other than the 
failure of Lessee to pay the particular rent so accepted, regardless of 
Lessor's knowledge of such preceding breach at the time of acceptance of 
such rent.
	
26.	Holding Over.  If Lessee, with Lessor's consent, remains in 
possession of the Premises or any part thereof after the expiration of 
the term hereof such occupancy shall be a tenancy from month to month 
upon all the provisions of this Lease pertaining to the obligations of 
Lessee, except that the rent payable shall be one-hundred twenty-five 
percent (125%) of the rent payable immediately preceding the termination 
date of this Lease, and all Options, it any, granted under the terms of 
this Lease shall be deemed terminated and be of no further effect during 
said month to month tenancy
	
27.	Cumulative Remedies.  No remedy or election hereunder shall be 
deemed exclusive but shall, wherever possible. be cumulative with all 
other remedies at law or in equity.
	
28.	Covenants and Conditions.  Each provision of this Lease performable 
by Lessee shall be deemed both a covenant and a condition.
	
29.	Binding Effect; Choice of Law.  Subject to any provisions hereof 
restricting assignment or subletting by Lessee and subject to the 
provisions of paragraph 17, this Lease shall bind the parties, their 
personal representatives, Successors and assigns.  This Lease shall be 
governed by the laws of the State where the Office Building Project 13 
located and any litigation concerning this Lease between the parties 
hereto shall be Initiated In the county In which the Office Building 
Project Is located.
	
30.	Subordination.
	
	(a)	This Lease, and any Option or right of first refusal granted 
hereby, at Lessor's option, shall be subordinate to any ground lease, 
Mortgage deed of trust, or any other hypothecation or security now or 
hereafter placed upon the Office Building Project and to any and all 
advances made on the security thereof and to all renewals. modifications, 
consolidations, replacements and extensions thereof.  Notwithstanding 
such subordination, Lessee's right to quiet possession of the Premises 
shall not be disturbed if Lessee 13 not in default and so long as Lessee 
shall pay the rent and observe and perform all of the provisions of this 
Lease, unless this Lease is otherwise terminated pursuant to Its terms.  
If any mortgagee, trustee or ground lessor shall elect to have this Lease 
and any Options granted hereby prior to the lien of its mortgage, deed of 
trust or ground lease. and shall give written notice thereof to Lessee, 
this Lease and such Options shall be deemed prior to such mortgage, deed 
of trust or ground lease, whether this Lease or such Options are dated 
prior or subsequent to the date of said mortgage, deed of trust or ground 
lease or the date of recording thereof.
	
	(b)	Lessee agrees to execute any documents required to effectuate 
an attornment, a subordination, or to make this Lease or any Option 
granted herein prior to the lien of any mortgage, deed of trust or ground 
lease, as the case may be.  Lessee's failure to execute such documents 
within ten (10) days after written demand shall constitute a material 
default by Lessee hereunder without further notice to Lessee or, at 
Lessor's option, Lessor shall execute such documents on behalf of Lessee 
as Lessee's attorney-in-fact.  Lessee does hereby make, constitute and 
irrevocably appoint Lessor as Lessee's attorney-in-fact and In Lessee's 
name, place and stead, to execute such documents In accordance with this 
paragraph 30(b).
	
31.	Attorneys' Fees
	
31.1	If either party or the broker(s) named herein bring an action to 
enforce the terms hereof or declare rights hereunder, the prevailing 
party in any such action, trial or appeal thereon, shall be entitled to 
his reasonable attorneys' fees to be paid by the losing party as fixed by 
the court in the same or a separate suit, and whether or not such action 
is pursued to decision or judgment.  The provisions of this paragraph 
shall inure to the benefit of the broker named herein who seeks to 
enforce a right hereunder.
	
31.2	The attorneys' fee award shall not be computed In accordance with 
any court fee schedule, but shall be such as to fully reimburse all 
attorneys' fees reasonably Incurred In good faith.
	
31.3	Lessor shall be entitled to reasonable attorneys' fees and all 
other costs and expenses Incurred In the preparation and service of 
notice of default and consultations In connection therewith, whether or 
not a legal transaction Is subsequently commenced In connection with such 
default
	
32.	Lessor's Access
	
32.1	Lessor and Lessor's agents shall have the right to enter the 
Premise any services required of Lessor showing the same to prospective 
purchasers, lenders, or lessees, taking such safety measures, erecting 
such scaffolding or other necessary structures, making such alterations, 
repairs, improvements or additions to the Premises or to the Office 
Building Project as Lessor may reasonably deem necessary or desirable and 
the erecting, using, and maintaining of utilities, services, pipes and 
conduits through the Premises and/or other premises as long as there is 
no material adverse effect to Lessee's use of the Premises.  Lessor may 
at any time place on or about the Building any ordinary A For Sale signs 
and Lessor may at any time during the last 120 days of the term hereof 
place on any ordinary "For Lease".
	
32.2	All activities of Lessor pursuant to this paragraph shall be 
without abatement of rent, nor shall Lessor have any liability to Lessee 
for the same.
	
32 3	Lessor shall have the right to retain keys to the Premises and to 
unlock all doors in or upon the Premises other than to files, vaults and 
safes, -and in the case of emergency to enter the Premises by any 
reasonably appropriate means, and any such entry shall not be deemed a 
forcible or unlawful entry or detainer of the Premises or an eviction, 
Lessee waives any charges for damages or injuries or interference with 
Lessee's Property or business in connection therewith.
	
	
33.	Auctions. Lessee shall not conduct, nor permit to be conducted, 
either voluntarily or involuntarily, any auction upon the Premises or the 
Common Areas without first having obtained Lessor's prior written 
consent.  Notwithstanding anything to the contrary in this Lease, Lessor 
shall not be obligated to exercise any standard of reasonableness in 
determining whether to grant such consent.  The holding of any auction on 
the Premises or Common Areas in violation of this paragraph shall 
constitute a material default of this Lease.
	
34.	Signs. Lessee shall not place any sign upon the Premises or the 
Office Building Project without Lessor's prior written consent.  Under no 
circumstances shall Lessee place a sign on any roof of the Office 
Building Project.
	
35.	Merger.  The voluntary or other surrender of this Lease by Lessee, 
or a mutual cancellation thereof. or a termination by Lessor, shall not 
work a merger, and shall, at the option of Lessor, terminate all or any 
existing subtenancies or may, at the option of Lessor, operate as an 
assignment to Lessor of any or all Of such subtenancies.
	
36.	Consents. Except for paragraphs 33 (auctions) and 34 (signs) 
hereof, wherever in this Lease the consent of one party is required to an 
act of the other party such consent shall not be unreasonably withhold or 
delayed.
	
37.	Guarantor.  In the event that there is a guarantor of this Lease, 
said guarantor shall have the same obligations as Lessee under this 
Lease.
	
38.	Quiet Possession.  Upon Lessee paying the rent for the Premises and 
observing and performing all of the covenants, conditions and provisions 
on Lessee's part to be observed and performed hereunder, Lessee shall 
have quiet possession of the Premises for the entire term hereof subject 
to all of the provisions of this Lease.  The individuals executing this 
Lease on behalf of Lessor represent and warrant to Lessee that they are 
fully authorized and legally capable of executing this Lease on behalf of 
Lessor and that such execution is binding upon all parties holding an 
ownership interest in the office Building Project.
	
39.	Options.

39.1	Definition.  As Used in this paragraph the word "Option" has the 
following meaning: (1) the right or option to extend the term of this 
Lease or to renew this Lease or to extend or renew any lease that Lessee 
has on other property of Lessor; (2) the option of right of first 
refusal to lease the Premises or the right of first offer to lease the 
Premises or the right of first refusal to lease other space within the 
Office Building Project or other property of Lessor or the right of 
first other to lease other space within the Office Building Project or 
other property of Lessor; (3) the right or option to Purchase the 
Premises or the Office Building Project, or the right of first refusal to 
purchase the Premises or the Office Building Project or the right of 
first offer to purchase the Premises or the Office Building Project, or 
the right or option to purchase other property of Lessor. or the right of 
first refusal to purchase other property of Lessor or the right of first 
offer to purchase other property of Lessor.
	
39.2	Options Personal.  Each Option granted to Lessee -in this Lease is 
personal to the original Lessee and may be exercised only by the original 
Lessee while occupying the Premises who does 50 without the Intent of 
thereafter assigning this Lease or subletting the Promises or any portion 
thereof, and may not be exercised or be assigned, voluntarily or 
Involuntarily, by or to any person or entity other than Lessee; provided, 
however, that an Option may be exercised by or assigned to any Lessee 
Affiliate as defined In paragraph 12.2 of this Lease.  The Options, If 
any, herein granted to Lessee are not assignable separate and apart from 
this Lease, nor may any Option be separated from this Lease in any manner 
either by reservation or otherwise.
	
39.3	Multiple Options.  In the event that Lessee has any multiple 
options to extend or renew this Lease a later option cannot be exercised 
unless the prior option to extend or renew this Lease has been so 
exercised.
	
39.4	Effect of Default on Options.
	
	(a)	Lessee shall have no right to exercise an Option, 
notwithstanding any provision in the grant of Option to the contrary, (1) 
during the time commencing from the date Lessor gives to Lessee a notice 
of default pursuant to paragraph 13.1(c) or 13.1(d) and continuing until 
the noncompliance alleged in said notice of default 13 cured, or (if) 
during the period of time commencing on the day after a monetary 
obligation to Lessor Is due from Lessee and unpaid (without any necessity 
for notice thereof to Lessee) and continuing until the obligation 13 
paid, or (111) in the event that Lessor has given to Lessee three or more 
notices of default under paragraph 13.1(c), or paragraph 13.1(d), whether 
or not the defaults are cured, during the 12 month period of time 
Immediately prior to the time that Lessee attempts to exercise the 
subject Option, (iv) It Lessee has committed any non-curable breach, 
Including without limitation those described in Paragraph 13.1(b), or is 
otherwise In default of any of the terms, covenants or conditions of this 
Lease.
	
	(b)	The period of time within which an Option may be exercised 
shall not be extended or enlarged by reason of Lessee's Inability to 
exercise an Option because of the provisions of paragraph 39.4(a). I
	
	(c)	All rights of Lessee under the provisions of an Option shall 
terminate and be of no further force or effect, notwithstanding Lessee's 
due and timely exercise of the Option, if, after such exercise and during 
the term of this Lease, (I) Lessee falls to pay to Lessor a monetary 
obligation of Lessee for a period of thirty (30) days after such 
obligation becomes due (without any necessity of Lessor to give notice 
thereof to Lessee), or (ii) Lessee falls to commence to cure a default 
specified in paragraph 13.1(d) within thirty (30) days after the date 
that Lessor gives notice to Lessee of such default and/or Lessee falls 
thereafter to diligently prosecute said cure to completion, or (iii) 
Lessor gives to Lessee three or more notices of default under paragraph 
13.1(c), or paragraph 13,1(d), whether or not the defaults are cured, or 
(iv) if Lessee has committed any non-curable breach, including without 
limitation those described in paragraph 13.1(b), or is otherwise in 
default of any of the terms. covenants and conditions of this Lease. 
40.Security Measures-Lessor's Reservations.
	
40.1	Lessee hereby acknowledges that Lessor shall have no obligation 
whatsoever to provide guard service or other security measures for the 
benefit of the Premises or the Office Building Project.  Lessee assumes 
all responsibility for the protection of Lessee, its agents, and invitees 
and the property of Lessee and of Lessee's agents and invitees from acts 
of third parties, Nothing herein contained shall prevent Lessor, at 
Lessor's sole option, from providing security protection for the Office 
Building Project or any part thereof. in which event the cost thereof 
shall be included within the definition of Operating Expenses, as set 
forth in paragraph 4.2(b),
	
40.2	Lessor shall have the following rights:
	
	(a)	To change the name, address or title of the Office Building 
Project or building in which the Promises are located upon not less than 
90 days prior written notice; Provided Landlord reimburses Tenant for all 
stationary or related costs, Unless such change was due to government 
notice or zoning requirements.
	
	(b)	To, at Lessee's expense, provide and initial Building 
standard graphics on the door of the Premises and such portions of the 
Common Areas as Lessor shall reasonably deem appropriate;
	
	(c)	To permit any lessee the exclusive right to conduct any 
business as long as such exclusive does not conflict with any rights 
expressly given herein:
	
	(d)	To place such signs, notices or displays as Lessor reasonably 
deems necessary or advisable upon the roof, exterior of the buildings or 
the Office Building Project or on pole signs In the Common Areas:  
However, Lessor should be prohibited from interfering with the Lessee's 
rights of ingress and egress or that of its business licensees or 
visibility of the premises.
	
40.3 Lessee shall not
			
	(b)	Suffer or permit anyone, except In emergency, to go upon the 
roof of the Building.
	
41.	Easements
	
41.1	Lessor reserves to itself the right, from time to time, to grant 
such easements, rights and dedications that Lessor deems necessary or 
desirable, and to cause the recordation of Parcel Maps and restrictions, 
so long as such easements, rights, dedications, Maps and restrictions do 
not unreasonably interfere with the use of the Premises by Lessee.  
Lessee shall sign any of the aforementioned documents upon request of 
Lessor and failure to do so shall constitute a material default of this 
Lease by Lessee without the need for further notice to Lessee.
	
41.2	The obstruction of Lessee's view, air, or light by any structure 
erected in the vicinity of the Building, whether by Lessor or third 
parties shall in no way affect this Lease or Impose any liability upon 
Lessor.
	
42.	Performance Under Protest.  If at any time a dispute shall arise as 
to any amount or sum of money to be paid by one party to the other under 
the provisions hereof, the party against whom the obligation to pay the 
money is asserted shall have the right to make payment "under protest" 
and such payment shall not be regarded as a voluntary payment, and there 
shall survive the right on the part of said party to institute Suit for 
recovery of such sum.  If It shall be adjudged that there was no legal 
obligation on the part of said party to pay such sum or any part thereof, 
said party shall be entitled to recover such sum or so much thereof as It 
was not legally required to pay under the provisions of this Lease.
		
43.	Authority. If Lessee is a corporation, trust, general or limited 
partnership, Lessee, and each individual executing this Lease on behalf 
of said entity.  If Lessee Is a corporation, entity represent and 
warrant that such individual is duly authorized to execute and (30) days 
after execution of this Lease, deliver to Lessor evidence of such 
authority satisfactory trust or partnership, Lessee shall, within this 
Lease deliver this Lease to Lessor.
		
44.	Conflict.  Any conflict between the printed provisions, Exhibits 
or Addenda of this Lease and the typewritten or handwritten provisions, 
if any, shall be controlled by the typewritten or handwritten 
provisions.
		
45.	No Offer.  Preparation of this Lease by Lessor or Lessor's agent 
and submission of same to Lessee shall not be deemed an offer to Lessee 
to lease. This Lease shall become binding upon Lessor and Lessee only 
when fully executed by both parties.
		
46.	Lender Modification.  Lessee agrees to make such reasonable 
modifications to this Lease as may be reasonably required by an 
institutional lender in connection with the obtaining of normal 
financing or refinancing of the Office Building Project.

47.	Multiple Parties.  If more than one person or entity Is named as 
either Lessor or Lessee herein, except as otherwise expressly provided 
herein, the obligations of the Lessor or Lessee herein shall be the 
joint and several responsibility of all persons or entitles named herein 
as such Lessor or Lessee, respectively.
		
		
	LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND 
EACH TERM AND PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, 
SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO.  THE PARTIES HEREBY 
AGREE THAT, AT THE TIME
		
	THIS LEASE IS EXECUTED.  THE TERMS OF THIS LEASE ARE COMMERCIALLY 
REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE 
WITH RESPECT TO THE PREMISES.
		
	IF THIS LEASE HAS BEEN FILLED IN IT HAS BEEN PREPARED FOR 
SUBMISSION TO YOUR ATTORNEY FOR HIS APPROVAL.  NO REPRESENTATION OR 
RECOMMENDATION IS MADE BY THE AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION 
OR BY THE REAL ESTATE BROKER OR ITS AGENTS OR EMPLOYEES AS TO THE LEGAL 
SUFFICIENCY.  LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE 
TRANSACTION RELATING THERETO; THE PARTIES SHALL RELY SOLELY UPON THE 
ADVICE OF THEIR OWN LEGAL COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF 
THIS LEASE.
		
	LESSOR					LESSEE
		
	Fujita Investors of California			Orange National 
Bank

EXHIBIT A
	
	
	
ADDENDUM TO THE LEASE AGREEMENT BY AND BETWEEN
FUJITA INVESTORS OF CALIFORNIA (LESSOR) AND ORANGE NATIONAL BANK 
(LESSEE)
			DATED:	July 17,1997
	
	50.	OCCUPANCY:
	Lessee shall have the right to occupancy of the premises free of 
rent on October 1, 1 997 or upon substantial completion of the tenant 
improvements, subject to all other terms and conditions of this Lease.  
Commencement for the monthly base rent shall be January 1, 1998.
	
	51.	TENANT IMPROVEMENTS:
	Lessor shall provide a total allowance of up to $118,600 based 
upon 4,744 useable square feet, (hereinafter 'Improvement Allowance'), 
for any and all Lessee improvement costs, including, but not limited to, 
space planning, design and architectural fees, construction drawings, 
mechanical and electrical engineering, permits and other fees, plan 
check and construction of Lessee's improvements in the Premises, and/or 
building signage, vault, ATM and night depository.  If tenant 
improvement allowance is used for construction/installation of any 
vault, ATM, and/or night depository, then such items shall be deemed 
Lessor's property upon expiration of Lessee's occupancy.  The 
Improvement Allowance shall not be utilized for real property 
improvement items (i.e. furniture, removable fixtures, computers, phone 
systems and related equipment and cabling).  All costs in excess of said 
Improvement Allowance and all costs incurred by Lessor as a result of 
Lessee's additions or modifications to said mutually approved 
construction drawings shall be paid by Lessee.  The contractors, 
consultants and construction contract for such construction work shall 
be subject to the parties' prior written approval, which approval shall 
not be unreasonably withheld or delayed, and Lessor, shall be the 
contracting party thereunder.  In the event that Lessee, at any time, 
becomes the contracting party, or a contractor is selected that has not 
been previously used by Lessor, then Lessor reserves the right to charge 
a construction supervision fee which shall be calculated by multiplying 
 .03 by the total amount of the construction contract.
	
	Lessee and Lessor hereby agree that Lessee is leasing the Premises 
in an 'as is, where is' condition.  Except for this Paragraph 51 and the 
Improvement Allowance provided herein, and the provisions provided for 
in Paragraph 6.2 and 6.3 of the Lease, Lessor shall have no obligation 
whatsoever to modify, construct, or otherwise alter the Premises or the 
Office Building Project for Lessee's occupancy, other than removing the 
existing computer floor/equipment and drywall covering the perimeter 
windows.
	
	Lessee shall utilize the Lessor's Building standard or equivalent 
pursuant to Lessor's approval; ceiling grid, lights, hardware, locksets, 
doors and window coverings for the Premises.  Attached as Exhibit 'A' is 
a preliminary space plan prepared by Lessee's architect for the 
improvements to Lessee's Premises, which shall be mutually approved by 
Lessee and Lessor prior to the commencement of construction drawings.
	
	Lessee's space plans and working drawings shall not conflict with 
the building codes for the City of Orange, or with any other applicable 
governmental law or regulation, or with applicable insurance 
regulations.  All space plans and working drawings shall be in a form 
satisfactory to appropriate governmental authorities responsible for 
issuing permits and licenses required for construction.
	
	Lessee shall competitively bid the project to at least three (3) 
general contractors.  Lessor may name a fourth (4th) general contractor, 
subject to Lessor's prior approval of said general contractor.
	
	Prior to any contractor entering the Building, said contractors 
shall provide Lessor with a waiver of any and all mechanic and lien 
rights, and the contractors shall name Lessor as additional insured in 
its liability policy (which shall be for not less than $1,000,000 per 
occurrence) and in Lessee's workmen's compensation insurance policy.
	
	All contractors shall schedule all work and deliveries through 
Lessor, and shall comply with all construction regulations reasonably 
established by Lessor for the Building.  All contractor and 
subcontractors shall park and load in designated areas only, and shall 
protect the Building, its Common Areas, and Lessor's property (i.e. 
carpeting, walls, tile, finishes, etc.). In no event shall any 
construction personnel enter other tenant offices without prior approval 
from Lessor.  The general contractor shall provide construction 
dumpsters per Lessor's direction.
	
			The term 'Completion', as used in the Lease, is hereby 
defined to mean the date the building department of the municipality 
having jurisdiction of the Premises shall have made a final inspection 
of Lessee's Improvements, or recordation of a Notice Completion, or 
Lessee's occupancy of the Premises, whichever shall occur first.
	
52. ATM: 
Upon Lessor's review and approval of location, such approval shall 
not be unreasonably withheld, Lessee shall be granted the right to 
install up to one (1) automated transaction machines (ATM) at the 
building.
	
	53.	DIRECTORY BOARD:
	Lessor, at Lessor's sole cost and expense, shall furnish Lessee 
with space on the building directory board(s) in the north and south 
lobby areas of the building.
	
	54.	SIGNAGE:
	Lessee, at Lessee's sole cost and expense, shall have the right to 
install 'eyebrow' sign(s) on the building.  The location of the 
'eyebrow' signage shall be over the fourth floor windows (in the glass 
line of parapet), no lower than the top of the window line of the fourth 
floor in the upper left corner facing the orange (57) Freeway and on the 
front of the building facing Katella over the branch, between the first 
and second floors.  Lessor shall allow Lessee to install individual 
eyebrow letters of not less than 24" in height.  The fourth floor sign 
shall be illuminated, the final design and size of said sign(s) shall be 
mutually agreed upon by Lessee and Lessor, and shall meet all applicable 
city and building codes.  Lessee shall be responsible for all 
installation, maintenance and ultimate removal costs of such sign(s).
	
	55.	UTILITIES / HVAC:
	Building operation hours are 7:00 a.m. to 6:00 p.m. Monday through 
Friday, and 7:00 a.m. to 1:00 p.m. on Saturday.  After hours heating, 
ventilating and air conditioning is available upon Lessee's 24 hour 
written request.  Any after hours use is to be billed at cost or 
approximately $35.00 per hour
	
	56.	SUBLEASE/ASSIGNMENT:
	In the event and on the condition that Lessee has timely performed 
each and every, all and singular of the terms, covenants, and conditions 
of this Lease on Lessee's part to be performed, and subject to all 
provisions in paragraphs 2 of the Lease, Lessee shall have the right to 
sublease or assign all or any portion of the space to any subsidiary or 
affiliate company without Lessor's approval.  A sublease or assignment 
to any unrelated party shall require the Lessor's approval, which 
approval shall not be unreasonable withheld.  Lessee shall have the 
right to retain fifty percent (50%) of any profits which may be realized 
for the sublease or assignment.

	57.	PARKING:
	Lessee shall have the right to twelve (1 2) stalls marked 'Orange 
National Bank', from the 19 allotted parking stalls, as outlined in 
Vehicle Parking paragraph 2.2 of the lease, at no charge for the initial 
term of this Lease at a location to be mutually agreed upon.  Further 
reserved spaces are subject to availability and at a charge specified in 
paragraph 2.2.2 of the Lease.  A location map of these reserved bank 
stalls shall be attached to the lease documents as Exhibit 'E'.
	
	58.	MONUMENT SIGN:
	In the event the design of a new monument sign is approved and 
adequate for multiple listing, then Lessor shall provide Lessee at 
Lessee's sole cost and expense, non-exclusive signage on the monument in 
the front of the project.  Subject to building occupancy and 
availability, Lessee shall have the right to have their name listed 
first on the monument sign.
	
	59.	OPTION TO EXTEND:
	In the event and on the condition that Lessee has timely performed 
each and every, all and singular of the terms, covenants, and conditions 
of this Lease on Lessee's part to be performed, then Lessor hereby 
grants to Lessee the option to extend the term of this Lease for two (2) 
consecutive five (5) year periods commencing when the prior term expires 
upon each and all of the following terms and conditions: Lessee give to 
Lessor, and Lessor actually receives, on a date which is prior to the 
date that option period would commence (if exercised) by at least four 
(4) months and not more that seven (7) months, a written notice of the 
exercise of the option to extend this Lease for said additional term, 
time being of the essence.  If said notification of the exercise of said 
option is not so given and received, this option shall automatically 
expire.  All of the terms and conditions of this Lease except where 
specifically modified by this option shall apply.  The initial base rent 
for the option period shall be ninety-five percent (95%) of the 
prevailing market rate at the time of commencement of the option period, 
for comparable office space within the general market area.
	
	The term 'fair market rental rate' as used in this Addendum shall 
mean the annual amount per rentable square foot, projected during the 
relevant period, that a willing, comparable, non-equity tenant 
(excluding sublease and assignment transactions) would pay, and willing, 
comparable landlord of a comparable quality office building located in 
the Anaheim Stadium area ('Comparison Area') would accept, at arm's 
length (what Lessor is accepting in current transactions for the 
building may be considered), for space comparable in size, quality and 
floor height as the lease area at issue taking into account the age, 
quality and layout of the existing improvements in the leased area at 
issue and taking in account items that professional real estate brokers 
customarily consider, including but not limited to, rental rates, office 
space availability, tenant size, tenant improvement allowances, 
operating expenses and allowance, parking charges and any other lease 
economics than being considered by Lessor or the lessors of such similar 
office buildings.
	
	Lessor's determination of fair market rental rate shall be 
delivered to Lessee in writing not later than thirty (30) days following 
Lessor's receipt of Lessee's Extension Notice.  Lessee will have thirty 
(30) days ('Lessee's Review Period') after receipt of Lessor's notice of 
the fair market rental rate within which to accept such fair market 
rental rate or to object thereto in writing.  Lessee's failure to object 
to the fair market rental rate submitted by Lessor in writing within 
Lessee's Review Period will conclusively be deemed Lessee's approval and 
acceptance thereof. if Lessee objects to the fair market rental rate 
submitted by Lessor within Lessee's Review Period, then Lessor and 
lessee will attempt in good faith to agree upon such fair market rental 
rate using their best good faith efforts. if Lessor and Lessee fail to 
reach agreement on such fair market rental rate with fifteen (15) days 
following the expiration of Lessee's Review Period (the 'Outside 
Agreement Date'), then each party's determination will be submitted to 
appraisal in accordance with the provisions below.
	
	(i)	Lessor and Lessee shall each appoint one independent, 
unaffiliated appraiser who shall by profession be a real estate broker 
who has been active over the five (5) year period ending on the date of 
such appointment in the leasing of mid-rise office space in the 
Comparison Area.  Each such appraiser will be appointed within thirty 
(30) days after the Outside Agreement Date.
	
	(ii)	The two (2) appraisers so appointed will within fifteen (15) 
days of the date of the appointment of the last appointed appraiser 
agree upon and appoint a third appraiser who shall be qualified under 
the same criteria set forth herein above for qualification of the 
initial two (2) appraisers.
	
	(iii)	The determination of the appraisers shall be limited solely 
to the issue of whether Lessor's or Lessee's last proposed (as of the 
Outside Agreement Date) new Base Rent for the Premises is the closest to 
the actual new Base Rent for the Premises as determined by the 
appraisers, taking into account the requirements of Paragraph and this 
Paragraph (e) regarding same.
	
	(iv)	The three (3) appraisers shall within thirty (30) days of 
the appointment of the third appraiser reach a decision as to whether 
the parties shall use Lessor's or Lessee's submitted new Base Rent, and 
shall notify Lessor and Lessee thereof.
	
	(v)	The decision of the majority of the three (3) appraisers 
shall be binding upon Lessor and Lessee.  The cost of each party's 
appraiser shall be the responsibility of the party selecting such 
appraiser, and the cost of the third appraiser (or arbitration, if 
necessary) shall be shared equally by Lessor and Lessee.
	
	(vi)	If either Lessor or Lessee fails to appoint an appraiser 
within the time period in paragraph (e) (1) herein above, the appraiser 
appointed by one of them shall reach a decision, notify Lessor and 
Lessee thereof and such appraiser's decision shall be binding upon 
Lessor and Lessee.
	
	(vii)	In the event that new Base Rent is not established prior to 
end of the initial Term of the Lease, the Base Rent immediately payable 
at the commencement of the Option Term shall be the Base Rent payable in 
the immediately preceding month.  Notwithstanding the above, once the 
fair market rental is determined in accordance with this section, the 
parties shall settle any overpayment or underpayment on the next Base 
Rent payment date falling not less than thirty (30) days after such 
determination.
	
	60.	HAZARDOUS MATERIALS:
	To the best of Lessor knowledge and without investigation, the 
building is absent of the presence of hazardous materials.  Lessor and 
Lessor's successors will not hold Lessee or Lessee's assignees 
responsible for any environmental damage which is not attributable to 
Lessee or lessee's invitees use, occupancy or presence at the leased 
premises.
	
	61.	CLEANING SERVICES:
	Lessor, at Lessor's expense, shall provide during the entire term 
of the Lease and any option periods janitorial service to the Premises 
five (5) days per week befitting similar office building.  Such service 
shall be after normal business hours and in accordance with Exhibit 'D' 
- Cleaning Schedule.  Should Lessee desire to hire a service of their 
own for the branch, Lessor shall provide Lessee with an allowance to 
employ a service.
	
	62.	STRUCTURAL/LATENT DEFECT:
	Lessor, at Lessor's sole cost and expense, shall be responsible 
for repair of any and al I structural and/or latent defects in the 
Building over the terms of the lease and the Extension Period, and if 
such repair is required by the appropriate government agency or is 
necessary for the continuance of Lessee's operation.
	
	63.	AMERICAN'S WITH DISABILITIES ACT OF 1990:
	If compelled to do so by appropriate government agency, Lessor 
shall be responsible for any and all changes to the building or demised 
premises required by the Americans with Disabilities Act, unless such 
charges are required because of improvements or alterations made to the 
demised premises by Lessee after Lessor's initial construction or is 
required as a consequence of an act or use by Lessee not permitted under 
this Lease.
	
	64.	EXCLUSIVITY:
	Lessor shall not lease space within the 1800 West Katella Avenue, 
Orange property to any banking institution that would operate a bank 
branch or ATM machine.
	
	65.	TOTAL SQUARE FEET:
	For the purposes of calculating operating expense, 1800 West 
Katella Avenue, Orange building totals 46,976 square feet.
	
	
	
	
	
	
	
	
Page 3 of 3
	
RULES AND REGULATIONS FOR
STANDARD OFFICE LEASE
	
	
	
	Dated:    July 17, 1997
	
	
	By and Between Fujita Investors of California (Lessor) and orange 
National Bank (Lessee)
	
GENERAL RULES
	
1.	Lessee shall not suffer or permit the obstruction of any Common 
Areas, Including driveways, walkways and Stairways.
	
2.	Lessor reserves the right to refuse access to any persons Lessor 
In good faith judges to be a threat to the safety, reputation, or 
property of the Office Building Project and its occupants.
	
	
3.	Lessee shall not make or permit any noise or odors that annoy or 
interfere with other lessees or persons having business within the 
Office Building Project.
	
	
4.	Lessee shall not keep animals or birds within the Office Building 
Project, and shall not bring bicycles, motorcycles or other vehicles 
into areas not designated as authorized forsame.
	
5.	Lessee shall not make, suffer or permit litter except in 
appropriate receptacles for that purpose.
	
6.	Lessee shall not alter any lock or Install new or additional locks 
or bolts.  Except as require f or bank use.
	
7.	Lessee shall be responsible for the Inappropriate Use of any 
toilet rooms, plumbing or other utilities.  No foreign substances of any 
kind are to be inserted therein.
	
8.	Lessee shall not deface the walls, partitions or other surfaces of 
the premises or Office Building Project.
	
9.	Lessee shall not suffer or permit any thing in or around the 
Premises or Building that causes excessive vibration or floor loading in 
any part of the Office Building Project.
	
10.	Furniture, significant freight and equipment shall be moved into 
or out of the building only with the Lessor's knowledge and consent, and 
subject to such reasonable limitations, techniques and timing, as may be 
designated by Lessor.  Lessee shall be responsible for any damage to the 
Office Building Project arising from any such activity
	
11.	Lessee shall not employ any service or contractor for services or 
work to be performed In the Building, except as approved by Lessor.
	
12.	Lessor reserves the right to close and lock the Building on 
Saturdays, Sundays and legal holidays, and on other days between the 
hours of 6 P.M. and 7 A.M. of the following day.  If Lessee uses the 
Premises during such periods, Lessee shall be responsible for securely 
locking any doors it may have opened for entry.
	
13.	Lessee shall return all keys at the termination of its tenancy and 
shall be responsible for the Cost of replacing any keys that are lost.
	
14.	No window coverings. shades or awnings shall be Installed or used 
by Lessee.  Except as provided in Exhibit "A".
	
15.	No Lessee, employees or invitee shall go upon the roof of the 
Building, without Lessor's prior consent.
	
16.	Lessee shall not suffer or permit smoking or carrying lot lighted 
cigars or cigarettes in areas reasonably designated by Lessor or by 
applicable governmental agencies as nonsmoking areas.
	
17.	Lessee shall not use any method of heating or air conditioning 
other than as provided by Lessor.
	
18.	Lessee shall not Install, maintain or operate any vending machines 
upon the Premises without Lessor's written consent.
	
19.	The Promises shall not be used for lodging or manufacturing, 
cooking or food preparation.  Except microwave oven cooking.
	
20.	Lessee shall comply with all safety, fire protection and 
evacuation regulations established by Lessor or any applicable 
governmental agency
	
21.	Lessor reserves the right to waive any one of these rules or 
regulations, and/or as to any particular Lessee, and any such waiver 
shall not constitute a waiver of any other rule or regulation or any 
subsequent application thereof to such Lessee.
	
22.	Lessee assumes all risks from theft or vandalism and agrees to 
keep its Premises locked as may be required.
	
23.	Lessor reserves the right to make such other reasonable rules and 
regulations as It may from time to time deem necessary for the 
appropriate operation and safety of the Office Building Project and its 
occupants.  Lessee agrees to abide by these and such rules and 
regulations.
	
PARKING RULES
	
1.	Parking areas shall be used only for parking by vehicles no longer 
than full size, passenger automobile herein called "Permitted Size 
Vehicles" Vehicles other than Permitted Size Vehicles are herein 
referred to as "oversized Vehicles"
	
2.	Lessee shall not permit or allow any vehicles that belong to or 
are controlled by Lessee or Lessee's employees, suppliers, shippers, 
customers, or invitees to be loaded, unloaded, or parked In areas other 
than those designated by Lessor for such activities.
	
3.	Parking stickers or Identification devices shall be the property 
of Lessor and be returned to Lessor by the holder thereof upon 
termination of the holder's parking privileges.  Lessee will pay such 
replacement charge as is reasonably established by Lessor for the loss 
of such devices.
	
4.	Lessor reserves the right to refuse the sale of monthly 
Identification devices to any person or entity that willfully refuses to 
comply with the applicable rules, regulations, laws and/or agreements.
	
5.	Lessor reserves the right to relocate all or a part of parking 
spaces from floor to floor, within one floor, and/or to reasonably 
adjacent Offsite locations, and to reasonably allocate them between 
compact and standard size spaces, as long as the same complies with 
applicable laws, ordinances and regulations.  Lessee's reserved stalls 
shall remain unaffected.
	
6.	Users of the parking area will obey all posted signs and park only 
in the areas designated for vehicle parking.
	
7.	Unless otherwise Instructed, every person using the parking area 
is required to park and lock his own vehicle.  Lessor will not be 
responsible for any damage to vehicles, Injury to persons or loss of 
property, all of which risks are assumed by the party using the parking 
area.
	
8.	Validation, If established. will be permissible only by such 
method or methods as Lessor and/or its licensee may establish at rates 
generally applicable to visitor parking.
	
9.	The maintenance. washing, waxing or cleaning of vehicles in the 
parking structure or Common Areas is prohibited.
	
10.	Lessee shall be responsible for seeing that all of its employees, 
agents and invitees comply with the applicable parking rules, 
regulations, laws and agreements.
	
11.	Lessor reserves the right to modify these rules and/or adopt such 
other reasonable and non discriminatory rules and regulations as it may 
deem necessary for the proper operation of the parking area.
	
12.	Such parking use as Is herein provided is intended merely as a 
license only and no bailment is Intended or shall be created hereby.
	
	
			EXHIBIT B
	
PAGE 1 OF I PAGES
EXHIBIT 10.7

SHOPPING CENTER LEASE


Name of Center          ORANGE CREST PLAZA

1.	PARTIES.  This Lease, dated as of this 29th day of September 1989, 
is made by and between Orange Newport Associates (herein called 
"Landlord") and Orange National Bank (herein called "Tenant").

2.	PREMISES.  Landlord does hereby lease to Tenant and Tenant hereby 
leases from Landlord that certain space (herein called "Premises"), 
containing approximately 3,300 square feet of floor area.  The location 
of said Premises are delineated on Exhibit "A" attached hereto and 
incorporated by reference herein.  Said Premises are located in the City 
of Orange, County of Orange, State of California.  This Lease is subject 
to the terms, covenants and conditions herein set forth and the Tenant 
covenants as a material part of the consideration for this Lease to keep 
and perform each and ll. of said terms, covenants and conditions by it to 
be kept and performed.

3.	USE.     Tenant shall use the Premises for a financial institution 
and shall not use or permit the Premises to be used for any other purpose 
without the prior written consent of Landlord.

MINIMUM RENT.

4.A.	Tenant agrees to pay to Landlord as Minimum Rent, without notice 
or demand, the monthly sum of Six Thousand Three Hundred Sixty-Nine 
Dollars and 00/100 ($6,369.00) Dollars, in advance, on or before the 
first day of each and every successive calendar month during the term 
hereof, except the first month's rent shall be paid upon the execution 
hereof. 

	Rent for any period which is for less than one (1) month shall be a 
prorated portion of the monthly installment herein based upon a thirty 
(30) day month.  Said rental shall be paid to Landlord, without deduction 
or offset, in lawful money of the United States of America and at such 
place as Landlord may from time to time designate in writing.

4.B.	THE MINIMUM RENTAL as set forth in 4(A) above shall be increased if 
the Consumer Price Index - Los Angeles - Anaheim - Riverside - All Urban 
Consumers (Index) as published by the United States Department of Labor's 
Bureau of Labor Statistics, increases over the base period Index.  The 
base period Index shall be the Index for the calendar month which is four 
months prior to the month in which rentals commence.  The base period 
Index shall be compared with the Index for the same calendar month for 
each subsequent year (comparison month).  If the Index for any comparison 
month is higher than the base period Index, then the minimum rental for 
the next year shall be increased by the identical percentage commencing 
with the next rental commencement month.  In no event shall the Minimum 
Rental be less than that set forth in 4(A) above. (By way of illustration 
only, if Tenant commenced paying rent in June of 1977, then the base 
period Index is that for February, 1977 (assume 176-3) and that Index 
shall be compared to the Index for February, 1978 (assume 185.8), and 
because the Index for February 1978 is 5.39% higher, the minimum rental 
commencing June, 1978, shall be 5.39% higher; likewise the Index for 
February, 1979 shall be compared with the Index for February 1978).
    
	Should the Bureau discontinue the publication of the above Index, 
or publish same less frequently, or alter same in some other manner, then 
Landlord shall adopt a substitute index or substitute procedure which 
reasonably reflects and monitors consumer prices.  However, in no event 
shall said increase be greater than eight (8%) percent, nor less than 
four (4%) percent per year.
	
5.	TERM.  The lease term shall be Fifteen (15) Years from the date 
rent commences.  The parties hereto acknowledge that certain obligations 
under various articles hereof may commence prior to the lease term, i.e., 
construction, hold harmless, liability insurance, etc.; and the parties 
agree to be bound by these articles prior to commencement of the lease 
term.

6.	SECURITY DEPOSIT.  Concurrently with Tenant's execution of this 
Lease, Tenant has deposited with Landlord a sum equivalent to the first 
two months rent.  Said sum shall be held by Landlord as security for the 
faithful performance by Tenant of all the terms, covenants and conditions 
of this Lease to be kept and performed by Tenant during the term hereof. 
 If Tenant defaults with respect to any provision of this Lease, 
including but not limited to the provisions relating to the payment of 
rent, Landlord may (but shall not be required to) use, apply or retain 
all or any part of this security deposit for the payment of any rent or 
any other sum in default, or for the payment of any amount which Landlord 
may spend or become obligated to spend by reason of Tenant's default, or 
to compensate Landlord for any other loss or damage which Landlord may 
suffer by reason of Tenant's default.  If any portion of said deposit is 
so used or applied Tenant shall, within five (5) days after written 
demand therefor, deposit cash with Landlord in an amount sufficient to 
restore the security deposit to its original amount and Tenant's failure 
to do so shall be a default under this Lease.  Landlord shall not be 
required to keep this security deposit separate from its general funds, 
and Tenant shall not be entitled to interest on such deposit.  If Tenant 
shall fully and faithfully perform every provision of this Lease to be 
performed by it, the security deposit or any balance thereof shall be 
returned to Tenant (or, at Landlord's option, to the last assignee of 
Tenant's interest hereunder) within ten (10) days following expiration of 
the Lease term.  In the event of termination of Landlord's interest in 
this Lease, Landlord shall transfer said deposit to Landlord's successor 
in interest.

7.	ADDITIONAL CHARGES.

7.B.	Adjustments

	In addition to the Minimum Rent provided in Article 4 hereinabove, 
and commencing at the same time as any rental commences under this Lease 
Tenant shall pay to Landlord the following items, herein called 
Adjustments:

	(a)	All real estate taxes and insurance premiums on the Premises, 
including land, building and improvements thereon.  Said real estate 
taxes shall include all real estate taxes and assessments that are levied 
upon and/or assessed against the Premises, including any taxes which may 
be levied on rents.  Said insurance shall include all insurance premiums 
for fire, extended coverage, liability, and any other insurance that 
Landlord deems necessary on the Premises.  Said taxes and insurance 
premiums for purpose of this provision shall be reasonably apportioned in 
accordance with the total floor area of the Premises as it relates to the 
total floor area of the Shopping Center which is from time to time 
completed as of the first day of each calendar quarter.

	(b)	That percentage of the total cost of the following items as 
Tenant's total floor area bears to the total floor area of the Shopping 
Center which is from time to time completed as of the first day of each 
calendar quarter.

		(i)	All real estate taxes, including assessments, all 
insurance costs, and all costs to maintain, repair and replace common 
areas, roofs, parking lots, exterior walls, sidewalks, driveways, 
lighting and other areas used in common by the tenants of the Shopping 
Center.

		(ii)	All costs to supervise and administer said common 
areas, parking lots, sidewalks, driveways and other areas used in common 
by the tenants or occupants of the Shopping Center.  Said costs shall 
include such fees as may be paid to a third party in connection with same 
and shall in any event include a fee to Landlord to supervise and 
administer same in an amount equal to ten (10%) percent of the total 
adjustments.

		(iii)	Any parking charges, utilities surcharges, or any other 
costs levied, assessed or imposed by, or at the direction of, or 
resulting from statutes or regulations, or interpretations thereof, 
promulgated by any governmental authority in connection with the use or 
occupancy of the premises or the parking facilities serving the premises. 
 Upon commencement of rental Landlord shall submit to Tenant a statement 
of the anticipated monthly Adjustments for the period between such 
commencement and the following January and Tenant shall pay these 
Adjustments on a monthly basis concurrently with the payment of the Rent. 
 Tenant shall continue to make said monthly payments until notified by 
Landlord of a change thereof.  By April 1 of each year Landlord shall 
endeavor to give Tenant a statement showing the total Adjustments for the 
Shopping Center for the prior calendar year and Tenant's allocable share 
thereof, prorated from the commencement of rental.  In the event the 
total of the monthly payments which Tenant has made for the prior 
calendar year be less than the Tenant's actual share of such Adjustments 
then Tenant shall pay the difference in a lump sum within ten days after 
receipt of such statement from Landlord and shall concurrently pay the 
difference in monthly payments made in the then calendar year and the 
amount of monthly payments which are then calculated as monthly 
Adjustments based on the prior year's experience.  Any over-payment by 
Tenant shall be credited towards the monthly Adjustments next coming due. 
 The actual Adjustments for the prior year shall be used for purposes of 
calculating the anticipated monthly Adjustments for the then current year 
with actual determination of such Adjustments after each calendar year as 
above provided.  Landlord shall estimate the annual cost for repairs and 
replacements that will occur to common areas in the future (resurface 
parking lot, paint exterior of buildings, roof, sidewalk and parking lot 
replacement, etc.). Reserves will be established each year to cover the 
large repairs and maintenance to be done in the future and paid for in 
the current year adjustments.  Tenant shall immediately pay any increase 
due over the estimated Adjustments previously paid and, conversely, any 
overpayment shall be rebated by Landlord to Tenant.  Failure of Landlord 
to submit statements as called for herein shall not be deemed to be a 
waiver of Tenant's requirement to pay sums as herein provided.
			
USES PROHIBITED.  Tenant shall not do or permit anything to be done in or 
about the Premises nor bring or keep anything therein which is not within 
the permitted use of the premises which will in any way increase the 
existing rate of or affect any fire or other insurance upon the Building 
or any of its contents, or cause a cancellation of any insurance policy 
covering said Building or any part thereof or any of its contents.  
Tenant shall not do or permit anything to be done in or about the 
Premises which will in any way obstruct or interfere with the rights of 
other tenants or occupants of the Building or injure or annoy them or use 
or allow the Premises to be used for any improper, immoral, unlawful or 
objectionable purpose; nor shall Tenant cause, maintain or permit any 
nuisance in ' on or about the Premises.  Tenant shall not commit or allow 
to be committed any waste in or upon the Premises.

1.	COMPLIANCE WITH THE LAW.  Tenant shall not use the Premises, or 
permit anything to be done in or about the Premises, which will in any 
way conflict with any law, statute, ordinance or governmental rule or 
regulation now in force or which may hereafter be enacted or promulgated. 
 Tenant shall, at its sole cost and expense, promptly comply with all 
laws, statutes, ordinances and governmental rules, regulations or 
requirements now in force or which may hereafter be in force and with the 
requirements of any board of fire underwriters or other similar bodies 
now or hereafter constituted relating to or affecting the condition, use 
or occupancy of the Premises, excluding structural charges not related to 
or affected by Tenant's improvements or acts.  The judgement of any court 
of competent jurisdiction or the admission of Tenant in any action 
against Tenant, whether Landlord be a party thereto or not, that Tenant 
has violated any law, statute, ordinance or governmental rule, regulation 
or requirement, shall be conclusive of that fact as between the Landlord 
and Tenant.

2.	ALTERATIONS AND ADDITIONS.  Tenant shall not make or allow to be 
made any alterations, additions or improvements to or of the premises or 
any part thereof without first obtaining the written consent of Landlord 
and any alterations, additions or improvements to or of said Premises, 
including, but not limited to, wall covering, paneling and built-in 
cabinet work, but excepting movable furniture and trade fixtures, shall 
at once become a part of the realty and belong to the Landlord and shall 
be surrendered with the Premises.  In the event Landlord consents to the 
making of any alterations, additions or improvements to the Premises by 
Tenant, the same shall be made by Tenant at Tenant's sole cost and 
expense.  Upon the expiration or sooner termination of the term hereof, 
Tenant shall, upon written demand by Landlord, given at least thirty (30) 
days prior to the end of the term, at Tenant's sole cost and expense, 
forthwith and with all due diligence, remove any alterations, additions 
or improvements made by Tenant, designated by Landlord to be removed, and 
Tenant shall, forthwith and with all due diligence, at its sole cost and 
expense, repair any damage to the premises caused by such removal.

3.	REPAIRS.
	
ll.A. By entry hereunder, Tenant shall be deemed to have accepted 
the Premises as being in good, sanitary order, condition and repair.  
Tenant shall, at Tenant's sole cost and expense, keep the Premises and 
every part thereof in good condition and repair (except as hereinafter 
provided with respect to Landlord's obligations) including without 
limitation, the maintenance, replacement and repair of any storefront, 
doors, window casements, glazing, plumbing, pipes, electrical wiring and 
conduits, heating and air-conditioning system (when there is an air-
conditioning system).  Tenant shall obtain a service contract for repairs 
and maintenance of said system, said maintenance contract to conform to 
the requirements under the warranty, if any, on said system.  Tenant 
shall, upon the expiration or sooner termination of this Lease hereof, 
surrender the Premises to the Landlord in good condition, broom clean, 
ordinary wear and tear and damage from causes beyond the reasonable 
control of Tenant excepted.  Any damage to adjacent premises caused by 
Tenant's use of the Premises shall be repaired at the sole cost and 
expense of Tenant.

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

4.	LIENS.  Tenant shall keep the Premises and the property in which 
the Premises are situated free from any liens arising out of any work 
performed, materials furnished or obligations incurred by or on behalf of 
Tenant.  Landlord may require, at Landlord's sole option, that Tenant 
shall provide to Landlord, at Tenant's sole cost and expense, a lien and 
completion bond in an amount equal to one and one-half (1 & 1/2) times 
the estimated cost of any improvements, additions or alterations in the 
Premises which the Tenant desires to make, to insure Landlord against any 
liability for mechanics' and materialmen' liens and to insure completion 
of the work.

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

	In the event that Landlord shall consent to a sublease or 
assignment hereunder, Tenant shall pay Landlord reasonable fees, not to 
exceed One Hundred and no/100ths ($100.00) Dollars, incurred in 
connection with the processing of documents necessary to giving of such 
consent plus any legal fees incurred by Landlord.

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

	Landlord or its agents shall not be liable for any loss or damage 
to persons or property resulting from fire, explosion, falling plaster, 
steam, gas, electricity, water or rain which may leak from any part of 
the Building or from the pipes, appliances or plumbing works therein or 
from the roof, street or subsurface or from any other place resulting 
from dampness or any other cause whatsoever, unless caused by or due to 
the negligence of Landlord, its agents, servants or employees.  Landlord 
or its agents shall not be liable for interference with the light, air or 
for any latent defect in the Premises.
	
7.	SUBROGATION.  As long as their respective insurers so permit, 
Landlord and Tenant hereby mutually waive their respective rights of 
recovery against each other for any loss insured by fire, extended 
coverage and other property insurance policies existing for the benefit 
of the respective parties.  Each party shall apply to their insurers to 
obtain said waivers.  Each party shall obtain any special endorsements, 
if required by their insurer to evidence compliance with the 
aforementioned waiver.

8.	LIABILITY INSURANCE.  Tenant shall, at Tenant's expense, obtain and 
keep in force during the term of this Lease a policy of comprehensive 
public liability insurance insuring Landlord and Tenant against any 
liability arising out of the ownership, use, occupancy or maintenance of 
the Premises and all areas appurtenant thereto.  Such insurance shall be 
in the amount of not less than $300,000.00 for injury or death of one 
person in any one accident or occurrence and in the amount of not less 
than $500,000.00 for injury or death of more than one person in any one 
accident or occurrence.  Such insurance shall further insure Landlord and 
Tenant against liability for property damage of at lease $50,000.00. The 
limit of any such insurance shall not, however, limit the liability of 
the Tenant hereunder.  Tenant may provide this insurance under a blanket 
policy, provided that said insurance shall have a Landlord's protective 
liability endorsement attached thereto.  If Tenant shall fail to procure 
and maintain said insurance, Landlord may, but shall not be required to, 
procure and maintain same, but at the expense of Tenant.  Insurance 
required hereunder shall be in companies rated A B+ or better in "Best's 
Key Rating Guide."  Tenant shall deliver to Landlord, prior to right of 
entry, copies of policies of liability insurance required herein or 
certificates evidencing the existence and amounts of such insurance with 
loss payable clauses satisfactory to Landlord.  No policy shall be 
cancelable or subject to reduction of coverage.  All such policies shall 
be written as primary policies not contributing with and not in excess of 
coverage which Landlord may carry.

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

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

11.	RULES AND REGULATIONS.  Tenant shall faithfully observe and comply 
with the rules and regulations that Landlord shall from time to time 
promulgate and/or modify.  The rules and regulations shall be binding 
upon the Tenant upon delivery of a copy of them to Tenant.  Landlord 
shall not be responsible to Tenant for the nonperformance of any said 
rules and regulations by any other tenants or occupants.

12.	HOLDING OVER.  If Tenant remains in possession of the Premises or 
any part thereof after the expiration of the term hereof with the express 
written consent of Landlord, such occupancy shall be a tenancy from month 
to month at a rental in the amount of the last Monthly Minimum Rent, plus 
all other charges payable hereunder, and upon all the terms hereof 
applicable to a month to month tenancy.

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

14.	TENANT'S DEFAULT.  The occurrence of any one or more of the 
following events shall constitute a default and breach of this Lease by 
Tenant.
		
	22.A. The vacating or abandonment of the Premises by Tenant.
	
22.B. The failure by Tenant to make any payment of rent or any 
other payment required to be made by Tenant hereunder, as and when due, 
where such failure shall continue for a period of three (3) days after 
written notice thereof by Landlord to Tenant.
	
22.C. The failure by Tenant to observe or perform any of the 
covenants, conditions or provisions of this Lease to be observed or 
performed by the Tenant, other than described in Article 22.B. above, 
where such failure shall continue for a period of thirty (30) days after 
written notice thereof by Landlord to Tenant; provided, however, that if 
the nature of Tenant's default is such that more than thirty (30) days 
are reasonably required for its cure, then Tenant shall not be deemed to 
be in default if Tenant commences such cure within said thirty (30) day 
period and thereafter diligently prosecutes such cure to completion.
	
22.D.	The making by Tenant of any general assignment or general 
arrangement for the benefit of creditors; or the filing by or against 
Tenant of a petition to have Tenant adjudged a bankrupt, or a petition or 
arrangement under any law relating to bankruptcy (unless, in the case of 
a petition filed against Tenant, the same is dismissed within sixty (60) 
days; or the appointment of a trustee or a receiver to take possession of 
substantially all of Tenant's assets located at the Premises or of 
Tenant's interest in this Lease, where possession is not restored to 
Tenant within thirty (30) days; or the attachment, execution or other 
judicial seizure of substantially all of Tenant's assets located at the 
Premises or of Tenant's interest in this Lease, where such seizure is not 
discharged within thirty (30) days.

15.	REMEDIES IN DEFAULT.  In the event of any such default or breach by 
Tenant, Landlord may at any time thereafter, in his sole discretion, with 
or without notice or demand and without limiting Landlord in the exercise 
of a right or remedy which Landlord may have by reason of such default or 
breach:

23.A.	Terminate Tenant's right to possession of the Premises by any 
lawful means, in which case this Lease shall terminate and Tenant shall 
immediately surrender possession of the Premises to Landlord.  In such 
event Landlord shall be entitled to recover from Tenant all damages 
incurred by Landlord by reason of Tenant's default including, but not 
limited to, the cost of recovering possession of the Premises; expenses 
of reletting, including necessary renovation and alteration of the 
Premises; reasonable attorney's fees; the worth at the time of award by 
the court having jurisdiction thereof of the amount by which the unpaid 
rent and other charges and Adjustments called for herein for the balance 
of the term after the time of such award exceeds the amount of such loss 
for the same period that Tenant proves could be reasonably ,avoided; and 
that portion of any leasing commission paid by Landlord and applicable to 
the unexpired term of this Lease.  Unpaid installments of rent or other 
sums shall bear interest from the date due at the maximum legal rate; or

	23.B. Maintain Tenant's right to possession, in which case this 
Lease shall continue in effect whether or not Tenant shall have abandoned 
the Premises.  In such event Landlord shall be entitled to enforce all of 
Landlord's rights and remedies under this Lease, including the right to 
recover the rent and any other charges and Adjustments as may become due 
hereunder; or

	23.C. Pursue any other remedy now or hereafter available to 
Landlord under the laws or judicial decisions of the State in which the 
Premises are located.

24.	DEFAULT BY IANDLORD.  Landlord shall not be in default unless 
Landlord fails to perform obligations required of Landlord within a 
reasonable time, but in no event later than thirty (30) days after 
written notice by Tenant to Landlord and to the holder of any first 
mortgage or deed of trust covering the Premises whose name and address 
shall have theretofore been furnished to Tenant in writing, specifying 
wherein Landlord has failed to perform such obligation; provided, 
however, that if the nature of Landlord's obligation is such that more 
than thirty (30) days are required for performance then Landlord shall 
not be in default if Landlord commences performance within such thirty 
(30) day period and thereafter diligently prosecutes the same to 
completion.  In no event shall Tenant have the right to terminate this 
Lease as a result of Landlord's default and Tenant's remedies shall be 
limited to damages and/or an injunction.

25.	RECONSTRUCTION.  In the event the Premises are damaged by fire or 
other perils covered by extended coverage insurance, Landlord agrees to 
forthwith repair same, and this Lease shall remain in full force and 
effect, except that Tenant shall be entitled to a proportionate reduction 
of the Minimum Rent from the date of damage and while such repairs are 
being made, such proportionate reduction to be based upon the extent to 
which the damage and making of such repairs shall reasonably interfere 
with the business carried on by the Tenant in the Premises.  If the 
damage is due to the fault or neglect of Tenant or its employees, there 
shall be no abatement of rent.

	In the event the Premises are damaged as a result. of any cause 
other than the perils covered by fire and extended coverage insurance, 
then Landlord shall forthwith repair the same, provided the extent of the 
destruction be less than ten (10%) percent of the then full replacement 
cost then Landlord shall have the option; (1) to repair or restore such 
damage, this Lease continuing in full force and effect, but the Minimum 
Rent to be proportionately reduced as hereinabove in this Article 
provided; or (2) give notice to Tenant at any time within sixty (60) days 
after such damage, terminating this Lease as of the date specified in 
such notice, which date shall be no more than thirty (30) days after the 
giving of such notice.  In the event of giving such notice, this Lease 
shall expire and all interest of the Tenant in the Premises shall 
terminate on the date so specified in such notice and the Minimum Rent, 
reduced by a proportionate reduction, based upon the extent, if any, to 
which such damage interfered with the business carried on by the Tenant 
in the Premises, shall be paid up to date of said such termination.

	Notwithstanding anything to the contrary contained in this Article, 
Landlord shall not have any obligation whatsoever to repair, reconstruct 
or restore the Premises when the damage resulting from any casualty 
covered under this Article occurs during the last twenty-four months of 
the term of this Lease or any extension thereof.

	Landlord shall not be required to repair any injury or damage by 
fire or other cause, or to make any repairs or replacements of any 
leasehold improvements, fixtures or other personal property of Tenant.

1.	EMINENT DOMAIN.  If more than twenty-five (25%) percent of the 
Premises shall be taken or appropriated by any public or quasi-public 
authority under the power of eminent domain, either party hereto shall 
have the right, at its option, within sixty (60) days after said taking, 
to terminate this Lease upon thirty (30) days written notice.  If either 
less than or more than 25% of the Premises are taken (and neither party 
elects to terminate as herein provided), the Minimum Rent thereafter to 
be paid shall be equitably reduced.  If any part of the Shopping Center 
other than the Premises may be so taken or appropriated, Landlord shall 
within sixty (60) days of said taking have the right at its option to 
terminate this Lease upon written notice to Tenant.  In the event of any 
taking or appropriation whatsoever, Landlord shall be entitled to any and 
all awards and/or settlements which may be given and Tenant shall have no 
claim against Landlord for the value of any unexpired term of this Lease.

2.	PARKING AND COMMON AREAS.  Landlord covenants that upon completion 
of the Shopping Center an area approximately equal to the common and 
parking areas as shown on the attached Exhibit "All shall be at all times 
available for the non-exclusive use of Tenant during the full term of 
this Lease or any extension of the term hereof, provided that the 
condemnation or other taking by any public authority, or sale in lieu of 
condemnation, of any or all of such common and parking areas shall not 
constitute a violation of this covenant.  Landlord reserves the right to 
change the entrances, exits, traffic lanes and the boundaries and 
locations of such parking area or areas.
	
27.A. Prior to the date of Tenant's opening for business in the 
Premises, Landlord shall cause said common and parking area or areas to 
be graded, surfaced, marked and landscaped at no expense to Tenant.
	
27.B. The Landlord shall keep said automobile parking and common 
areas in a neat, clean and orderly condition and shall repair any damage 
to the facilities thereof, but all expenses in connection with said 
automobile parking and common areas shall be charged and prorated in the 
manner as set forth in Article 7 hereof.
	
27.C. Tenant, for the use and benefit of Tenant, its agents, 
employees, customers, licensees and sub-tenants, shall have the 
nonexclusive right in common with Landlord, and other present and future 
owners, tenants and their agents, employees, customers, licensees and 
sub-tenants, to use said common and parking areas during the entire term 
of this Lease, or any extension thereof, for ingress and egress, and 
automobile parking.
	
27.D. The Tenant, in the use of said common and parking areas, 
agrees to comply with such reasonable rules, regulations and charges for 
parking as the Landlord may adopt from time to time for the orderly and 
proper operation of said common and parking areas.  Such rules may 
include but shall not be limited to the following: (1) The restricting of 
employee parking to a limited, designated area or areas; and (2) the 
regulation of the removal, storage and disposal of Tenant's refuse and 
other rubbish at the sole cost and expense of Tenant.

3.	SIGNS.  The Tenant may affix and maintain upon the glass panes and 
supports of the show windows and within twelve (12) inches of any window 
and upon the exterior walls of the Premises only such signs, advertising 
placards, names, insignia, trademarks and descriptive material as shall 
have first received the written approval of the Landlord as to type, 
size, color, location, copy nature and display qualities.  Anything to 
the contrary in this Lease notwithstanding, Tenant shall not affix any 
sign to the roof.  Tenant shall, however, erect one sign on the front of 
the Premises not later than the date Tenant opens for business, in 
accordance with a design to be prepared by Tenant and approved in writing 
by Landlord.

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

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

6.	HOURS OF BUSINESS.  Subject to the provisions of Article 25 hereof, 
Tenant shall continuously during the entire term hereof conduct and carry 
on Tenant's business in the Premises and shall keep the Premises open for 
business and cause Tenant's business to be conducted therein during the 
usual business hours of each and every business day as is customary for 
businesses of like character in the city in which the Premises are 
located to be open for business; provided, however, that this provision 
shall not apply if the Premises should be closed and the business of 
Tenant temporarily discontinued therein on account of strikes, lockouts 
or similar causes beyond the reasonable control of Tenant.  Tenant shall 
keep the Premises adequately stocked with merchandise, and with 
sufficient sales personnel to care for the patronage, and to conduct said 
business in accordance with sound business practice.
	
In the event of breach by the Tenant of any of the conditions 
contained in this Article, the Landlord shall have, in addition to any 
and all remedies herein provided, the right at its option to collect not 
only the Minimum Rent herein provided, but additional rent at the rate of 
one-thirtieth (1/30) of the Minimum Rent herein provided for each and 
every day that the Tenant shall fail to conduct its business as herein 
provided; said additional rent shall be deemed to be in lieu of any 
percentage rent that might have been earned during such period of the 
Tenant's failure to conduct its business as herein provided.

7.	MERCHANT'S ASSOCIATION.  If a majority of tenants in the Shopping 
Center shall determine that it is in the best interests of the Shopping 
Center, Tenant will become a member of, and participate fully in, and 
remain in good standing in the Merchants' Association (as soon as the 
same has been formed), organized for tenants occupying premises in the 
Shopping Center, and Tenant will abide by the regulations of such 
Association.  Each member tenant shall have one (1) vote, and the 
Landlord shall also have one (1) vote in the operation of said 
Association.  The objects of such Association shall be to encourage its 
members to deal fairly and courteously with their customers to encourage 
ethical business practices, and to assist the business of the tenants by 
sales promotion and centerwide advertising.  The tenant agrees to pay 
minimum dues to the Merchant's Association, provided however, that in no 
event shall the dues paid by Tenant in any fiscal year of said 
Association be in excess of twenty (.20) cents per square foot of 
Premises leased to Tenant.  Default in payment of dues shall be treated 
in similar manner to default in rent with like rights of Landlord at its 
option to the collection thereof on behalf of the Merchants' Association.

8.	GENERAL PROVISIONS.
	(i)	Plats and Riders.  Clauses, plats, riders and addendums, if 
any, affixed to this Lease are a part hereof.
	(ii)	Waiver.  The waiver by Landlord of any term, covenant, or 
condition herein contained shall not be deemed to be a waiver of such 
term, covenant or condition or any subsequent breach of the same or any 
other term, covenant or condition herein contained.  The subsequent 
acceptance of rent hereunder by Landlord shall not be deemed to be a 
waiver of any preceding default by Tenant of any term, covenant or 
condition of this Lease, other than the failure of the Tenant to pay the 
particular rental so accepted, regardless of Landlord's knowledge of such 
preceding default at the time of the acceptance of such rent.
	(iii)	Joint Obligation.  If there be more than one Tenant the 
obligations hereunder imposed shall be joint and several.
	(iv)	Marginal Headings.  The marginal headings and article titles 
to the articles of this Lease are not a part of the Lease and shall have 
no effect upon the construction or interpretation of any part hereof.
	(v)	Time.  Time is of the essence of this Lease and each and all 
of its provisions in which performance is a factor.
	(vi)	Successors and Assigns.  The covenants and conditions herein 
contained, subject to the provisions as to assignment, apply to and bind 
the heirs, successors, executors, administrators and assigns of the 
parties hereto.
	(vii)	Recordation.  Neither Landlord nor Tenant shall record this 
Lease, but a short form memorandum hereof may be recorded at the request 
of the Landlord.
	(viii)	Quiet Possession.  Upon Tenant paying the rent reserved 
hereunder and observing and performing all of the covenants, conditions 
and provisions on Tenant's part to be observed and performed hereunder, 
Tenant shall have quiet possession of the Premises for the entire term 
hereof, subject to all the provisions of this Lease.

(ix)	Late Charges.  Tenant hereby acknowledges that late payment 
by Tenant to Landlord of rent or other sums due hereunder will cause 
Landlord to incur costs not contemplated by this Lease, the exact amount 
of which will be extremely difficult to ascertain.  Such costs include, 
but are not limited to, processing and accounting charges and late 
charges which may be imposed upon Landlord by terms of any mortgage or 
trust deed covering the Premises.  Accordingly, if any installment of 
rent or any sum due from Tenant shall not be received by Landlord or 
Landlord's designee within five (5) days after said amount is past due, 
then Tenant shall pay to Landlord a late charge equal to the maximum 
amount permitted by law (and in the absence of any governing law, ten 
percent of such overdue amount), plus any attorney's fees incurred by 
Landlord by reason of Tenant's failure to pay rent and/or other charges 
when due hereunder.  The parties hereby agree that such late charges 
represent a fair and reasonable estimate of the cost that Landlord will 
incur by reason of the late payment by Tenant.  Acceptance of such late 
charges by the Landlord shall in no event constitute a waiver of 
Tenant's default with respect to such overdue amount, nor prevent 
Landlord from exercising any of the other rights and remedies granted 
hereunder.

(x)	Prior Agreements.  This Lease contains all of the agreements of the 
parties hereto with respect to any matter covered or mentioned in this 
Lease, and no prior agreements or understanding pertaining to any such 
matters shall be effective for any purpose.  No provision of this Lease 
may be amended or added to except by an agreement in writing signed by 
the parties hereto or their respective successors in interest.  This 
Lease shall not be effective or binding on any party until fully executed 
by both parties hereto.
(ii)Inability to Perform.  This Lease and the obligations of the Tenant 
hereunder shall not be affected or impaired because the Landlord is 
unable to fulfill any of its obligations hereunder or is delayed in doing 
so, if such inability or delay is caused by reason of strike, labor 
troubles, acts of God, or any other cause beyond the reasonable control 
of the Landlord.
(iii)Partial Invalidity.  Any provision of this Lease which shall prove 
to be invalid, void, or illegal shall in no way affect, impair or 
invalidate any other provision hereof and such other provision shall 
remain in full force and effect.

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

	(xiv)	Choice of Law.  This Lease shall be governed by the laws of 
the State in which the Premises are located.

	(xv)	Attorneys' Fees.  In the event of any action or proceeding 
brought by either party against the other under this Lease the prevailing 
party shall be entitled to recover for the fees of its attorneys in such 
action or proceeding, including costs of appeal, if any, in such amount 
as the court may adjudge reasonable as attorneys' fees.  In addition, 
should it be necessary for Landlord to employ legal counsel to enforce 
any of the provisions herein contained, Tenant agrees to pay all 
attorneys' fees and court costs reasonably incurred.

	(xvi)	Sale of Premises by Landlord. In the event of any sale of the 
Premises by Landlord, Landlord shall be and is hereby entirely freed and 
relieved of all liability under any and all of its covenants and 
obligations contained in or derived from this Lease arising out of any 
act, occurrence or omission occurring after the consummation of such 
sale; and the purchaser, at such sale or any subsequent sale of the 
Premises shall be deemed, without any further agreement between the 
parties or their successors in interest or between the parties and any 
such purchaser, to have assumed and agreed to carry out any and all of 
the covenants and obligations of the Landlord under this Lease.

	(xvii)	Subordination, Attornment.  Upon request of the Landlord, 
Tenant will in writing subordinate its rights hereunder to the lien of 
any mortgage or deed of trust, to any bank, insurance company or other 
lending institution, now or hereafter in force against the Premises, and 
to all advances made or hereafter to be made upon the security thereof.

	In the event any proceedings are brought for foreclosure, or in the 
event of the exercise of the power of sale under any mortgage or deed of 
trust made by the Landlord covering the Premises, the Tenant shall attorn 
to the purchaser upon any such foreclosure or sale and recognize such 
purchaser as the Landlord under this Lease.  The provisions of this 
Article to the contrary notwithstanding, and so long as Tenant is not in 
default hereunder, this Lease shall remain in full force and effect for 
the full term hereof.

	(xviii)	Notices.  All notices and demands which may or are to 
be required or permitted to be given by either party on the other 
hereunder shall be in writing.  All notices and demands by the Landlord 
to the Tenant shall be sent by United States Mail, postage prepaid, 
addressed to the Tenant at the Premises, and to the address hereinbelow, 
or to such other place as Tenant may from time to time designate in a 
notice to the Landlord.  All notices and demands by the Tenant to the 
Landlord shall be sent by United States Mail, postage prepaid, addressed 
to the Landlord at the address set forth herein, and to such other person 
or place as the Landlord may from time to time designate in a notice to 
the Tenant.
To Landlord at:   23046 Avenida De La Carlota, Suite 520, Laguna Hills, 
CA 92653
To Tenant at:   1201 Katella Avenue, Orange CA 92667

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

	(xx)	Authority of Tenant.  If Tenant is a corporation, each 
individual executing this Lease on behalf of said corporation represents 
and warrants that he is duly authorized to execute and deliver this Lease 
on behalf of said corporation, in accordance with the by-laws of said 
corporation and that this Lease is binding upon said corporation.

34.	Brokers.  Tenant warrants that it has had no dealings with any 
real estate broker or agents in connection with the negotiation of this 
Lease excepting Coldwell Banker Commercial and WM. S. Frantz and Assoc, 
and it knows of no other real estate broker or agent who is entitled to a 
commission in connection with this Lease.
Consult Your Attorney:

If this Lease has been filled in it has been prepared for submission to 
your attorney for his approval.  No representation or recommendation is 
made as to the legal sufficiency, legal effect, or tax consequences of 
this Lease.


ORANGE NEWPORT ASSOCIATES			ORANGE NATIONAL BANK


Richard L. Cramer, General Partner				Wayne F. Miller, 
President
						               Robert W. Creighton, 
Exec. Vice President
(Landlord)						(Tenant)

ADDENDUM TO LEASE DATED SEPTEMBER 29, 1989 BY AND BETWEEN
ORANGE NEWPORT ASSOCIATES, A GENERAL PARTNERSNIP, AS LANDLORD
------------------------------------------------------------------------
--------------

The (ease to which this Addendum is modified in the following particulars 
only and accept as here and otherwise expressly set forth, the terms and 
conditions of the Lease attached hereto shall govern the relationship of 
the parties.  To the extent that the provisions hereinafter set forth 
either add to, modify or contradict any of the terms, provisions, or 
conditions of a Lease attached hereto, the provisions hereinafter set 
forth shall prevail.

13.	ASSIGNMENT AND SUBLETTING (Continued):

If Tenant desires at any time to assign this Lease or to sublet the 
Leased Premises or any portion thereof, Tenant shall submit to LandLord 
at least sixty (60) days prior to the proposed effective date of the 
assignment or sublease ("Proposed Effective Date"), in writing: (1) a 
notice of intention to assign or sublease, setting forth the Proposed 
Effective Date, which shall be no Less than sixty (60) or more than 
ninety (90) days after the sending of such notice; (2) the name of the 
proposed subtenant or assignee; (3) the terms and provisions of the 
proposed sublease or assignment; and (4) such financial information as 
Landlord may request concerning the proposed subtenant or assignee.  No 
consent by Landlord to any assignment or subletting by Tenant shall 
relieve Tenant of any obligation to be performed by Tenant under this 
Lease, whether occurring before or after such consent, assignment or -
subletting.  Any permitted assignment or sublease of the Leased Premises 
shall be subject to and Limited by the restriction on permissible uses of 
the Leased Premises as set forth in this Lease.

35.	OPTION TO RENEW:

In the event that Tenant is not in breach or default of any of the 
terms and conditions of this Lease, Tenant shall have the option, for its 
sole and exclusive use, to extend the original term of this tease for two 
(2) five (5) year period(s) (hereinafter "Extended Term") upon the same 
terms and conditions as herein contained, except that the guaranteed 
minimum monthly rental payable under Paragraph IV during the first year 
of the Extended Term shall be the then prevailing "Fair Market" rent for 
similar premises determined as provided hereinbelow.  Should Tenant elect 
to exercise said option it shall give written notice thereof to Landlord 
not Less than six (6) months prior to the expiration of the original term 
or Extended Term hereof.

Thereafter, the parties hereto shall negotiate in good faith to 
determine the guaranteed minimum monthly rental for the first year of the 
Extended Term based upon said prevailing rentals, and when so fixed such 
rental shall be payable in advance on the first day of each and every 
calendar month of the Extended Term.

Should the parties fail to agree upon the monthly rental for the 
first year of the Extended Term at Least four months prior to the 
commencement of the Extended Term, Tenant shall, at Least one hundred 
twenty (120) days prior to commencement of the Extended Term, appoint one 
arbitrator and notify Landlord in writing of said appointment and of the 
name and address of said arbitrator so appointed by it, and Landlord 
shall also within said time period appoint one arbitrator and notify 
Tenant in writing of said appointment and of the name and address of said 
arbitrator so appointed by Landlord.  If the two (2) said arbitrators are 
unable to agree upon the guaranteed minimum monthly rental for the 
demised premises for the first year of the Extended Term within ten (10) 
days next following said last mentioned period, then they shall appoint a 
third arbitrator within ten (10) days and the decision of any two (2) of 
said three (3) arbitrators shall be final and binding upon the parties 
hereto.

Should the Tenant fail to appoint its arbitrator or should the 
original two arbitrators be unable to agree upon such guaranteed minimum 
monthly rental and also fail to agree on the appointment of a third 
arbitrator within the time provided, or should they appoint such third 
arbitrator and any two of the said three arbitrators for any reason be 
unable, during the sixty (60) days next following the appointment of said 
third arbitrator, to fix such guaranteed minimum monthly rental, then and 
in any of said cases, the option to extend shall terminate.  The parties 
shall each bear the cost of the arbitrators selected by them and one-half 
of the cost of the third arbitrator.

In no event shall the guaranteed minimum monthly rental for the 
first year of the Extended Term be Less than the monthly rental paid 
under Paragraph 4A and 48 during the preceding Lease year.

ADDENDUM TO LEASE



4.	MINIMUM RENT: (4A.)

Tenant shall have sixty (60) days from the execution of this lease 
document to acquire any and al necessary approvals from the City of 
Orange to build and operate a Financial Institution in said shopping 
center.  Tenant's Minimum Month Rent shall commence sixty (60) days 
following city approval, sixty (60) days after said sixty (60) day 
approval period, or when Tenant opens for business, whichever first 
occurs.  Should Tenant fail to have City (60) day approval period and the 
sixty (60) Tenant shall pay a minimum monthly rent approval after said 
sixty build out period, then $3,184.50 for an additional sixty (60) days. 
 Should Tenant fail to have City approval after the third (3rd) sixty 
(60) day period, then this lease all become null and void, and Landlord 
and Tenant shall have no further obligation as to the terms of this 
contract.  In any event, should the City of Orange approval come within 
the 3rd sixty-day period, the Tenant shall have sixty days of reduced 
rental from the date of City approval.

36.	RIGHT TO OPERATE:

During the time the bank is operating a banking institution in the 
shopping center as shown on the attached Exhibits "C", the Landlord shall 
not allow or consent to any other national or state chartered bank 
opening for business in said shopping center.  Landlord shall be 
permitted to place other financial institutions that do not take deposits 
in the shopping center, such as credit unions, financial companies, and 
loan production offices.

37.	RIGHT OF FIRST REFUSAL:

Tenant shall have the Right of First Refusal to lease the cleaners 
space adjacent and contiguous to Tenant's leased Premises.

38.	DESIGNATED PARKING:

Landlord shall designate the parking surrounding Tenant's leased 
Premises as twenty (20) minute parking as shown on the attached Exhibit 
"D".

39.	CONDITION OF LEASED PREMISES:

Tenant agrees that Tenant is leasing space in its "as is" 
condition.  Landlord shall have the right to reasonably approve Tenant's 
Tenant Improvement work.

EXHIBIT 10.8


1.	Basic Provisions ("Basic Provisions").  July 25, 1997 is made by

1.1	Parties: This Lease ("Lease'), dated for reference purposes only, 
and between First American Trust Company, Trustee of the Pauline Ravera 
Trust and Orange National Bank, a National Banking Association 
(collectively the 'Parties," or individually a 'Party").

1.2	(a) Premises: That certain portion of the Building, including all 
improvements therein or to be provided by Lessor under the terms of this 
Lease, commonly known by the street address of  800 Glenneyre County of  
Orange, State of California, located in the City of Laguna Beach with zip 
code, as outlined on Exhibit A attached hereto ("Premium").  The 
'Building' is that certain building containing the Premises and generally 
described as (describe briefly the nature of the Building): 800-850 
Glenneyre including 2nd floor office and common area bathroom and hallway 
Approximately 5,893 rentable sq.ft.

In addition to Lessee's rights to use and occupy the Promises as 
hereinafter specified, Lessee shall have non-exclusive rights to the 
Common Areas (as defined in Paragraph 2.7 below) as hereinafter 
specified, but shall not have any rights to the roof, exterior walls or 
utility raceways of the Building or to any other buildings in the 
Industrial Center.  The Premi5es, the Building, the Common Areas, the 
land upon which they are located, along with all other buildings and 
improvements thereon, are herein collectively referred to as the 
"Industrial Center." (Also see Paragraph 2.)

1.2	(b) Parking: 11 unreserved vehicle parking spaces ("Unreserved 
Parking Spaces"); and reserved vehicle parking spaces ("Reserved Parking 
Spaces"). (Also see Paragraph 2.6.) See Exhibit C

1.3	Term: 10 years and 0 months ("Original Term") commencing August 25, 
1997 ("Commencement Date") and ending August 24, 2007 ("Expiration 
Date"). (Also see Paragraph 3.) See Addendum

1.4	Early Possession: N/A ("Early Possession Date"). (Also see 
Paragraphs 3.2 and 3.3.) See addendum paragraph 50

1.5	Base Rent: $ 9,933 per month ("Base Rent"), payable on the 25 day 
of each month commencing August 25, 1997 (Also see Paragraph 4.)   See 
Addendum Paragraph 51.04.  If this box is checked, this Lease provides 
for the Base Rent to be adjusted per Addendum, attached hereto.

1.6	(a) Bass Rent Paid Upon Execution: $9,933 as Base Rent for the 
period August 25 - September 24, 1997

1.6	(b) Lessee's Share of Common Area Operating Expenses: seventy-two 
percent ( 72 %) ("Lessee's Share") as determined by prorata square 
footage of the Premises as compared to the total square footage of the 
Building or other criteria as described in Addendum

1.7	Security Deposit: $N/A("Security Deposit"). (Also see Paragraph 
5.)

1.8	Permitted Use:	Financial institution, general office and any 
other lawful retail use subject to Paragraph 6.2 ('Permitted Use) (Also 
see Paragraph 6.)

1.9	Insuring Party. Lessor is the "Insuring Party." (Also see 
Paragraph 8.)

1.10	(a) Real Estate Brokers.  The following real estate broker(s) 
(collectively, the "Brokers") and brokerage relationships exist in this 
transaction and are consented to by the Parties (check applicable boxes):
[XI  Matlow-Kennedy Commercial R.E. Serv represents Lessor exclusively 
("Lessor's Broker");
XI   Gary Mierau represents Lessee exclusively ('Lessee's Broker"); or 
represents both Lessor and Lessee ("Dual Agency"). (Also see Paragraph 
15.)

1.10	(b) Payment to Brokers.  Upon the execution of this Lease by both 
Parties, Lessor shall pay to said Broker(s) jointly, or in such separate 
shares as they may mutually designate in writing, a fee as set forth in a 
separate written agreement between Lessor and said Broker(s) (or in the 
event there is no separate written agreement between Lessor and said 
Broker(s), the sum of $65,081 ) for brokerage services rendered by said 
Broker(s) in connection with this transaction.
	
1.11	Guarantor.  The obligations of the Lessee under this Lease are to 
be guaranteed by ("Guarantor"). (Also see Paragraph 37.)

1.12	Addenda and Exhibits.  Attached hereto is an Addendum or Addenda 
consisting of Paragraphs 49 through 59 and Exhibits A through , all of 
which constitute a part of this Lease.

2.	Promises, Parking and Common Areas.

2.1	Letting.  Lessor hereby leases to Lessee, and Lessee hereby leases 
from Lessor, the Premises, for the term, at the rental, and upon all of 
the terms, covenants and conditions set forth in this Lease.  Unless 
otherwise provided herein, any statement of square footage set forth in 
this Lease, or that may have been used in calculating rental and/or 
Common Area Operating Expenses, is an approximation which Lessor and 
Lessee agree is reasonable and the rental and Lessee's Share (as defined 
in Paragraph 1.6(b)) based thereon is not subject to revision whether or 
not the actual square footage is more or less.

2.2	Condition.  Lessor shall deliver the Premises to Lessee clean and 
free of debris on the Commencement Date and warrants to Lessee that the 
existing plumbing, electrical systems, fire sprinkler system, lighting, 
air conditioning and heating systems and loading doors, if any, in the 
Premises, other than those constructed by Lessee, shall be in good 
operating condition on the Commencement Date.  If a non-compliance with 
said warranty exists as of the Commencement Date, Lessor shall, except as 
otherwise provided in this Lease, promptly after receipt of written 
notice from Lessee setting forth with specificity the nature and extent 
of such non-compliance, rectify same at Lessor's expense.  If Lessee does 
not give Lessor written notice of a non-compliance with this warranty 
within thirty (30) days after the Commencement Date, correction of that 
non-compliance shall be the obligation  of the Lessee at the Lessee's 
sole cost and expense. 

2.4	Acceptance of Promises.  Lessee hereby acknowledges: (a) that it 
has been advised by the Broker(s) to satisfy itself with respect to the 
condition of the Premises (including but not limited to the electrical 
and fire sprinkler systems, security, environmental aspects, seismic and 
earthquake requirements, and compliance with the Americans with 
Disabilities Act and applicable zoning, municipal, county, state and 
federal laws, ordinances and regulations and any covenants or 
restrictions of record (collectively, 'Applicable Laws') and the present 
and future suitability of the Premises for Lessee's intended, (b) that 
Lessee has made such investigation as it deems necessary with reference 
to such matters, is satisfied with reference thereto, and assumes all 
responsibility therefore as the same relate to Lessee's occupancy of the 
Premises and/or the terms of this Lease; and (c) that neither Lessor, nor 
any of Lessor's agents, has made any oral or written representations or 
warranties with respect to said matters other than as set forth in this 
Lease.

2.5	As Prior Owner/Occupant.  The warranties made by Lessor in this 
Paragraph 2 shall be of no force or effect if immediately prior to the 
date set forth in Paragraph 1.1 Lessee was the owner or occupant of the 
Premises.  In such event, Lessee shall, at Lessee's sole cost and 
expense, correct any noncompliance of the Premises with said warranties.

2.6	Vehicle Parking.  Lessee shall be entitled to use the number of 
Unreserved Parking Spaces and Reserved Parking Spaces specified in 
Paragraph 1.2(b) on those portions of the Common Areas designated from 
time to time by Lessor for parking.  Lessee shall not use more parking 
spaces than said number.  Said parking spaces shall be used for parking 
by vehicles no larger than full-size passenger automobiles or pick-up 
trucks, herein called 'Permitted Size .' Vehicles other than Permitted 
Size Vehicles shall be parked and loaded or unloaded as directed by 
Lessor in the Rules and Regulations (as defined in Paragraph 40) issued 
by Lessor. (Also see Paragraph 2.9.)
	
	(a)	Lessee shall not permit or allow any vehicles that belong to 
or are controlled by Lessee or Lessee's employees, suppliers, shippers, 
customers, contractors or invitees to be, unloaded, or parked in areas 
other than those designated by Lessor for such activities.
	
	(b)	It Lessee permits or allows any of the prohibited activities 
described in this Paragraph 2.6, then Lessor shall have the right, 
without notice, in addition to such other rights and remedies that it may 
have, to remove or tow away the vehicle involved and charge the cost to 
Lessee, which cost shall be immediately payable upon demand by Lessor
	
(c)	Lessor shall at the Commencement Date of this Lease, provide 
the parking facilities required by Applicable Law.
	
2.7	Common Areas - Definition.  The term "Common Areas" is defined as 
all areas and facilities outside the Premises and within the exterior 
bound any line of the Center and interior utility raceways within the 
Premises that are provided and designated by the Lessor from time to 
time for the general non-exclusive use of Lessor, Lessee and other 
lessees of the Center and their respective employees, suppliers, 
shippers, customers, contractors and invitees, including parking areas, 
loading and unloading areas, trash areas, roadways, sidewalks, walkways, 
parkways, driveways and landscaped areas.
	
2.8	Common Areas - Lessee's Rights.  Lessor hereby grants to Lessee, 
for the benefit of Lessee and its employees, suppliers, shippers, 
contractors, customers and invitees, during the term of this Lease, the 
non-exclusive right to use, in common with others entitled to such use, 
the Common Areas as they exist from time to time, subject to any rights, 
powers, and privileges reserved by Lessor under the terms hereof or under 
the terms of any rules and regulations or  restrictions governing the use 
of the Center.  Under no circumstances shall the right herein granted to 
use the Common Areas be deemed to include the right to store any 
property, temporarily or permanently, in the Common Areas.  Any such 
storage shall be permitted only by the prior written consent of Lessor or 
Lessor's designated agent, which consent may be revoked at any time.  In 
the event that any unauthorized storage shall occur then Lessor shall 
have the right, without notice, in addition to such other rights and 
remedies that it may have, to remove the property and charge the cost to 
Lessee, which cost shall be immediately payable upon demand by Lessor.
	
2.9	Common Areas - Rules and Regulations.  Lessor or such other 
person(s) as Lessor may appoint shall have the exclusive control and 
management of the Common Areas and shall have the right, from time to 
time, to establish, modify, amend and enforce reasonable Rules and 
Regulations with respect thereto in accordance with Paragraph 401 Lessee 
agrees to abide by and conform to all such Rules and Regulations, and to 
cause its employees, suppliers, shippers, customers, contractors and 
invitees to so abide and conform.  Lessor shall not be responsible to 
Lessee for the non-compliance with said rules and regulations by other 
lessees of the Center See Addendum Paragraph 52

2.10	Common Areas - Changes.  Lessor shall have the right, in Lessors 
sole discretion, from time to time:
	
	See Add Paragraph 53
	
	(a)	To make changes to the Common Areas, including, without 
limitation, changes in the location, size, shape and number of dry 
entrances, parking spaces, parking areas, loading and unloading areas, 
ingress, egress, direction of traffic, landscaped areas, walkways and 
utility raceways
	
	(b)	To close temporarily any of the Common Areas for maintenance 
purposes so long as reasonable access to the Premises remains available,
	
	(c)	
	
	(d)	To add improvements to the Common Areas,
	
	(e)	To use the Common Areas while engaged in making additional 
improvements, repairs or alterations to the Center, or any portion 
thereof, and

	(f)	To do and perform such other acts and make such other 
changes in, to or with respect to the Common Areas and Center as Lessor 
may, in the exercise of sound business judgment, deem to be appropriate.
	
3.	Term.
	
3.1	Term.  The Commencement Date, Expiration Date and Original Term of 
this Lease are as specified in Paragraph 1.3.
	
3.2	Early Possession.  If an Early Possession Date is specified in 
Paragraph 1.4 and if Lessee totally or partially occupies the Premises 
after the Early Possession Date but prior to the Commencement Date, the 
obligation to pay Base Rent shall be abated for the period of such early 
occupancy.  All other terms of this Lease, however, (including but not 
limited to the obligations to pay Lessee's Share of Common Area Operating 
Expenses and to carry the insurance required by Paragraph 8) shall be in 
effect during such period.  Any such early possession shall not affect 
nor advance the Expiration Date of the Original Term.
	
3.3	Delay In Possession.  If for any reason Lessor cannot deliver 
possession of the Premises to Lessee by the Early Possession Date, it one 
is specified in Paragraph 1.4, or it no Early Possession Date is 
specified, by the Commencement Date, Lessor shall not be subject to any 
liability therefor, nor shall such failure affect the validity of this 
Lease, or the obligations of Lessee hereunder, or extend the term hereof, 
but in such case, Lessee shall not, except as otherwise provided herein, 
be obligated to pay rent or perform any other obligation of Lessee under 
the terms of this Lease until Lessor delivers possession of the Premises 
to Lessee.  If possession of the Premises is not delivered to Lessee 
within sixty (60) days after the Commencement Date, Lessee may, at its 
option, by notice in writing to Lessor within ten (10) days after the end 
of said sixty (60) day period, cancel this Lease, in which event the 
parties shall be discharged from all obligations hereunder; provided 
further, however, that if such written notice of Lessee is not received 
by Lessor within said ten (10) day period, Lessee's right to cancel this 
Lease hereunder shall terminate and be of no further force or effect.  
Except as may be otherwise provided, and regardless of when the Original 
Term actually commences, it possession is not tendered to Lessee when 
required by this Lease and Lessee does not terminate this Lease, as 
aforesaid, the period free of the obligation to pay Base Rent, it any, 
that Lessee would otherwise have enjoyed shall run from the date of 
delivery of possession and continue for a period equal to the period 
during which the Lessee would have otherwise enjoyed under the terms 
hereof, but minus any days of delay caused by the acts, changes or 
omissions of lessee.
	
4.	Rent.
	
4.1	Base Rent. Lessee shall pay Base Rent and other rent or charges, 
as the same may be adjusted from time to time, to Lessor in lawful money 
of the United States without offset or deduction or before the day on 
which it is due under the terms of this Lease. Base Rent and all other 
rent and charges for any period during the term hereof which is for less 
than one full month shall be prorated based upon the actual number of 
days of the month involved.  Payment of Bass Rent and other charges 
shall be made to Lessor at its address stated herein or to such other 
persons or at such other addresses as Lessor may from time to time 
designate in writing to Lessee.  See Addendum Paragraph 54
		
4.2	Common Area Operating Expenses.  Lessee shall pay to Lessor during 
the term hereof, in addition to the Base Rent, Lessee's Share (as 
specified in Paragraph 1.6(b)) of all Common Area Operating Expenses, as 
hereinafter defined, during each calendar year of the term of this Lease, 
in accordance with the following provisions:
	
	(a)	"Common Area Operating Expenses" are defined, for purposes 
of this Lease, as all costs incurred by Lessor relating to the ownership 
and operation of the Center, including, but not limited to, the 
following: - See Exhibit 'Am
	(i)       The operation, repair and maintenance, in neat, 
clean, good order and condition, of the following:
		(aa)	The Common Areas, including parking areas, loading and 
unloading areas, trash areas, roadways, sidewalks, walkways, parkways, 
driveways, landscaped areas,	striping, bumpers, irrigation systems, 
Common Area lighting facilities, fences and gates, steps and Post.
	
		(bb)     Exterior signs and any tenant directories.
		(cc)     Fire detection and sprinkler systems.
	
		(ii)	The cost of water, gas, electricity and telephone to 
service the Common Areas.
		not to exceed
	
	(iii)	Trash disposal, property management and security 
services
	
	(iv)      Reserves set aside for maintenance and repair of 
Common Areas.
	
		(v)	Real Property Taxes (as defined in Paragraph 10.2) to 
be paid by Lessor for the Building and the Common Areas under Paragraph 
10 hereof.
	
		(vi)	The cost of the premiums for the insurance policies 
maintained by Lessor under Paragraph 8 hereof.
	
		(vii)	Any deductible portion of an insured loss concerning 
the Building or the Common Areas.
	
		(viii)	Any other services to be provided by Lessor that 
are stated elsewhere in this Lease to be a Common Area Operating 
Expense.
	
	(b)	Any Common Area Operating Expenses and Real Property Taxes 
that are specifically attributable to the Building or to any other 
building in the Center or to the operation, repair and maintenance 
thereof, shall be allocated entirely to the Building or to such other 
building.  However, any Common Area Operating Expenses and Real Property 
Taxes that are not specifically attributable to the Building or to any 
other building or to the operation, repair and maintenance thereof, 
shall be equally allocated by Lessor to all buildings in the enter.
	
	(c)	The inclusion of the improvements, facilities and services 
set forth in Subparagraph 4.2(a) shall not be deemed to impose an 
obligation upon Lessor to 90w have said improvements or facilities or to 
provide those services unless the or Lessor has agreed elsewhere in this 
Lease to provide the same or some of them.

	(d)	Lessee's Share of Common Area 0perating Expenses shall be 
payable by Lessee within ten (10) days after a reasonable detailed 
statement of actual expenses is presented to Lessee by Lessor.  At 
Lessor's option,  or, an amount may be estimated by Lessee of Lessee's 
Share of Common Area Expenses and the same shall be payable monthly or 
quarterly, as Lessor shall designate during a 12 month period of the 
lease term, on the same day as the Base Rent is due hereunder.  Lessor 
shall deliver to Lessee within sixty (60) days after the expiration of 
each calendar year a reasonably detailed statement showing Lessee's 
Share of the actual Common Area Operating Expenses during the preceding 
year. If Lessee's payments under this paragraph 4.2(d) during said 
preceding year exceed Lessee's Share as indicated on said statement, 
Lessee shall be credited the amount of such over payment of Lessee's 
Share of Common Area Operating Expenses next becoming due.  It Lessee's 
payments under Paragraph 4.2(d) during said preceding year were less 
than Lessee's Share as indicated on said statement, Lessee shall pay to 
Lessor the amount of the deficit within ten (10) days after delivery by 
Lessor to Lessee of said statement.
	
6.     Use.
	
6.1	Permitted Use.
	
	(a)	Lessee shall use and occupy the Premises only for the 
Permitted Use set forth in paragraph 1.8, or any other legal use which is 
reasonably comparable thereto, and for no other purpose.  Lessee shall 
not use or permit the use of the Premises in a manner that is unlawful, 
creates waste or a nuisance, or that disturbs owners and/or occupants of, 
or causes damage to the Premises or neighboring premises or properties.
	
	(b) Lessor hereby agrees to not unreasonably withhold or delay its 
consent to any written request by Lessee, Lessee's assignees or 
subtenants, and by prospective assignees and subtenants of Lessee, its 
assignees and subtenants, for a modification of said Permitted Use, so 
long as the same will not impair the structural integrity of the 
improvements on the Premises or in the Building or the mechanical or 
electrical systems therein, does not conflict with uses by other lessees, 
is not significantly more burdensome to the Premises or the Building and 
the improvements thereon, and is otherwise permissible pursuant to this 
Paragraph 6. It Lessor elects to withhold such consent, Lessor shall 
within five (5) business days after such request give a written 
notification of same, which notice shall include an explanation of 
Lessors reasonable objections to the change in use.
	
6.2	Hazardous Substances.
	
	(a)	Reportable Uses Require Consent.  The term "Hazardous 
Substance" as used in this Lease shall mean any product, substance, 
chemical, material or waste whose presence, nature, quantity and/or 
intensity of existence, use. manufacture. disposal, transportation, 
spill, release or effect, either by itself or in combination with other 
materials expected to be on the Premises. is either: (ii) potentially 
injurious to the public health, safety or welfare, the environment, or 
the Premises, (ii) regulated or monitored by any governmental authority, 
or (iii) a basis for potential liability of Lessor to any governmental 
agency or third party under any applicable statute or common law theory. 
 Hazardous Substance shall include, but not be limited to, hydrocarbons, 
petroleum gasoline, crude oil or any products or by-products thereof 
Lessee shall not engage in any activity n or about the Premises which 
constitutes a Reportable Use (as hereinafter defined) of Hazardous 
Substances without the express prior written consent of Lessor and 
compliance in a timely manner (at Lessee's sole cost and expense) with 
all Applicable Requirements (as defined in Paragraph 6.3) "Reportable 
Use" shall mean (i) the installation or use of any above or below ground 
storage tank, (ii) the generation. possession. storage, use, 
transportation. or disposal of a Hazardous Substance that requires a 
permit from, or with respect to which a report, notice. registration or 
business plan is required to be filed with, any governmental authority, 
and (iii) the presence in, on or about the Premises of a Hazardous 
Substance with respect to which any Applicable Laws require that a notice 
be given to persons entering or occupying the Premises or neighboring 
properties.  Notwithstanding the foregoing, Lessee may, without Lessor s 
prior -consent, but upon notice to Lessor and in compliance with all 
Applicable Requirements, use any ordinary and customary materials 
reasonably required to be used by Lessee in the normal course of the 
Permitted Use, so long as such use is not a Reportable Use and does not 
expose the Premises or neighboring properties to any meaningful risk of 
contamination or damage or expose Lessor to any liability therefor.  In 
addition, Lessor may (but without any obligation to do so) condition its 
consent to any Reportable Use of any Hazardous Substance by Lessee upon 
Lessee's giving Lessor such additional assurances as Lessor, in its 
reasonable discretion, deems necessary to protect itself. the public. the 
Premises and the environment against damage, contamination or injury 
and/or liability therefor, including but not limited to the installation 
(and. at Lessor's option, removal on or before Lease expiration or 
earlier termination) of reasonably necessary protective modifications to 
the Premises (such as concrete encasements) and/or the deposit of an 
additional Security Deposit under Paragraph 5 hereof.
	
	(b)	Duty to Inform Lessor.  If Lessee knows. or has reasonable 
cause to believe, that a Hazardous Substance has come to be located in, 
on, under or about the Premises or the Building, other than as previously 
consented to by Lessor, Lessee shall immediately give Lessor written 
notice thereof, together with a copy of any statement, report, notice, 
registration, application, permit, business plan, license, claim, 
action, or proceeding given to, or received from, any governmental 
authority or private party concerning the presence, spill, release, 
discharge of, or exposure to, such Hazardous Substance including but not 
limited to all such documents as may be involved in any Reportable Use 
involving the Premises. Lessee shall not cause or permit any Hazardous 
Substance to be spilled or released in, on, under or about the Premises 
(including, without limitation, through the plumbing or sanitary sewer 
system).
	
6.3	Lessee's Compliance with Requirements.  Lessee shall, at Lessee's 
sole cost and expense, fully, diligently and in a timely manner, comply 
with all "Applicable	Requirements," which term is used in this Lease 
to mean all laws, rules, regulations, ordinances, directives, covenants, 
easements and restrictions of record, permits, the requirements of any 
applicable fire insurance underwriter or rating bureau, and the 
recommendations of Lessor's engineers and/or consultants, relating in any 
manner to the Premises (including but not limited to matters pertaining 
to (i) industrial hygiene, (ii) environmental conditions on, in, under or 
about, removal, about the Premises. including soil and groundwater 
conditions land (iii) the use, generation, storage, spill, or release of 
any Hazardous Substance), now in effect or which may hereafter come into 
effect.  Lessee shall, within five (5) days after receipt of Lessors 
written request, provide Lessor with copies of all documents and 
information, including but not limited to permits, registrations, 
manifests, applications, reports and certificates, evidencing Lessee's 
compliance with any Applicable Requirements specified by Lessor, and 
shall immediately upon receipt, notify Lessor in writing (with copies of 
any documents involved) of any threatened or actual claim, notice, 
citation, warning, complaint or report pertaining to or involving failure 
by Lessee or the Premises to comply with any Applicable Requirements. See 
Addendum Paragraph 62
	
6.4	Inspection; Compliance with Law.  Lessor, Lessor's agents, 
employees, contractors and designated representatives, and the holders of 
any mortgages, deeds of trust or ground leases on the Premises 
("Lenders") shall have the right to enter the Premises at any time in the 
case of an emergency, and otherwise at reasonable times for the purpose 
of inspecting the condition of the Premises and for verifying compliance 
by Lessee with this Lease and all Applicable I Requirements (as defined 
in Paragraph 6.3), and Lessor shall be entitled to employ experts and/or 
consultants in connection therewith to advise Lessor with respect to 
Lessee's activities, including but not limited to Lessee's installation, 
operation, use, monitoring, maintenance, or removal of any Hazardous 
Substance on or from the Premises.  The costs and expenses of any such 
inspections shall be paid by the party requesting same, unless a Default 
or Breach of this Lease by Lessee or a violation of Applicable 
Requirements or a contamination, caused or materially contributed to by 
Lessee, is found to exist or to be imminent, or unless the inspection is 
requested or ordered by a governmental authority as the result of any 
such existing or imminent violation or contamination.  In such case, 
Lessee shall upon request reimburse Lessor or Lessor's Lender, as the 
case may be, for the costs and expenses of such inspections.   See 
Additional Paragraph 55
	
7.	Maintenance, Repairs, Utility Installations, Trade Fixtures and 
Alterations.
	
7.1	Lessee's Obligations.
	
	(a)	Subject to the provisions of Paragraphs 2.2 (Condition), 2.3 
(Compliance with Covenants, Restrictions and Building Code), 7.2 
(Lessor's Ob4igations), 9 (Damage or Destruction), and 14 (Condemnation), 
Lessee shall, at Lessee's sole cost and expense and at all times, keep 
the Premises and every part thereof in good order, condition and repair 
(whether or not such portion of the Premises requiring repair, or the 
means of repairing the same, are reasonably or readily accessible to 
Lessee, and whether or not the need for such repairs occurs as a result 
of Lessee's use, any prior use, the elements or the age of such portion 
of the Premises), including, without limiting the generality of the 
foregoing, all equipment or facilities specifically serving the Premises, 
such as plumbing, heating, air conditioning, ventilating, electrical, 
lighting facilities, boilers, fired or unfired pressure vessels, fire 
hose connections it within the Premises, fixtures, interior walls, 
interior surfaces of exterior walls, ceilings, floors. windows, doors, 
plate glass, and skylights, but excluding any items which are the 
responsibility of Lessor pursuant to Paragraph 7.2 below.  Lessee, in 
keeping the Premises in good order, condition and repair, shall exercise 
and perform good maintenance practices.  Lessee's obligations shall 
include restorations, replacements or renewals when necessary to keep the 
Premises and all improvements thereon or a part thereof in good order, 
condition and state of repair.- See Addendum paragraph 56
	
	(b) Lessee shall, at Lessees sole cost and expense, procure and 
maintain a contract, with copies to Lessor, in customary form and 
substance for and with a contractor specializing and experienced in the 
inspection, maintenance and service of the heating, air conditioning and 
ventilation system for the Premises.  However, Lessor reserves the right, 
upon notice to Lessee, to procure and maintain the contract for the 
heating, air conditioning and ventilating systems, and if Lessor so 
elects, Lessee shall reimburse Lessor, upon demand, for the cost thereof.
	
	(c)	If Lessee fails to perform Lessee's obligations under this 
Paragraph 7.1, Lessor may enter upon the Premises after ten (10) days' 
prior written notice to Lessee (except in the case of an emergency, in 
which case no notice shall be required), perform such obligations on 
Lessee's behalf, and put the Premises in good order, condition and 
repair, in accordance with Paragraph. 13.2 below.
	
7.2	Lessor's Obligations.  Subject to the provisions of Paragraphs 2.2 
(Condition), 2.3 (Compliance with Covenants, Restrictions and Building 
Code),
	
4.2	(Common Area Operating Expenses).'6 (Use), 7.1 (Lessee's 
Obligations), 9 (Damage or Destruction) and 14 (Condemnation), Lessor 
shall keep in good order, condition and repair the foundations, exterior 
walls, structural condition of interior bearing walls, exterior fire 
sprinkler arid/or standpipe and hose (if located in the Common Areas) or 
other automatic fire extinguishing system including fire alarm and/or 
smoke detection systems and equipment, fire hydrants, parking lots, 
walkways, parkways, driveways, landscaping, fences, signs and utility 
systems serving the Common Areas and all parts thereof, as well as 
providing the services for which there is a Common Area Operating Expense 
pursuant to Paragraph 4.2. Lessor shall not be obligated to paint the 
exterior or interior surfaces of exterior walls nor shall Lessor be 
obligated to maintain, repair or replace windows, doors or plate glass of 
the Premises.  Lessee expressly waives the benefit of any statute now or 
hereafter in effect which would otherwise afford Lessee the right to make 
repairs at Lessor's  expense or to terminate this Lease because of 
Lessor's failure to keep the Building, Center or Common Areas in good 
order, condition and repair.
	
7.3      Utility lnstallations, Trade Fixtures, Alterations.  SEE 
ADDENDUM, PARAGRAPH 57
	
	(a)	Definitions; Consent Required.  The term "Utility 
Installations" is used in this Lease to refer to all air lines, power 
panels, electrical distribution, security, fire protection systems, 
communications systems, lighting fixtures, heating, ventilating and 3ir 
conditioning equipment, plumbing, and fencing in, on or about the 
Premises.  The term "Trade Fixtures" shall mean Lessee's machinery and 
equipment which can t)e removed without doing material damage to the 
Premises.  The term "Alterations" shall mean any modification of the 
improvements on the Premises which are provided by Lessor under the terms 
of this Lease, other than Utility Installations or Trade Fixtures.  
"Lessee-Owned Alterations and/or 'Utility Installations" are defined as 
Alterations and/or Utility Installations made by Lessee that are not yet 
owned by Lessor pursuant to Paragraph 7.4(a). Lessee shall not make nor 
cause to be made any Alterations or Utility Installations in, on, under 
or about the Premises without Lessor's prior written consent.  Lessee 
may, however, make non-structural Utility Installations to the interior 
of the Promises (excluding the roof) without Lessor's consent but upon 
notice to Lessor, so long as they are not visible from the outside of the 
Promises, do not involve puncturing, relocating or removing the roof or 
any existing walls, or changing or interfering with the fire sprinkler or 
fire detection systems and the cumulative cost thereof during the term of 
this Lease as extended does not exceed $2,500.00.
	
	(b)	Consent.  Any Alterations or Utility Installations that 
Lessee shall desire to make and which require the consent of the Lessor 
shall be presented to Lessor in written form with detailed plans.  All 
consents given by Lessor, whether by virtue of Paragraph 7.3(a) or by 
subsequent specific consent, shall be deemed conditioned upon: (i) 
Lessee's acquiring all applicable permits required by governmental 
authorities; (ii) the furnishing of copies of such permits together with 
a copy of the plans and specifications for the Alteration or Utility 
Installation to Lessor prior to commencement of the work thereon; and 
(iii) the compliance by Lessee with all conditions of said permits in a 
prompt and expeditious manner.  Any Alterations or Utility Installations 
by Lessee during the term of this Lease shall be done in a good and 
workmanlike manner, with good and sufficient materials, and be in 
compliance with all Applicable Requirements.  Lessee shall promptly upon 
completion thereof furnish Lessor with as-built plans and specifications 
therefor.  Lessor may, (but without obligation to do so) condition its 
consent to any requested Alteration or Utility Installation that costs 
$2,500.00 or more upon Lessee's providing Lessor with a lien and 
completion bond in an amount equal to one and one-half times	the 
estimated cost of such Alteration or Utility Installation.
	
	(c)	Lien Protection.  Lessee shall pay when due all claims for 
labor or materials furnished or alleged to have been furnished to or for 
Lessee at or for use on the Premises, which claims are or may be secured 
by any mechanic's or materialmen's lien against the Premises or any 
interest therein.  Lessee shall give Lessor not less than ten (10) days' 
notice prior to the commencement of any work in, on, or about the 
Premises, and Lessor shall have the right to post notices of non-
responsibility in or on the Premises as provided by law.  It Lessee 
shall, in good faith, contest the validity of any such lien, claim or 
demand, then Lessee shall, at its sole expense, defend and protect 
itself, Lessor and the Premises against the same and shall pay and 
satisfy any such adverse judgment that may be rendered thereon before the 
enforcement thereof against the Lessor or the Premises.  If Lessor shall 
require, Lessee shall furnish to Lessor a surety bond satisfactory to 
Lessor in an amount equal to one and one-halt times the amount of such 
contested lien claim or demand, indemnifying Lessor against liability for 
the same, as required by law for the holding of the Premises free from 
the effect of Such lien or claim.  In addition, Lessor may require Lessee 
to pay Lessor's attorneys' fees and costs in participating in such action 
it Lessor shall decide it is to its best interest to do so
	
7.4	Ownership, Removal, Surrender, and Restoration.
	
	(a)	Ownership.  Subject to Lessor's right to require their 
removal and to cause Lessee to become the owner thereof as hereinafter 
provided in this Paragraph 7.4, all Alterations and Utility Installations 
made to the Premises by Lessee shall be the property of and owned by 
Lessee, but considered a part of the Premises.  Lessor may, at any time 
and at its option, elect in writing to Lessee to be the owner of all or 
any specified part of the Lessee-Owned Alterations and Utility 
Installations.  Unless otherwise instructed per Subparagraph 7.4(b) 
hereof, all Lessee-Owned Alterations and Utility Installations shall, at 
the expiration or earlier termination of this Lease, become the property 
of Lessor and remain upon the Premises and be surrendered with the 
Premises by Lessee.
	
	(c) Surrender/Restoration.  Lessee shall surrender the Premises by 
the end of the last day of the Lease term or any earlier termination 
date, clean and tree of debris and in good operating order, condition and 
state of repair, ordinary wear and tear excepted.  Ordinary wear and tear 
shall not include any damage or deterioration that would have been 
prevented by good maintenance practice or by Lessee performing all of its 
obligations under this Lease.  Except as otherwise agreed or specified 
herein, the Premises, as surrendered, shall include the Alterations and 
Utility Installations.  The obligation of Lessee shall include the repair 
of any damage occasioned by the installation, maintenance or removal of 
Lessee's Trade Fixtures, furnishings, equipment, and Lessee-Owned 
Alterations and Utility Installations, as well as the removal of any 
storage tank installed by or for Lessee, and the removal, replacement, or 
remediation of any soil, material or ground water contaminated by Lessee, 
all as may then be required by Applicable Requirements and/or good 
practice.  Lessee's Trade Fixtures shall remain the property of Lessee 
and shall be removed by Lessee subject to its obligation to repair and 
restore the Premises per this Lease.
	
8.	Insurance; Indemnity.
	
8.1	Payment of Premiums.  The cost of the premiums for the insurance 
policies maintained by Lessor under this Paragraph 8 shall be a Common 
Area Operating Expense pursuant to Paragraph 4.2 hereof.  Premiums for 
policy periods commencing prior to, or extending beyond, the term of this 
Lease shall be prorated to coincide with the corresponding Commencement 
Date or Expiration Date.
	
8.2	Liability Insurance.
	
	(a)	Carried by Lessee.  Lessee shall obtain aid keep in force 
during the term of this Lease a Commercial General Liability policy of 
insurance protecting Lessee, Lessor and any Lender(s) whose names have 
been provided to Lessee in writing (as additional insureds) against 
claims for bodily injury, personal injury and property damage based upon, 
involving or arising out of the ownership, use, occupancy or maintenance 
of the Premises and all areas appurtenant thereto.  Such insurance shall 
be on an occurrence basis providing single limit coverage in an amount 
not less than $1,000,000 per occurrence with an 'Additional Insured-
Managers or Lessors of Premises" endorsement and contain the "Amendment 
of the Pollution Exclusion' endorsement for damage caused by heat, smoke 
or fumes from a hostile fire.  The policy shall not contain any intra-
insured exclusions as between insured persons or organizations, but shall 
include coverage for liability assumed under this Lease as an "Insured 
contract" for the performance of Lessee's indemnity obligations under 
this Lease.  The limits of said insurance required by this Lease or as 
carried by Lessee shall not, however, limit the liability of Lessee nor 
relieve Lessee of any obligation hereunder.  All insurance to be carried 
by Lessee shall be primary to and not contributory with any similar 
insurance carried by Lessor, whose insurance shall be considered excess 
insurance only.
	
	(b) Carried by Lessor.  Lessor shall also maintain liability 
insurance described in Paragraph 8.2(a) above, in addition to and not in 
lieu of, the insurance required to be maintained by Lessee.  Lessee shall 
not be named as an additional insured therein Lessor's insurance shall 
include the common areas.
	
8.3      Property Insurance-Building, Improvements and Rental Value. 
	
	(a)	Building and Improvements.  Lessor shall obtain and keep in 
force during the term of this Lease a policy or policies in the name of 
Lessor, with loss payable to Lessor and to any Lender(s), insuring 
against loss or damage to the Premises.  Such insurance shall be for full 
replacement cost, as the same shall exist from time to time, or the 
amount required by any Lender(s), but in no event more than the 
commercially reasonable and available insurable value thereof if, by 
reason of the unique nature or age of the improvements involved, such 
latter amount is less than full replacement cost.  Lessee-Owned 
Alterations and Utility Installations, Trade Fixtures and Lessee's 
personal property shall be insured by Lessee pursuant to Paragraph 8.4. 
It the coverage is available and commercially appropriate, Lessor's 
policy or policies shall insure against all risks of direct physical loss 
or damage (except the perils of flood and/or earthquake unless required 
by a Lender), including coverage for any additional costs resulting from 
debris removal and reasonable amounts of coverage for the enforcement of 
any ordinance or law regulating the reconstruction or replacement of any 
undamaged sections of the Building required to be demolished or removed 
by reason of the enforcement of any building, zoning, safety or land use 
laws as the result of a covered loss, but not including plate glass 
insurance.  Said policy or policies shall also contain an agreed 
valuation provision in lieu of any co-insurance clause. waiver of 
subrogation, and inflation guard protection causing an increase in the 
annual property insurance coverage amount by a factor of not less than 
the adjusted U.S. Department of Labor Consumer Price Index for All Urban 
Consumers or the city nearest to where the Premises are located.
	
	(b)	Rental Value.  Lessor shall also obtain and keep in force 
during the term of this Lease a policy or policies in the name of Lessor, 
with loss payable to Lessor and any Lender(s), insuring the loss of the 
full rental and other charges payable by all lessees of the Building to 
Lessor for one year (including all Real Property Taxes, insurance costs, 
all Common Area Operating Expenses and any scheduled rental increases).  
Said insurance may provide that in the event the Lease is terminated by 
reason of an insured loss, the period of indemnity for such coverage 
shall be extended beyond the date of the completion of repairs or 
replacement of the Premises, to provide for one full year's loss of 
rental revenues from the date of any such loss.  Said insurance shall 
contain an agreed valuation provision in lieu of any coinsurance clause, 
and the amount of coverage shall be adjusted annually to reflect the 
projected rental income, Real Property Taxes, insurance premium costs and 
other expenses, if any, otherwise payable, for the next 12-month period. 
 Common Area Operating Expenses shall include any deductible amount in 
the event of such loss.
	
	(c)	Adjacent Premises.  Lessee shall pay for any increase in the 
premiums for the property insurance of the Building and for the Common 
Areas or other buildings in the Industrial Center it said increase is 
caused by Lessee's acts, omissions, use or occupancy of the Premises.
	
	(d)	Lessee's improvements.  Since Lessor is the Insuring Party, 
Lessor shall not be required to insure Lessee-Owned Alterations and 
Utility Installations unless the item in question has become the property 
of Lessor under the terms of this Lease.
	
8.4	Property insurance.  Subject to the requirements of Paragraph 8.5, 
Lessee at its cost shall either by separate policy or, at Lessor's 
option, by endorsement to a policy already carried, maintain insurance 
coverage on all of Lessee's personal property, Trade Fixtures and 
Lessee-Owned Alterations and Utility installation in, on, or about the 
Premises similar in coverage to that carried by Lessor as the Insuring 
Party under Paragraph 8.3(a). Such insurance shall be full replacement 
cost coverage with a deductible not to exceed $1,000 per occurrence.  
The proceeds from any such insurance shall be used by Lessee for the 
property and the restoration of Trade Fixtures and Lessee-Owned 
Alterations and Utility Installations.  Upon request from Lessor, Lessee 
shall provide Lessor with written evidence that such insurance is in 
force.

8.5       Insurance policies. Insurance required hereunder shall be in 
companies duly licensed to transact business in the state where the 
Premises are located, and maintaining during the policy term a A General 
Policyholders Rating of at least B+, V, or such other rating as may be 
required by a Lender, as set forth in the most current issue of  ABest's 
Insurance Guide.' Lessee shall not do or permit to be done anything 
which shall invalidate the insurance policies to in paragraph  8. Lessee 
shall cause to be delivered to Lessor, within seven (7) days after the 
earlier of it* Early copies of, or  certificates evidencing the 
existence and amounts of, do insurance required under Paragraph 8.2(a) 
and 8.4. No such policy shall be cancelable of subject to modification 
except after thirty (30) days' prior  written notice to Lessor.  Lessee 
shall at least thirty (30) days prior to the expiration of such 
policies, furnish Lessor with of renewals or Insurance binders' a rig 
renewal or Lessor may order such insurance and charge the cost thereof 
to Lessee, which amount shall be payable by   to Lessor upon demand.
	
8.6	Waiver of Subrogation.  Without affecting any other rights or 
remedies, Lessee and Lessor each hereby and relieve the other, and waive 
their entire right to recover damages ( in or in tort) against the other, 
for loss or damage to their property arising out of or to the rights 
required to be insured against under Paragraph 8. The effect of such 
releases and waivers of the right to recover damages shall not be limited 
by the amount of insurance carried or required, or by any deductibles 
applicable thereto.  Lessor and Lessee agree to have their respective 
insurance companies issuing property damage insurance waive any right to 
subrogation that such companies may have against Lessor or Lessee, as the 
case may be, so long as the insurance is not invalidated thereby.
	
8.8	Exemption of Lessor from Liability.  Lessor shall not be liable for 
injury or damage to the person or goods, wares, merchandise or other 
property of Lessee, Lessee's employees, contractors, invitees, customers, 
or any other person in or about the Premises, whether such damage or 
injury is caused by or results from fire, steam, electricity, gas, water 
or rain, or from the breakage, leakage, obstruction or other defects of 
pipes, fire sprinklers, wires, appliances, plumbing, air conditioning or 
lighting fixtures, or from any other cause, whether said injury or damage 
results from conditions arising upon the Premises or upon other portions 
of the Building of which the Premises are a part, from other sources or 
places, and regardless of whether the cause of such damage or injury or 
the means of repairing the same is accessible or not.  Lessor shall not 
be liable for any damages arising from any act or neglect of any other 
lessee of Lessor nor from the failure by Lessor to enforce the provisions 
of any other lease in the Center.  Notwithstanding Lessor's negligence or 
breach of this Lease, Lessor shall under no circumstances be liable for 
injury to Lessee's business or for any loss of income or profit 
therefrom.
	
9.	Damage or Destruction.
	
9.1	Definitions.
	
	(a)	"Premises Partial Damage" shall mean damage or destruction to 
the Premises. other than Lessee-Owned Alterations and Utility 
Installations, the	repair cost of which damage or destruction is less than 
fifty percent (50%) of the then Replacement Cost (as defined in Paragraph 
9.1(d)) of the Premises (excluding Lessee-Owned Alterations and Utility 
Installations and Trade Fixtures) immediately prior to such damage or 
destruction.
	
	(b)	"Premises Total Destruction" shall mean damage or destruction 
to the Premises, other than Lessee-Owned Alterations and Utility 
Installations, the repair cost of which damage or destruction is fifty 
percent (50%) or more of the then Replacement Cost of the Premises 
(excluding Lessee-Owned Alterations and Utility Installations and Trade 
Fixtures) immediately prior to such damage or destruction.  In addition, 
damage or destruction to the Building, other than Lessee-Owned 
Alterations and Utility Installations and Trade Fixtures of any lessees 
of the Building, the cost of which damage or destruction is fifty percent 
(50%) or more of the 'then Replacement Cost (excluding Lessee-Owned 
Alterations and Utility Installations and Trade Fixtures of any lessees 
of the Building) of the Building shall, at the caption of Lessor, be 
deemed to be Premises Total Destruction.
	
	(c)	"Insured Loss" shall mean damage or destruction to the 
Premises, other than Lessee-Owned Alterations and Utility Installations 
and Trade Fixtures, which was caused by an event required to be covered 
by the insurance described in Paragraph 8.3(a) irrespective of any 
deductible amounts or coverage limits involved.
	
	(d)	"Replacement Cost" shall mean the cost to repair or rebuild 
the improvements owned by Lessor at the time of the occurrence to their 
condition existing immediately prior thereto, including demolition, 
debris removal and upgrading required by the operation of applicable 
building codes, ordinances or laws, and without deduction for 
depreciation.
	
	(e) "Hazardous Substance Condition" shall mean the occurrence or 
discovery of a condition involving the presence of, or a contamination 
by, a Hazardous Substance as defined in Paragraph 6.2(a), in, on, or 
under the Premises.
	
9.2	Premises Partial Damage - Insured Loss.  If Premises Partial Damage 
that is an Insured Loss occurs. then Lessor shall, at Lessor's expense, 
repair such damage (but not Lessee's Trade Fixtures or Lessee-Owned 
Alterations and Utility Installations) as soon as reasonably possible and 
this Lease shall continue in full force and effect.  In the event, 
however, that there is a shortage of insurance proceeds and such shortage 
is due to the fact that, by reason of the unique nature of the 
improvements in the Premises, full replacement cost insurance coverage 
was not commercially reasonable and available, Lessor shall have no 
obligation to pay for the shortage in insurance proceeds or to fully 
restore the unique aspects of the Premises unless Lessee provides Lessor 
with the funds to cover same, or adequate assurance thereof, within ten 
(10) days following receipt of written notice of such shortage and 
request therefor.  If Lessor receives said funds or adequate assurance 
thereof within said ten (10) day period, Lessor shall complete them as 
soon as reasonably possible and this Lease shall remain in full force and 
effect.  If Lessor does not receive such funds or assurance within said 
period, Lessor may nevertheless elect by written notice to Lessee within 
ten (10) days thereafter to make such restoration and repair as is 
commercially reasonable with Lessor paying any shortage in proceeds, in 
which case this Lease shall remain in full force and effect.  If Lessor 
does not receive such funds or assurance within such ten (10) day 
period, and if Lessor does not so elect to restore and repair, then this 
Lease shall terminate sixty (60) days following the occurrence of the 
damage or destruction.  Unless otherwise agreed, Lessee shall in no event 
have any right to reimbursement from Lessor for any funds contributed by 
Lessee to repair any such damage or destruction.  Premises Partial Damage 
due to flood or earthquake shall be subject to Paragraph 9.3 rather than 
Paragraph 9.2, notwithstanding that there may be some insurance coverage, 
but the net proceeds of any such insurance shall be made available for 
the repairs if made by either Party. and the cost of the repair exceeds 
$50,000,
	
9.3	Partial Damage - Uninsured Loss.  If Premises Partial Damage that 
is not an Insured Loss circumstances caused by a negligent or willful act 
of Lessee (in which event Lessee shall make the repairs at Lessee's 
expense and this Lease shall continue in full force and effect), Lessor 
may at Lessor's option, either (i) repair such damage as soon as 
reasonably possible at Lessor's expense, in which event this Lease shall 
continue in full force and effect, or (ii) give written notice to Lessee 
within thirty (30) days after receipt by Lessor of knowledge of the 
occurrence of such damage of Lessor's desire to terminate this Lease as 
of the date sixty (60) days following the date of such notice, In the 
event Lessor elects to give such notice of Lessor's intention to 
terminate this Lease, Lessee shall have the right within ten (10) days 
after the receipt of such notice to give written notice to Lessor of 
Lessee's commitment to pay for the repair of such damage totally at 
Lessee's expense and without reimbursement from Lessor.  Lessee shall 
provide Lessor with the required funds or satisfactory assurance thereof 
within thirty (30) days following such commitment from Lessee, In such 
event this Lease shall continue in full force and effect, and Lessor 
shall proceed to make such repairs as soon as reasonably possible after 
the required funds are available.  If Lessee does not give such notice 
and provide the funds or assurance thereof within the times specified 
above, this Lease shall terminate as of the date specified in Lessor's 
notice of termination. only if the damage or destination is

9.4	Total Destruction. Notwithstanding any other provision hereof, it 
Premises Total Destruction occurs (including any destruction required by 
any authorized public authority), this Lease shall terminate sixty (60) 
days following the date of such Premises Total Destruction an Insured 
Loss or was caused by a negligent or willful act of Lessee.  In the 
event, however, that the damage or destruction was caused by Lessee, 
Lessor shall have the right to recover Lessor's damages from Lessee 
except as released and waived in Paragraph 9.7.
	
9.5	Damage Near End of Term.  If at any time during the last six (6) 
months of the term of this Lease there is damage for which the cost to 
repair exceeds one month's Base Rent, whether or not an Insured Loss, 
Lessor may, at Lessor's option, terminate this Lease effective sixty (60) 
days following the date of occurrence of such damage by giving written 
notice to Lessee of Lessor's election to do so within thirty (30) days 
after the date of occurrence of such damage.  Provided, however, if 
Lessee at that time has an exercisable option to extend this Lease or to 
purchase the Promises, then Lessee may preserve this Lease by (a) 
exercising such option, and (b) providing Lessor with any shortage in 
insurance proceeds (or adequate assurance thereof) needed to make the 
repairs on or before the earlier of (i) the date which is ten (10) days 
after Lessee's receipt of Lessor's written notice purporting to terminate 
this Lease, or (if) the day prior to the date upon which such option 
expires.  If Lessee duly exercises such option during such period and 
provides Lessor with funds (or adequate assurance thereof) to cover any 
shortage in insurance proceeds, Lessor shall, at Lessor's expense repair 
such damage as soon as reasonably possible and this Lease shall continue 
in full force and effect.  It Lessee fails to exercise such option and 
provide such funds or assurance during such period, then this Lease shall 
terminate as of the date set forth in the first sentence of this 
Paragraph 9.5.
	
9.6	Abatement of Rent-, Lessee's Remedies.
	
	(a)	In the event of (i) Premises Partial Damage or (ii) Hazardous 
Substance Condition for which Lessee is not legally responsible, the Base 
Rent, Common Area Operating Expenses and other charges, if any, payable 
by Lessee hereunder for the period during which such damage or condition, 
its repair, remediation or restoration	continues, shall be abated in 
proportion to the degree to which Lessees use of the Premises is 
impaired, but not in excess of proceeds from insurance required to be 
carried under Paragraph 8.3(b). Except for abatement of Base Rent, Common 
Area Operating Expenses and other charges, if any, as aforesaid, all 
other obligations of Lessee hereunder shall be performed by Lessee, and 
Lessee shall have no claim against Lessor for any damage suffered by 
reason of any such damage, destruction, repair, remediation or 
restoration.
	
	(b) If Lessor shall be obligated to repair or restore the Premises 
under the provisions of this Paragraph 9 and shall not commence, in a 
substantial and meaningful way, the repair or restoration of the Premises 
within ninety (90) days after such obligation shall accrue, Lessee may, 
at any time prior to the commencement of such repair or restoration, give 
written notice to Lessor and to any Lenders of which Lessee has actual 
notice of Lessee's election to terminate this Lease on a date not less 
than sixty (60) days following the giving of such notice.  If Lessee 
gives such notice to Lessor and such Lenders and such repair or 
restoration is not commenced within thirty (30) days after receipt of 
such notice, this Lease shall terminate as of the date specified in said 
notice.  If Lessor or a Lender commences the repair or restoration of the 
Premises within thirty (30) days after the receipt of such notice, this 
Lease shall continue in full force and effect. "Commence" as used in this 
Paragraph 9.6 shall mean either the unconditional authorization of the 
preparation of the required plans, or the beginning of the actual work on 
the Promises, whichever occurs first.  See Addendum Paragraph 58
	
9.8	Termination - Advance Payments.  Upon termination of this Lease 
pursuant to this Paragraph 9, Lessor shall return to Lessee any advance 
payment made by Lessee to Lessor and so much of Lessee's Security Deposit 
as has not been, or is not then required to be, used by Lessor under the 
terms of this Lease.
	
9.9	Waiver of Statutes.  Lessor and Lessee agree that the terms of this 
Lease shall govern the effect of any damage to or destruction of the 
Premises and the Building with respect to the termination of this Lease 
and hereby waive the provisions of any present or future statute to the 
extent it is inconsistent herewith.
	
10.	Real Property Taxes.
	
10.1	Payment of Taxes.  Lessor shall pay the Real Property Taxes, as 
defined in Paragraph 10.2, applicable to the Industrial Center, and 
except as otherwise provided in Paragraph 10.3, any such amounts shall be 
included in the calculation of Common Area Operating Expenses in 
accordance with the provisions of Paragraph 4.2.
	
10.2	Real Property Tax Definition.  As used herein, the term "Real Prop" 
Taxes" shall include any form of real estate tax or assessment, general, 
special, ordinary or extraordinary, and any license fee, commercial 
rental tax, improvement bond or bonds, levy or tax (other than 
inheritance, personal income or estate taxes) imposed upon the Industrial 
Center by any authority having the direct or indirect power to tax, 
including any city, state or federal government, or any school, 
agricultural, sanitary, fire, street, drainage, or other improvement 
district thereof, levied against any legal or equitable interest of 
Lessor in the Industrial Center or any portion thereof, Lessor's right to 
rent or other income therefrom, and/or Lessor's business of leasing the 
Premises.  The term "Real P Taxes" shall also include any tax, fee, levy, 
assessment or charge, or any increase therein, imposed by reason of 
events occurring, or changes in Applicable Law taking effect, during the 
term of this Lease, including but not limited to a change in the 
ownership of the Industrial Center or in the improvements thereon, the 
execution of this Lease, or any modification, amendment or transfer 
thereof, and whether or not contemplated by the Parties.  In calculating 
Real Property Taxes for any calendar year, the Real Property Taxes for 
any real estate tax year shall be included in the calculation of Real 
Property Taxes for such calendar year based upon the number of days which 
such calendar year and tax year have in common.
	
10.3	Additional Improvements.  Common Area Operating Expenses shall not 
include Real Property Taxes specified in the tax assessor's records and 
work sheets as being caused by additional improvements placed upon the 
Industrial Center by other lessees or by Lessor for the exclusive 
enjoyment of such other lessees.  Notwithstanding Paragraph 10.1 hereof, 
Lessee shall, however, pay to Lessor at the time Common Area Operating 
Expenses are payable under Paragraph 4.2, the entirety of any increase in 
Real Property Taxes if assessed solely by reason of Alterations, Trade 
Fixtures or Utility Installations placed upon the Premises by Lessee or 
at Lessee's request.
	
10.4	Joint Assessment.  If the Building is not separately assessed, Real 
Property Taxes allocated to the Building shall be an equitable proportion 
of the Real Property Taxes for all of the land and improvements included 
within the tax parcel assessed, such proportion to be determined by 
Lessor from the respective valuations assigned in the assessor's work 
sheets or such other information as may be reasonably available.  
Lessor's reasonable determination thereof, in good faith, shall be 
conclusive.
	
10.5	Lessee's Property Taxes.  Lessee shall pay prior to delinquency all 
taxes assessed against and levied upon Lessee-Owned Alterations and 
Utility Installations, Trade Fixtures, furnishings, equipment and all 
personal property of Lessee contained in the Premises or stored within 
the Industrial Center.  When possible, Lessee shall cause its Lessee-
Owned Alterations and Utility Installations, Trade Fixtures, furnishings, 
equipment and all other personal property to be assessed and billed 
separately from the real property of Lessor.  If any of Lessee's said 
property shall be assessed with Lessor's real property, Lessee shall pay 
Lessor the taxes attributable to Lessee's property within ten (10) days 
after receipt of a written statement setting forth the taxes applicable 
to Lessee's property.
	
11.	Utilities.  Lessee shall pay directly for all utilities and 
services supplied to the Premises, including but not limited to 
electricity, telephone, security, gas and cleaning of the Premises, 
together with any taxes thereon.  If any such utilities or services are 
not separately metered to the Premises or separately billed to the 
Premises, Lessee shall pay to Lessor a reasonable proportion to be 
determined by Lessor of all such charges jointly metered or billed with 
other premises in the Building, in the manner and within the time periods 
set forth in Paragraph 4.2(d).
	
12.	Assignment and Subletting.

12.1	Lessor's Consent Required.
	
	(a)	Lessee shall not voluntarily or by operation of law assign, 
transfer, mortgage or otherwise transfer or encumber (collectively, 
'assign') or subpart of Lessee's interest in this Lease or in the 
Premises without Lessor's prior written consent given under and subject 
to the terms of Paragraph 36.
	
	(b)	A change in the control of Lessee shall not constitute an 
assignment requiring Lessor's consent.  See Addendum Paragraph 59

(c)	The involvement of Lessee or its assets in any transaction, 
or series of transactions (by way of merger, sale, acquisition, 
financing, refinancing, transfer, leveraged buy-out or otherwise), 
whether or not a formal assignment or hypothecation of this Lease or 
Lessee's assets occurs, which results or will result in a reduction of 
the Net Worth of Lessee, as hereinafter defined, by an amount equal to or 
greater than twenty-five percent (25%) of such Net Worth of Lessee as it 
was represented to Lessor at the time of full execution and delivery of 
this Lease or at the time of the most recent assignment to which Lessor 
has consented, or as it exists immediately prior to said transaction or 
transactions constituting such reduction, at whichever time said Net 
Worth of Lessee was or is greater, shall be considered an assignment of 
this Lease by Lessee to which Lessor may reasonably withhold its consent. 
 "Not Worth of Lessee" for purposes of this Lease shall be the net worth 
of Lessee (excluding any Guarantors) established under generally accepted 
accounting principles consistently applied.
	
	(d)	An assignment or subletting of Lessee's interest in this 
Lease without Lessor's specific prior written consent shall, at Lessor's 
option, be a Default curable after notice per Paragraph 13.1, or a non-
curable Breach without the necessity of any notice and grace period.  It 
Lessor elects to treat such unconsented to assignment or subletting as a 
non-curable Breach, Lessor shall have the right to either: (i) terminate 
this Lease, or (ii) upon thirty (30) days' written notice ("Lessor's 
Notice"), increase the monthly Base Rent for the Premises to the greater 
of the then fair market rental value of the Premises, as reasonably 
determined by Lessor, or one hundred ten percent (110%) of the Base Rent 
then in effect.  Pending determination of the new fair market rental 
value, if disputed by Lessee, Lessee shall pay the amount set forth in 
Lessors Notice, with any overpayment credited against the next 
installments) of Base Rent coming due, and any underpayment for the 
period retroactively to the effective date of the adjustment being due 
and payable immediately upon the determination thereof.  Further, in the 
event of such Breach and rental adjustment, (i) the purchase price of any 
option to purchase the Premises held by Lessee shall be subject to 
similar adjustment to the then fair market value as reasonably determined 
by Lessor (without the Lease being considered an encumbrance or any 
deduction for depreciation or obsolescence, and considering the Premises 
at its highest and t>est use and in good condition) or one hundred ten 
percent (110%) of the price previously in effect, (ii) any index-oriented 
rental or price adjustment formulas contained in this Lease shall be 
adjusted to require that the base index t>e determined with reference to 
the index applicable to the time of such adjustment, and (iii) any fixed 
rental adjustments scheduled during the remainder of the Lease term shall 
be increased in the same ratio as the new rental bears to the Base Rent 
in effect immediately prior to the adjustment specified in Lessor's 
Notice.
	
	(e)	Lessee's remedy for any breach of this Paragraph 12.1 by 
Lessor shall be limited to compensatory damages and/or injunctive relief.

12.2	Terms and Conditions Applicable to Assignment and Subletting.
	
	(a)	Regardless of Lessor's consent, any assignment or subletting 
shall not (i) be effective without the express written assumption by such 
assignee or sub4essee of the obligations of Lessee under this Lease, (ii) 
release Lessee of any obligations hereunder, nor (iii) alter the primary 
liability of Lessee for the payment of Base Rent and other sums due 
Lessor hereunder or for the performance of any other obligations to be 
performed by Lessee under this Lease.
	
	(b)	Lessor may accept any rent or performance of Lessee's 
obligations from any person other than Lessee pending approval or 
disapproval of an assignment.  Neither a delay in the approval or 
disapproval of such assignment nor the acceptance of any rent for 
performance shall constitute a waiver or estoppel of Lessor's right to 
exercise its remedies for the Default or Breach by Lessee of any of the 
terms, covenants or conditions of this Lease.
	
	(c)	The consent of Lessor to any assignment or subletting shall 
not constitute a consent to any subsequent assignment or subletting by 
Lessee or to any subsequent or successive assignment or subletting by the 
assignee or sublessee.  However, Lessor may consent to subsequent 
sublettings and assignments of the sublease or any amendments or 
modifications thereto without notifying Lessee or anyone else liable 
under this Lease or the sublease and obtaining their consent, and such 
action shall not relieve such persons from liability under this Lease or 
the sublease.
	
	(d)	In the event of any Default or Breach of Lessee's obligation 
under this Lease, Lessor may proceed directly against Lessee, any 
Guarantors or anyone else responsible for the performance of the Lessee's 
obligations under this Lease, including any subleases, without first 
exhausting Lessor's remedies against any other person or entity 
responsible therefor to Lessor, or any security held by Lessor.
	
	(e)	Each request for consent to an assignment or subletting shall 
be in writing, accompanied by information relevant to Lessor's 
determination as to the financial and operational responsibility and 
appropriateness of the proposed assignee or subleases, including but not 
limited to the intended use and/or required modification of the Premises, 
if any, together with a non-refundable deposit of processing for consent. 
 Lessee agrees to provide Lessor with such other or additional 
information and/or documentation as may be reasonably requested by 
Lessor.
	
	(f)      Any assignee of, or sublessee under, this Lease shall, by 
reason of accepting such assignment or entering into such be deemed, for 
the benefit of Lessor, to have assumed and agreed to conform and comply 
with each and every term, covenant, condition and obligation herein to be 
observed or performed by Lessee during the term of said assignment or 
such other than such obligations as are contrary to or inconsistent with 
provisions of an assignment or sublease to which has specifically 
consented in writing.

	(g)	The occurrence of a transaction described in Paragraph 
12.2(c) shall give Lessor the right (but not the obligation) to require 
that the Security Deposit be increased by an amount equal to six (6) 
times the then monthly Base Rent, and Lessor may make the by of the 
Security a condition to Lessor's consent to such transaction.
	
12.3	Additional Terms and Conditions Applicable to Subletting.  The 
following terms and conditions shall apply to any subletting by Lessee of 
all or any part of the Promises and shall be deemed included in all 
subleases under this Lease whether or not expressly incorporated therein:
	
	(a)	Lessee hereby assigns and transfers to Lessor all of 
Lessee's interest in all rentals and income arising from any sublease of 
all or a portion of the Premises heretofore or hereafter made by Lessee, 
and Lessor may collect such rent and income and apply same toward 
Lessee's obligations under this Lease; provided, however, that until a 
Breach (as defined in Paragraph 13.1) shall occur in the performance of 
Lessee's obligations under this Lease, Lessee may, except as otherwise 
provided in this Lease, receive, collect and enjoy the rents accruing 
under such sublease.  Lessor shall not, by reason of the foregoing 
provision or any other assignment of such sublease to Lessor, nor by 
reason of the collection of the rents from a sublessee, be deemed liable 
to the sublessee for any failure of Lessee to perform and comply with any 
of Lessee's obligations to such sublessee under such Sublease.  Lessee 
hereby irrevocably authorizes and directs any such sublessee, upon 
receipt of a written notice from Lessor stating that a Breach exists in 
the performance of Lessee's obligations under this Lease, to pay to 
Lessor the rents and other charges due and to become due under the 
sublease.  Sublessee shall rely upon any such statement and request from 
Lessor and shall pay such rents and other charges to Lessor without any 
obligation or right to inquire as to whether such Breach exists and 
notwithstanding any notice from or claim from Lessee to the contrary.  
Lessee shall have no right or claim against such sublessee, or, until the 
Breach has been cured, against Lessor, for any such rents and other 
charges so paid by said sublessee to Lessor.
	
	(b)	In the event of a Breach by Lessee in the performance of its 
obligations under this Lease, Lessor, at its option and without any 
obligation to do so, may require any sublessee to attorn to Lessor, in 
which event Lessor shall undertake the obligations of the sublessor under 
such sublease from the time of the exercise of said option to the 
expiration of such sublease; provided, however, Lessor shall not be 
liable for any prepaid rents or security deposit paid by such sublessee 
to such sublessor or for any other prior defaults or breaches of such 
sublessor under such sublease.
	
	(c)	Any matter or thing requiring the consent of the sublessor 
under a sublease shall also require the consent of Lessor herein.
	
	(d)	No sublessee under a sublease approved by Lessor shall 
further assign or sublet all or any part of the Premises without 
Lessor's prior written consent.
	
	(e)	Lessor shall deliver a copy of any notice of Default or 
Breach by Lessee to the sublessee, who shall have the right to cure the 
Default of Lessee within the grace period. if any, specified in such 
notice. The sublessee shall have a right of reimbursement and offset 
from and against Lessee for any such Defaults cured by the sublessee.
	
13.	Default; Breach; Remedies.
	
13.1	Default; Breach.  Lessor and Lessee agree that if an attorney is 
consulted by Lessor in connection with a Lessee Default or Breach (as 
hereinafter defined), $350.00 is a reasonable minimum sum per such 
occurrence for legal services and costs in the preparation and service of 
a notice of Default, and that Lessor may include the cost of such 
services and costs in said notice as rent due and payable to cure said 
default.  A "Default" by Lessee is defined as a failure by Lessee to 
observe, comply with or perform any of the terms. covenants. conditions 
or rules applicable to Lessee under this Lease.  A "Breach" by Lessee is 
defined as the occurrence of any one or more of the following Defaults, 
and, where a grace period for cure after notice is specified herein, the 
failure by Lessee to cure such Default prior to the expiration of the 
applicable grace period, and shall entitle Lessor to pursue the remedies 
set forth in Paragraphs 13.2 and/or 13.3:
	
(b)	Except as expressly otherwise provided in this Lease, the failure 
by Lessee to make any payment of Base Rent, Lessee s Share of Common Area 
Operating Expenses, or any other monetary payment required to be made by 
Lessee here under -- the failure by Lessee to provide Lessor with 
reasonable evidence of insurance or surety bond required under this 
Lease, or the failure of Lessee to fulfill any obligation under this 
Lease which endangers or threatens life or property, where such failure 
continues for a period of ninety (90) days following written notice 
thereof by or on behalf of Lessor to Lessee.
	
	(c)	Except as expressly otherwise provided in this Lease the 
failure by Lessee to provide Lessor with reasonable written evidence (in 
duly executed original form, if applicable) of (i) compliance with 
Applicable Requirements per Paragraph 6.3. (ii) the inspection, 
maintenance and service contracts required under Paragraph 7.1 (b), 
(iii) the rescission of an unauthorized assignment or subletting per 
Paragraph 12. 1, (iv) a Tenancy Statement per Paragraphs 16 or 37, (v) 
the subordination or non-subordination of this Lease per Paragraph 30, 
(vi) the guaranty of the performance of Lessee's obligations under this 
Lease it required under Paragraphs 1.11 and 37. (vii) the execution of 
any document requested under Paragraph 42 (easements), or (viii) any 
other documentation or information which Lessor may reasonably require 
of Lessee under the terms of this lease, where any such failure 
continues for a period of ten (10) days following written notice by or 
on behalf of Lessor to Lessee.
	
	(d)	A Default by Lessee as to the terms, covenants, conditions or 
provisions of this Lease, or of the rules adopted under Paragraph 40 
hereof that are to be observed, complied with or performed by Lessee, 
other than those described in Subparagraphs 13.1 (a), (b) or (c), above, 
where such Default continues for a period of thirty (30) days after 
written notice thereof by or on behalf of Lessor to Lessee provided, 
however, that it the nature of Lessee's Default is such that more than 
thirty (30) days are reasonably required for its curs, then it shall not 
be deemed to be a Breach of this Lease by Lessee if Lessee commences such 
cure within said thirty (30) day period and thereafter diligently 
prosecutes such cure to completion.
	
	(e)	The occurrence of any of the following events: (i) the making 
by Lessee of any general arrangement or assignment for the benefit of 
creditors; (ii) Lessee's becoming a 'debtor' as defined in 11 U.S. Code 
Section 101 or any successor statute thereto (unless, in the case of a 
petition filed against Lessee, the same is dismissed within sixty (60) 
days); (iii) the appointment of a trustee or receiver to take possession 
of substantially all of Lessee's assets located at the Premises or of 
Lessee's interest in this Lease, where possession is not restored to 
Lessee within thirty (30) days; or (iv) the attachment, execution or 
other judicial seizure of substantially all of Lessee's assets located at 
the Premises or of Lessees interest in this Lease, where such seizure is 
not discharged within thirty (30) days; provided, however, in the event 
that any provision of this Subparagraph 13.1 (e) is contrary to any 
applicable law, such provision shall be of no force or effect, and shall 
not affect the validity of the remaining provisions.
	
	(f)	The discovery by Lessor that any financial statement of 
Lessee or of any Guarantor, given to Lessor by Lessee or any Guarantor, 
was made
	
	(g)	It the performance of Lessee's obligations under this Lease 
is guaranteed: (i) the death of a Guarantor, (ii) the termination of a 
Guarantor's liability with respect to this Lease other than in accordance 
with the terms of such guaranty, (iii) a Guarantor's becoming insolvent 
or the subject of a bankruptcy filing, (iv) a Guarantor's refusal to 
honor the guaranty, or (v) a Guarantor's breach of its guaranty 
obligation on an anticipatory breach basis, and Lessee's failure, within 
sixty (60) days following written notice by or on behalf of Lessor to 
Lessee of any such event, to provide Lessor with written alternative 
assurances of security, which, when coupled with the then existing 
resources of Lessee, equals or exceeds the combined financial resources 
of Lessee and the Guarantors that existed at the time of execution of 
this Lease.
	
13.2	Remedies.  It Lessee fails to perform any affirmative duty or 
obligation of Lessee under this Lease, within ten (10) days after 
written notice to Lessee (or in case of an emergency, without notice), 
Lessor may at its option (but without obligation to do so), perform such 
duty or obligation on Lessee's behalf, including but not limited to the 
obtaining of reasonably required bonds, insurance policies, or 
governmental licenses, permits or approvals.  The costs and expenses of 
any such performance by Lessor shall be due and payable by Lessee to 
Lessor upon invoice therefor.  If any check given to Lessor by Lessee 
shall not be honored by the bank upon which it is drawn, Lessor, at its 
own option, may require all future payments to be made under this Lease 
by Lessee to be made only by cashier's check.  In the event of a Breach 
of this Lease by Lessee (as defined in Paragraph 13.1), with or without 
further notice or demand, and without limiting Lessor in the exercise of 
any right or remedy which Lessor may have by reason of such Breach, 
Lessor may:
	
	(a)	Terminate Lessee's right to possession of the Premises by any 
lawful means, in which case this Lease and the term hereof shall 
terminate and Lessee shall immediately surrender possession of the 
Premises to Lessor.  In such event Lessor shall be entitled to recover 
from Lessee: (i) the worth at the time of the award of the unpaid rent 
which had been earned at the time of termination; (ii) the worth at the 
time of award of the amount by which the unpaid rent which would have 
been earned after termination until the time of award exceeds the amount 
of such rental loss that the Lessee proves could have been reasonably 
avoided; (iii) the worth at the time of award of the amount by which the 
unpaid rent for the balance of the term after the time of award exceeds 
the amount of such rental loss that the Lessee proves could be reasonably 
avoided; and (iv) any other amount necessary to compensate Lessor for all 
the detriment proximately caused by the Lessee's failure to perform its 
obligations under this Lease or which in the ordinary course of things 
would be likely to result therefrom, including but not limited to the 
cost of recovering possession of the Premises, expenses of reletting, of 
the Premises, reasonable attorneys' fees, and that portion of any leasing 
commission paid by Lessor in connection with this Lease applicable to the 
unexpired term of this Lease.  The worth at the time of award of the 
amount referred to in provision (iii) of the immediately preceding 
sentence shall be computed by discounting such amount at the discount 
rate of the Federal Reserve Bank of San Francisco or the Federal Reserve 
Bank District in which the Premises are located at the time of award plus 
one percent (I%).  Efforts by Lessor to mitigate damages caused by 
Lessees Default or Breach of this Lease shall not waive Lessor's right to 
recover damages under this Paragraph 13.2. It termination of this Lease 
is obtained through the provisional remedy of unlawful detainer, Lessor 
shall have the right to recover in such proceeding the unpaid rent and 
damages as are recoverable therein, or Lessor may reserve the right to 
recover all or any part thereof in a separate suit for such rent and/or 
damages.  It a notice and grace period required under Subparagraph 13.1 
(b), (c) or (d) was not previously given, a notice to pay rent or quit, 
or to perform or quit, as the case may be, given to Lessee under any 
statute authorizing the forfeiture of leases for unlawful detainer shall 
also constitute the applicable notice for grace period purposes required 
by Subparagraph 13.1 (b),(c) or (d).  In such case, the applicable grace 
period under the unlawful detainer statue shall run concurrently after 
the one such statutory notice, and the failure of Lessee to cure the 
Default within the greater of the two (2) such grace periods shall 
constitute both an unlawful detainer and a Breach of this Lease entitling 
Lessor to the remedies provided for in this Lease and/or by said statute.
	
	(b)	Continue the Lease and Lessee's right to possession in effect 
(in California under California Civil Code Section 1951.4) after Lessee's 
Breach and recover the rent as it becomes due, provided Lessee has the 
right to sublet or assign, subject only to reasonable limitations.  
Lessor and Lessee agree that the limitations on assignment and subletting 
in this Lease are reasonable.  Acts of maintenance or preservation, 
efforts to relet the Premises, or the appointment of a receiver to 
protect the Lessor's interest under this Lease, shall not constitute a 
termination of the Lessee's right to possession.
	
	(c)	Pursue any other remedy now or hereafter available to Lessor 
under the laws or judicial decisions of the state wherein the Premises 
are located.

	(d)	The expiration or termination of this Lease and/or the 
termination of Lessee's right to possession shall not relieve Lessee from 
liability under any indemnity provisions of this Lease as to matters 
occurring or accruing during the term hereof or by reason of Lessee's 
occupancy of the Premises.
	
13.3	lnducement Recapture In Event of Breach.  Any agreement by Lessor 
for free or abated rent or other charges applicable to the Premises, or 
for the giving or paying by Lessor to or for Lessee of any cash or other 
bonus, inducement or consideration for Lessee's entering into this Lease, 
all of which concessions are hereinafter referred to as "Inducement 
Provisions" shall be deemed conditioned upon Lessee's full and faithful 
performance of all of the terms, covenants and conditions of this Lease 
to be performed or observed by Lessee during the term hereof as the same 
may be extended.  Upon the occurrence of a Breach (as defined in 
Paragraph 13.1) of this Lease by Lessee, any such Inducement Provision 
shall automatically be deemed deleted from this Lease and of no further 
force or effect, and any rent, other charge, bonus, inducement or 
consideration theretofore abated, given or paid by Lessor under such an 
Inducement Provision shall be immediately due and payable by Lessee to 
Lessor, and recoverable by Lessor, as additional rent due under this 
Lease, notwithstanding any subsequent cure of said Breach by Lessee.  The 
acceptance by Lessor of rent or the cure of the Breach which initiated 
the operation of this Paragraph 13.3 shall not be deemed a waiver by 
Lessor of the provisions of this Paragraph 13.3 unless specifically so 
stated in writing by Lessor at the time of such acceptance.
	
13.4	Late Charges.  Lessee hereby acknowledges that late payment by 
Lessee to Lessor of rent and other sums due hereunder will cause Lessor 
to incur costs not contemplated by this Lease, the exact amount of which 
will be extremely difficult to ascertain.  Such costs include, but are 
not limited to, processing and accounting charges, and late charges which 
may be imposed upon Lessor by the terms of any ground lease, mortgage or 
deed of trust covering the Premises Accordingly, if any installment of 
rent or other sum due from Lessee shall not be received by Lessor or 
Lessor's designee within ten (10) days after such amount shall be due, 
then, without any requirement for notice to Lessee, Lessee shall pay to 
Lessor a late charge equal to six percent (6%) of such overdue amount.  
The parties hereby agree that such late charge represents a fair and 
reasonable estimate of the costs Lessor will incur by reason of late 
payment by Lessee. Acceptance of such late charge by Lessor shall in no 
event constitute a waiver of Lessee's Default or Breach with respect to 
such overdue amount, nor prevent Lessor from exercising any of the other 
rights and remedies granted hereunder.  In the event that a late charge 
is payable hereunder, whether or not collected, for three (3) consecutive 
installments of Base Rent, then notwithstanding Paragraph 4.1 or any 
other provision of this Lease to the contrary, Base Rent shall, at 
Lessor's option, become due and payable quarterly in advance.
	
13.5	Breach by Lessor.  Lessor shall not be deemed in breach of this 
Lease unless Lessor fails within a reasonable time to perform an 
obligation required to be performed by Lessor.  For purposes of this 
Paragraph 13.5, a reasonable time shall in no event be less than thirty 
(30) days after receipt by Lessor, and by any Lender(s) whose name and 
address shall have been furnished to Lessee in writing for such purpose, 
of written notice specifying wherein such obligation of Lessor has not 
been performed; provided, however, that if the nature of Lessor's 
obligation is such that more than thirty (30) days after such notice are 
reasonably required for its performance, then Lessor shall not be in 
breach of this Lease if performance is commenced within such thirty (30) 
day period and thereafter diligently pursued to completion.
	
14.	Condemnation.  It the Premises or any portion thereof are taken 
under the power of eminent domain or sold under the threat of the 
exercise of said power (all of which are herein called 'condemnation"), 
this Lease shall terminate as to the part so taken as of the date the 
condemning authority takes title or possession, whichever first occurs.  
It more than ten percent (10%) of the floor area of the Premises, or more 
than twenty-five percent (25%) of the portion of the Common Areas 
designated for Lessees parking, is taken by condemnation, Lessee may, at 
Lessees option, to be exercised in writing within ten (10) days after 
Lessor shall have given Lessee written notice of such taking (or in the 
absence of such notice, within ten (10) days after the condemning 
authority shall have taken possession) terminate this Lease as of the 
date the condemning authority takes such possession.  If Lessee does not 
terminate this Lease in accordance with the foregoing, this Lease shall 
remain in full force and effect as to the portion of the Premises 
remaining, except that the Base Rent shall be reduced in the same 
proportion as the rentable floor area of the Premises taken bears to the 
total rentable floor area of the Premises.  No reduction of Base Rent 
shall occur if the condemnation does not apply to any portion of the 
Premises.  Any award for the taking of all or any part of the Premises 
under the power of eminent domain or any payment made under threat of the 
exercise of such power shall be the property of Lessor, whether such 
award shall be made as compensation for diminution of value of the 
leasehold or for the taking of the fee, or as severance damages: 
provided, however, that Lessee shall be entitled to any compensation, 
separately awarded to Lessee for Lessee's relocation expenses and/or loss 
of Lessee's Trade Fixtures.  In the event that this Lease is not 
terminated by reason of such condemnation, Lessor shall to the extent of 
its net severance damages received, over and above Lessee s Share of the 
legal and other expenses incurred by Lessor in the condemnation matter, 
repair any damage to the Premises caused by such condemnation authority. 
 Lessee shall be responsible for the payment of any amount in excess of 
such net severance damages required to complete such repair.
	
15.	Brokers' Fees.
	
15.1	Procuring Cause.  The Broker(s) named in Paragraph 1.10 is/are 
the procuring cause of this Lease.
	
15.2	Additional Terms.  Unless Lessor and Broker(s) have otherwise 
agreed in writing, Lessor agrees that: (a) if Lessee exercises any Option 
(as defined in Paragraph 39.1) granted under this Lease or any Option 
subsequently granted, or (b) if Lessee acquires any rights to the 
Premises or other premises in which Lessor has an interest, or (c) it 
Lessee remains in possession of the Premises with the consent of Lessor 
after the expiration of the term of this Lease after having failed to 
exercise an Option, or (d) if said Brokers are the procuring cause of any 
other lease or sale entered into between the Parties pertaining to the 
Premises and/or any adjacent property in which Lessor has an interest, or 
(e) it Base Rent is increased, whether by agreement or operation of an 
escalation clause herein, then as to any of said transactions, Lessor 
shall pay said Broker(s) a fee in accordance with the schedule of said 
Broker(s) in effect at the time of the execution of this Lease.
	
15.3	Assumption of Obligations.  Any buyer or transferee of Lessor's 
interest in this Lease, whether such transfer is by agreement or by 
operation of law, shall be deemed to have assumed Lessor's obligation 
under this Paragraph 15.  Each Broker shall be an intended third party 
beneficiary of the provisions of Paragraph 1.10 and of this Paragraph 15 
to the extent of its interest in any commission arising from this Lease 
and may enforce that right directly against Lessor and its successors.
	
15.4	Representations and Warranties.  Lessee and Lessor each represent 
and warrant to the other that it has had no dealings with any person, 
firm, broker or finder other than as named in Paragraph 1.10(a) in 
connection with the negotiation of this Lease and/or the consummation of 
the transaction contemplated hereby, and that no broker or other person, 
firm or entity other than said named Broker(s) is entitled to any 
commission or finder's fee in connection with said transaction.  Lessee 
and Lessor do each hereby agree to indemnity, protect, defend and hold 
the other harmless from and against liability for compensation or charges 
which may be claimed by any such unnamed broker, finder or other similar 
party by reason of any dealings or actions of the indemnifying Party, 
including any costs, expenses, and/or attorneys' fees reasonably incurred 
with respect thereto.
	
16.	Tenancy and Financial Statements.
	
16.1	Tenancy Statement.  Each Party (as "Responding Party") shall within 
ten (10) days after written notice from the other Party (the "Requesting 
Party") execute, acknowledge and deliver to the Requesting Party a 
statement in writing in a form similar to the then most current "Tenancy 
Statement" form published by the American Industrial Real Estate 
Association, plus such additional information, confirmation and/or 
statements as may be reasonably requested by the Requesting Party.
	
16.2	Financial Statement.  It Lessor desires to finance, refinance, or 
sell the Premises or the Building, or any part thereof, Lessee and all 
Guarantors shall deliver to any potential lender or purchaser designated 
by Lessor such financial statements of Lessee and such Guarantors as may 
be reasonably required by such lender or purchaser, including but not 
limited to Lessee's financial statements for the past three (3) years.  
All such financial statements shall be received by Lessor and such lender 
or purchaser in confidence and shall t>e used only for the purposes 
herein set forth.
	
17.	Lessor's Liability.  The term "Lessor" as used herein shall mean 
the owner or owners at the time in question of the fee title to the 
Premises, In the event of a transfer of Lessor's title or interest in the 
Premises or in this Lease, Lessor shall deliver to the transferee or 
assignee (in cash or by credit) any unused Security Deposit held by 
Lessor at the time of such transfer or assignment.  Except as provided in 
Paragraph 15.3, upon such transfer or assignment and delivery of the 
Security Deposit, as aforesaid, the prior Lessor shall be relieved of all 
liability with respect to the obligations and/or covenants under this 
Lease thereafter to be performed by the Lessor.  Subject to the 
foregoing, the obligations and/or covenants in this Lease to be performed 
by the Lessor shall be binding only upon the Lessor as hereinabove 
defined.
	
18.	Severability.  The invalidity of any provision of this Lease, as 
determined by a court of competent jurisdiction, shall in no way affect 
the validity of any other provision hereof.
	
19.	Interest an Past-Due Obligations.  Any monetary payment due Lessor 
hereunder, other than late charges, not received by Lessor within ten (1 
0) days following the date on which it was due, shall bear interest from 
the date due at the prime rate charged by the largest state chartered 
bank in the state in which the Premises are located plus four percent 
(4%) per annum, but not exceeding the maximum rate allowed by law, in 
addition to the potential late charge provided for in Paragraph 13.4.
	
20.	Time of Essence.  Time is of the essence with respect to the 
performance of all obligations to be performed or observed by the Parties 
under this Lease.
	
21.	Rent Defined.  All monetary obligations of Lessee to Lessor under 
the terms of this Lease are deemed to be rent.
	
22.	No Prior or other Agents; Broker Disclaimer.  This Lease contains 
all agreements between the Parties with respect to any matter mentioned 
herein, and no other prior or contemporaneous agreement or understanding 
shall be effective.  Lessor and Lessee each represents and warrants to 
the Brokers that it has made, and is relying solely upon, its own 
investigation as to the nature, quality, character and financial 
responsibility of the other Party to this Lease and as to the nature, 
quality and character of the Premises.  Brokers have no responsibility 
with respect thereto or with respect to any default or breach hereof by 
either Party.  Each Broker shall be an intended third party beneficiary 
of the provisions of this Paragraph 22.
	
23.	Notices.
	
23.1	Notice Requirements.  All notices required or permitted by this 
Lease shall be in writing and may be delivered in person (by hand or by 
messenger or courier service) or may be sent by regular, certified or 
registered mail or U.S. Postal Service Express Mail, with postage 
prepaid, or by facsimile transmission during normal business hours, and 
shall be deemed sufficiently given if served in a manner specified in 
this Paragraph 23.  The addresses noted adjacent to a Party's signature 
on this Lease shall be that Party's address for delivery or mailing of 
notice purposes.  Either Party may by written notice to the other specify 
a different address for notice purposes, except that upon Lessee's taking 
possession of the Premises, the Premises shall constitute Lessee's 
address for the purpose of mailing or delivering notice to Lessee.  A 
copy of all notices required or permitted to be given to Lessor hereunder 
shall be concurrently transmitted to such party or parties at such 
addresses as Lessor may from time to time hereafter designate by written 
notice to Lessee.
	
23.2	Date of Notice.  Any notice sent by registered or certified mail, 
return receipt requested, shall be deemed given on the date of delivery 
shown on the receipt card, or a no delivery date is shown, the postmark 
thereon.  If sent by regular mail, the notice shall be deemed given 
forty-eight (48) hours after the same is addressed as required herein and 
mailed with postage prepaid.  Notices delivered by United States Express 
Mail or overnight courier that guarantees next day of, a copy is also 
sent via delivery or map.  If notice is received on a Saturday or a 
Sunday or a holiday, it  be business day.
	
24.	Waivers.  No waiver by Lessor of the Default or Breach of any 
term, covenant or condition hereof by Lessee, shall be deemed a covenant 
or condition hereof, or of any subsequent Default or Breach by Losses of 
the same or any other term, covenant or condition hereof. or approval 
of, any such act shall riot be deemed to render unnecessary the 
obtaining of Lessor's consent to, or approval of, any  other term, a 
consent to, or similar act by Lessee, or be construed as the basis of an 
estoppel to enforce the provision or provisions of this Lease requiring 
such consent.  Regardless of Lessor's a of a Default or Breach at the 
time of accepting rent, the acceptance of rent by Lessor shall not be a 
waiver of any Default or Breach by Lessee of any provision hereof.  Any 
payment given Lessor by Lessee may be accepted by Lessor on account of 
moneys or damages due Lessor, notwithstanding any qualifying statements 
or conditions made by Lessee in connection therewith, which such 
statements and/or conditions shall be of no force or effect whatsoever 
unless specifically agreed to in writing by Lessor at or before the time 
of deposit of such payment.
	
25.	Recording.  Either Lessor or Lessee shall, upon request of the 
other, execute, acknowledge and deliver to the other a short form 
memorandum of  this, Lease for recording purposes.  The Party requesting 
recordation shall be responsible for payment of any fees or taxes 
applicable thereto.
	
26.	No Right To Holdover.  Lessee has no right to retain possession of 
the Premises or any part thereof beyond the expiration or earlier 
termination of this Lease.  In the event that Lessee holds over in 
violation of this Paragraph 26 then the Base Rent payable from and after 
the time of the expiration or earlier termination of this Lease shall be 
increased to 125% of the Base Rent applicable during the month 
immediately preceding such expiration or earlier termination.  Nothing 
contained herein shall be construed as a consent by Lessor to any holding 
over by Lessee.
	
27.	Cumulative Remedies.  No remedy or election hereunder but shall, 
wherever possible, be cumulative with all other remedies E law or in 
equity.
	
28.	Covenants end Conditions.  All provisions of this Lease to be 
observed or performed by Lessee are both covenants and conditions.
	
29.	Binding Effect; Choice of Law.  This Lease shall be binding upon 
the Parties, their personal representatives, successors and assigns and 
be governed by the laws of the State in which the Premises are located.  
Any litigation between the Parties hereto concerning this Lease shall be 
initiated in the county in which the Premises are located.
	
30.	Subordination; Attornment; Non-Disturbance.
	
30.1	Subordination.  This Lease and any Option granted hereby shall be 
subject and subordinate to any ground lease, mortgage, deed of trust, or 
other hypothecation or security device (collectively, "Security Device"), 
now or hereafter placed by Lessor upon the real property of which the 
Premises are a part, to any and all advances made on the security 
thereof, and to all renewals, modifications. consolidations, replacements 
and extensions thereof.  Lessee agrees that the Lenders holding any such 
Security Device shall have no duty, liability or obligation to perform 
any of the obligations of Lessor under this Lease, but that in the event 
of Lessor's default with respect to any such obligation, Lessee will give 
any Lender whose name and address have been furnished Lessee in writing 
for such purpose notice of Lessor's default pursuant to Paragraph 13.5. 
If any Lender shall elect to have this Lease and/or any Option granted 
hereby superior to the lien of its Security Device and shall give written 
notice thereof to Lessee, this Lease and such Options shall be deemed 
prior to such Security Device, notwithstanding the relative dates of the 
documentation or recordation thereof.
	
30.2	Attornment.  Subject to the non-disturbance provisions of Paragraph 
30.3, Lessee agrees to attorn to a Lender or any other party who acquires 
ownership of the Premises by reason of a foreclosure of a Security 
Device, and that in the event of such foreclosure, such new owner shall 
not: (i) be liable for any act or omission of any prior lessor or with 
respect to events occurring prior to acquisition of ownership, (ii) be 
subject to any offsets or defenses which Lessee might have against any 
prior lessor, or (iii) be bound by prepayment of more than one month's 
rent.
	
30.3	Non-Disturbance.  With respect to Security Devices entered into by 
Lessor after the execution of this lease.  Lessee's subordination of this 
Lease shall be subject to receiving assurance (a "non-disturbance 
agreement") from the Lender that Lessee's possession and this Lease, 
including any options to extend the term hereof, will not be disturbed so 
long as Lessee is not in Breach hereof and attorns to the record owner of 
the Premises.
	
30.4	Self-Executing.  The agreements contained in this Paragraph 30 
shall be effective without the execution of any further documentation 
provided, however, that upon written request from Lessor or a Lender in 
connection with a sale, financing or refinancing of Premises, Lessee and 
Lessor shall execute such further writings as may be reasonably required 
to separately document any such subordination or non-subordination, 
attornment and/or non-disturbance agreement as is provided for herein.
	
31.	Attorneys' Fees.  If any Party or Broker brings an action or 
proceeding to enforce the terms hereof or declare rights hereunder, the 
Prevailing Party (as hereafter defined) in any such proceeding, action, 
or appeal thereon, shall be entitled to reasonable attorneys' fees.  Such 
fees may be awarded in the same suit or recovered in a separate suit, 
whether or not such action or proceeding is pursued to decision or 
judgment.  The term "Prevailing Party" shall include, without limitation, 
a Party or Broker who substantially obtains or defeats the relief sought, 
as the case may be, whether by compromise, settlement, judgment, or the 
abandonment by the other Party or Broker of its claim or defense.  The 
attorneys' fee award shall not be computed in accordance with any court 
fee schedule, but shall be such as to fully reimburse all attorneys' fees 
reasonably incurred.  Lessor shall be entitled to attorneys' fees, costs 
and expenses incurred in preparation and service of notices of Default 
and consultations in connection therewith, whether or not a legal action 
is subsequently commenced in connection with such Default or resulting 
Breach.  Broker(s) shall be intended third party beneficiaries of this 
Paragraph 31.
	
32.	Lessor's Access; Showing Premises; Repairs.  Lessor and Lessor's 
agents shall have the right to enter the Premises  in the case of an 
emergency, and otherwise at reasonable times for the purpose of showing 
he same to prospective purchasers, lenders, or lessees, and making such 
alterations, repairs, improvements or additions to the Premises or to 
the Building, as Lessor may reasonably deem necessary.  Lessor may at 
any time place on or about the Premises or Building any ordinary 'For 
Sale' signs and Lessor may at any time during the last one hundred 
eighty (180) days of the term hereof place on or about the Promises any 
ordinary "For Lease" signs, All such activities of Lessor shall be 
without abatement of rent or liability to Lessee.
	
33.	Auctions.  Lessee shall not conduct, nor permit to be conducted, 
either voluntarily or involuntarily, any auction upon the Premises 
without first having obtained Lessor's prior written consent.  
Notwithstanding anything to the contrary in this Lease, Lessor shall not 
be obligated to exercise any standard of reasonableness	in 
determining whether to grant such consent.
	
34.	Signs.  Lessee shall not place any sign upon the exterior of the 
Premises or the Building, except that Lessee may, with Lessor's prior 
written consent, install (but not on the roof) such signs as are 
reasonably required to advertise Lessee's own business so long as such 
signs are in a location designated by Lessor and comply with Applicable 
Requirements and the signage criteria established for the Industrial 
Center by Lessor.  The installation of any sign on the Premises by or for 
Lessee shall be subject to the provisions of Paragraph 7 (Maintenance, 
Repairs, Utility Installations, Trade Fixtures and Alterations).  Unless 
otherwise expressly agreed herein, Lessor reserves all rights to the use 
of the roof of the Building, and the right to install advertising signs 
on the Building, including the roof, which do not unreasonably interfere 
with the conduct of Lessee's business; Lessor shall be entitled to all 
revenues from such advertising signs.
	
35.	Termination; Merger.  Unless specifically stated otherwise in 
writing by Lessor, the voluntary or other surrender of this Lease by 
Lessee, the mutual termination or cancellation hereof, or a termination 
hereof by Lessor for Breach by Lessee, shall automatically terminate any 
sublease or lesser estate in the Premises provided, however, Lessor 
shall, in the event of any such surrender, termination or cancellation, 
have the option to continue any one or all of any existing subtenancies. 
 Lessor's failure within ten (10) days following any such event to make 
a written election to the contrary by written notice to the holder of any 
such lesser interest, shall constitute Lessor's election to have such 
event constitute the termination of such interest.
	
36.	Consents.
	
	(a)	Except for Paragraph 33 hereof (Auctions) or as otherwise 
provided herein, wherever in this Lease the consent of a Party is 
required to an act by or for the other Party, such consent shall not be 
unreasonably withheld or delayed.  Lessor's actual reasonable costs and 
expenses (including but not limited to architects', attorneys', 
engineers' and other consultants' fees) incurred in the consideration of, 
or response to, a request by Lessee for any Lessor consent pertaining to 
this Lease or the Premises, including but not limited to consents to an 
assignment a subletting or the presence or use of a Hazardous Substance, 
shall be paid by Lessee to Lessor upon receipt of an invoice and 
supporting documentation therefor.  In addition to the deposit described 
in Paragraph 12.2(e), Lessor may, as a condition to considering any such 
request by Lessee, require that Lessee deposit with Lessor an amount of 
money (in addition to the Security Deposit held under Paragraph 5) 
reasonably calculated by Lessor to represent the cost Lessor will incur 
in considering and responding to Lessee's request.  Any unused portion of 
said deposit shall be refunded to Lessee without interest.  Lessor's 
consent to any act, assignment of this Lease or subletting of the 
Premises by Lessee shall not constitute an acknowledgment that no Default 
or Breach by Lessee of this Lease exists, nor shall such consent be 
deemed a waiver of any then existing Default or Breach, except as may be 
otherwise specifically stated in writing by Lessor at the time of such 
consent.
	
	(b)	All conditions to Lessor's consent authorized by this Lease 
are acknowledged by Lessee as being reasonable.  The failure to specify 
herein any particular condition to Lessor's consent shall not preclude 
the impositions by Lessor at the time of consent of such further or other 
conditions as are then reasonable with reference to the particular matter 
for which consent is being given.
	
37.	Guarantor.
	
37.1	Form of Guaranty.  It there are to be any Guarantors of this Lease 
per Paragraph 1.11, the form of the guaranty to be executed by each such 
Guarantor shall be in the form most recently published by the American 
Industrial Real Estate Association, and each such Guarantor shall have 
the same obligations as Lessee under this lease, including but not 
limited to the obligation to provide the Tenancy Statement and 
information required in Paragraph 16.
	
37.2	Additional Obligations of Guarantor.  It shall constitute a Default 
of the Lessee u6der this Lease if any such Guarantor fails or refuses, 
upon reasonable request by Lessor to give: (a) evidence of the due 
execution of the guaranty called for by this Lease, including the 
authority of the Guarantor (and of the party signing on Guarantor's 
behalf) to obligate such Guarantor on said guaranty, and resolution of 
its board of directors authorizing the making of such guaranty, together 
with a certificate of incumbency showing the signatures of the persons 
authorized to sign on its behalf, (b) current financial statements of 
Guarantor as may from time to time be requested by Lessor, (c) a Tenancy 
Statement, or (d) written confirmation that the guaranty is still in 
effect.
	
38.	Quiet Possession. Upon payment by Lessee of the rent for the 
Premises and the performance of all of the covenants, conditions and 
provisions on Lessee's part to be observed and performed under this 
Lease, Lessee shall have quiet possession of the Premises for the entire 
term hereof subject to all provisions of this Lease.
	
39.1	Definition.  As used in this Lease, the word 'Option" has the 
following meaning: (a) the right to extend the term of this Lease or to 
this Lease or the term extend or any that Lessee has on other property of 
Lessor; (b) the right of first refusal to lease the Promises or the right 
of first offer to lease the in or the right of first refusal to lease 
other property of Lessor or the right of first offer to lease other 
property of Lessor; (c) the right to purchase the Premises, or the right 
of first refusal to purchase the Premises, or the right of first offer to 
purchase the Premises, or the right to purchase other property of Lessor, 
or the right of first refusal to purchase other property of Lessor, or 
the right of first offer to purchase other property of Lessor.
	
39.2	Options to Original Lease. Each Option granted to Lessee in this 
Lease is personal to the original Lessee named in Paragraph 1.1 hereof, 
and cannot be voluntarily or involuntarily assigned or exercised by any 
person or entity other than said original Lessee while the original 
Lessee is in full and actual possession of the Premises and without the 
intention of thereafter assigning or subletting.  The Options, if any, 
herein granted to Lessee are not assignable, either as a part of an 
assignment of this Lease or separately or apart therefrom, and no Option 
may be separated from this Lease in any manner, by reservation or 
otherwise.
	
39.3	Multiple Options.  In the event that Lessee has any multiple 
Options to extend or renew this Lease, a later option cannot be exercised 
unless the prior Options to extend or renew this Lease have been validly 
exercised.

39.4	Effect of Default on Options.
	
	(a)	Lessee shall have no right to exercise an Option, 
notwithstanding any provision in the grant of Option to the contrary: (i) 
during the period commencing with the giving of any notice of Default 
under Paragraph 13.1 and continuing until the noticed Default is cured, 
or (ii) during the period of time any monetary obligation due Lessor from 
Lessee is unpaid (without regard to whether notice thereof is given 
Lessee), or (iii) during the time Lessee is in Breach of this Lease, or 
(iv) in the event that Lessor has given to Lessee three (3) or more 
notices of separate Defaults under Paragraph 13.1 during the twelve (12) 
month period immediately preceding the exercise of the Option, whether or 
not the Defaults are cured.
	
	(b)	The period of time within which an Option may be exercised 
shall not be extended or enlarged by reason of Lessee's inability to 
exercise an Option because of	the provisions of Paragraph 39.4(a)
	
	(c)	All rights of Lessee under the provisions of an Option shall 
terminate and be of no further force or effect, notwithstanding Lessee's 
due and timely exercise of the Option, 0, after such exercise and during 
the term of this Lease, (i) Lessee fails to pay to Lessor a monetary 
obligation of Lessee for a period of thirty (30) days after such 
obligation becomes due (without any necessity of Lessor to give notice 
thereof to Lessee), or (ii) Lessor gives to Lessee three (3) or more 
notices of separate Defaults under Paragraph 13.1 during any twelve (12) 
month period, whether or not the Defaults are cured, or (iii) it Lessee 
commits a Breach of this Lease.
	
40.	Rules and Regulations.  Lessee agrees that it will abide by, and 
keep and observe all reasonable rules and regulations ('Rules and 
Regulations') which Lessor may make from time to time for the 
management, safety, care, and cleanliness of the grounds, the parking 
and unloading of vehicles and the preservation of good order, as well as 
for the convenience of other occupants or tenants of the Building and 
the Industrial Center and their invitees.
	
41.	Security Measures.  Lessee hereby acknowledges that the rental 
payable to Lessor hereunder does not include the cost of guard service 
or other security measures, and that Lessor shall have no obligation 
whatsoever to provide same.  Lessee assumes all responsibility for the 
protection of the Premises, Lessee, its agents and invitees and their 
property from the acts of third parties.
	
42.	Reservations.  Lessor reserves the right, from time to time, to 
grant, without the consent or joinder of Lessee, such easements, rights 
of way, utility raceways, and dedications that Lessor deems necessary, 
and to cause the recordation of parcel maps and restrictions, so long as 
such easements, rights of way, utility raceways, dedications, maps and 
restrictions do not reasonably interfere with the use of the Premises by 
Lessee.  Lessee agrees to sign any documents reasonably requested by 
Lessor to effectuate any such easement rights, dedication, map or 
restrictions.
	
43.	Performance Under Protest.  If at any time a dispute shall arise as 
to any amount or sum of money to be paid by one Party to the other under 
the provisions hereof, the Party against whom the obligation to pay the 
money is asserted shall have the right to make payment 'under protest" 
and such payment shall not be regarded as a voluntary payment and there 
shall survive the right on the part of said Party to institute suit for 
recovery of such sum.  If it shall be adjudged that there was no legal 
obligation on the part of said Party to pay such sum or any part thereof, 
said Party shall be entitled to recover such sum or so much thereof as it 
was not legally required to pay under the provisions of this Lease.
	
44.	Authority.  It either Party hereto is a corporation, trust, or 
general or limited partnership, each individual executing this Lease on 
behalf of such entity represents and warrants that he or she is duly 
authorized to execute and deliver this Lease on its behalf.  If Lessee 
is a corporation, trust or partnership, Lessee shall, within thirty (30) 
days after request by Lessor, deliver to Lessor evidence satisfactory to 
Lessor of such authority.
	
45.	Conflict.  Any conflict between the printed provisions of this 
Lease and the typewritten or handwritten provisions shall be controlled 
by the typewritten or handwritten provisions.
	
46.	Offer.  Preparation of this Lease by either Lessor or Lessee or 
Lessor's agent or Lessee's agent and submission of same to Lessee or 
Lessor shall not be deemed an offer to lease.  This Lease is not 
intended to be binding until executed and delivered by all Parties 
hereto.
	
47.	Amendments.  This Lease may be modified only in writing, signed by 
the parties in interest at the time of the modification.  The Parties 
shall amend this Lease from time to time to reflect any adjustments that 
are made to the Base Rent or other rent payable under this Lease.  As 
long as they do not materially change Lessee's obligations hereunder, 
Lessee agrees to make such reasonable non-monetary modifications to this 
Lease as may be reasonably required by an institutional insurance company 
or pension plan Lender in connection with the obtaining of normal 
financing or refinancing of the property of which the Premises are a 
part.
	
48.	Multiple Parties.  Except as otherwise expressly provided herein, 
if more than one person or entity is named herein as either Lessor or 
Lessee, the obligations of such multiple parties shall be the joint and 
several responsibility of all persons or entities named herein as such 
Lessor or Lessee.

	LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND 
EACH TERM AND PROVISION CONTAINED HEREIN, AND BY THE EXECUTION OF THIS 
LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO.  THE PARTIES 
HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS 
LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE 
OF LESSOR AND LESSEE WITH RESPECT TO THE PREMISES.
	
	IF THIS LEASE HAS BEEN FILLED IN, IT HAS BEEN PREPARED FOR YOUR 
ATTORNEYS REVIEW AND APPROVAL FURTHER, EXPERTS SHOULD BE CONSULTED M 
EVALUATE THE CONDITION OF THE PROPERTY FOR THE POSSIBLE PRESENCE OF 
ASBESTOS, UNDERGROUND STORAGE LAWS OR HAZARDOUS SUBSTANCES.  NO 
REPRESENTATION OR RECOMMENDATION IS MADE BY THE AMERICAN INDUSTRIAL REAL 
ESTATE ASSOCIATION OR BY THE REAL ESTATE BROKERS OR THEIR CONTRACTORS, 
AGENTS OR EMPLOYEES AS M THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX 
CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT RELATES; THE 
PARTIES SHALL RELY SOLELY UPON THE ADVICE OF THEIR OWN COUNSEL AS TO THE 
LEGAL AND TAX CONSEQUENCES OF THIS LEASE.  IF THE SUBJECT PROPERTY IS IN 
A STATE OTHER THAN CALIFORNIA, AN ATTORNEY FROM THE STATE WHERE THE 
PROPERTY IS LOCATED SHOULD BE CONSULTED.
	
	
	The parties hereto have executed this Lease at the place and on the 
dates specified above their respective signatures.

Executed at:                                                      
Executed at:
on:                                                                      
on:
	
By LESSOR:				By LESSEE:
	
First American Trust Company		Orange National Bank, a National 
Banking Association
Trustee of the Pauline Ravpra Trust	
	
BROKER: Matlow-Kennedy Commercial	BROKER:	Gary Mierau
	Real Estate Services
	at: Long Beach, CA	Executed at:	Irvine, CA
	
	
	
OPTION(S) TO EXTEND
	
ADDENDUM TO
STANDARD LEASE
	
Dated July 25, 1997 By and Between (Lessor First American Trust company, 
Trustee of the Pauline Ravera Trust (Lessee) Orange National Bank, a 
National Banking Association
	
Property Address: 800 Glenneyre, Laguna Beach, CA Paragraph 49

	A.	OPTION(S) TO EXTEND:
	
	Lessor hereby grants to Lessee the option to extend the term of 
this Lease for additional 60 month period(s) commencing when the prior 
term expires upon each and all of the following terms and conditions:
	
	(i)	Lessee gives to Lessor. and Lessor actually receives on a 
date which is prior to the date that the option period would commence (if 
exercised) by at least 6 and not more than 12 months, a written notice of 
the exercise of the option(s) to extend this Lease for said additional 
term(s), time being of essence.  If said notification of the exercise of 
said option(s) is (are) not so given and received, the option(s) shall 
automatically expire, said option(s) may (if more than one) only be 
exercised consecutively,
	
	(ii) The provisions of paragraph 39. including the provision 
relating to default of Lessee set forth in paragraph 39.4 of this Lease 
are conditions of this Option,
	
	(iii)	All of the terms and conditions of this Lease except where 
specifically modified by this option shall apply:
	
	(iv)	The monthly rent for each month of the option period shall be 
calculated as follows, using the method(s) indicated below:
	
	(Check Method(s) to be Used and Fill in Appropriately)
	
I.         Cost of Living Adjustment(s) (COL)
	(a)	On (Fill in COL Adjustment Date(s): monthly rent payable 
under paragraph 1.5 ("Base Rent") of the attached Lease shall be adjusted 
by the change, if any, from the Base Month specified below, in the 
Consumer Price Index of the Bureau of Labor Statistics of the U.S. 
Department of Labor for (select one). -- CPI W (Urban Wage Earners and 
Clerical Workers) or -- CPI U (All Urban Consumers), for (Fill in Urban 
Area): All Items (1982-1984 - 100), herein referred to as "C.P.I."
	
	(b)	The monthly rent payable in accordance with paragraph AI(a) 
of this Addendum shall be calculated as follows the Base Rent set forth 
in paragraph 1.5 of the attached Lease, shall be multiplied by a fraction 
the numerator of which shall be the C.Pl. of the calendar month 2 (two) 
months prior to the month(s) specified in paragraph AI(a) above during 
which the adjustment is to take effect and the denominator of which shall 
be the CPI of the calendar month which is two (2) months prior to (select 
one): -- the first month of the term of this Lease as set forth in 
paragraph 1.3 ("Base Month") or -- (Fill in Other "Base Month"), The sum 
so calculated shall constitute the new monthly rent hereunder, but in no 
event, shall any such new monthly rent be less than the rent payable for 
the month immediately preceding the date for rent adjustment.
	
	(c)	In the event the compilation and/or publication of the C.Pl. 
shall be transferred to any other governmental department or bureau or 
agency or shall be discontinued, then the index most nearly the same as 
the CPI shall be used to make such calculation.  In the event that Lessor 
and Lessee cannot agree on such alternative index, then the matter shall 
be submitted for decision to the American Arbitration Association in 
accordance with the then rules of said association and the decision of 
the arbitrators shall be binding upon the parties.  The cost of said 
Arbitrators shall be paid equally by Lessor and Lessee.
	
II.        Market Rental Value Adjustment(s) (MRV)
	(a)        On (Fill in MRV Adjustment Date(s))  August 25, 2007 the 
monthly rent payable under paragraph 1.5 ("Base Rent") of the attached 
Lease shall be adjusted to the "Market Rental Value" of the property as 
follows:
	
		1 ) Four months prior to the Market Rental Value (MRV) 
Adjustment Date(s) described above, Lessor and Lessee shall meet to 
establish an agreed upon new MRV for the specified term.  If agreement 
cannot be reached, then:
	
			Lessor and Lessee shall immediately appoint a mutually 
acceptable appraiser or broker to establish the new MRV within the next 
30 days.  Any associated costs will be split equally between the 
parties, or
		ii)	Both Lessor and Lessee shall each immediately select 
and pay the appraiser or broker of their choice to establish a MRV within 
the next 30 days.  If, for any reason, either one of the appraisals is 
not completed within the next 30 days, as stipulated, then the appraisal 
that is completed at that time shall automatically become the new MRV If 
both appraisals are completed and the two appraisers/brokers cannot agree 
on a reasonable average MRV then they shall immediately select a third 
mutually acceptable appraiser/broker to establish a third M RV within the 
next 30 days.  The average of the two appraisals closest in value shall 
then become the new MRV.   The costs of the third appraisal will be split 
equally between the parties.
	
		2)	In any event, the new MRV shall not be less than a 12% 
increase on the rent payable for the month immediately preceding the date 
for rent adjustment, or more than 25%, for the option period.
	
	
		(b)	Upon the establishment of each New Market Rental Value 
as described in paragraph All.
	
		1)	the monthly rental sum so calculated for each term as 
specified in paragraph All(a) will become the new "Base Rent" for the 
purpose of calculating any further Cost of Living Adjustments as 
specified in paragraph AI(a) above and 2) the first month of each Market 
Rental Value term as specified in paragraph All(a) shall become the new 
"Base Month" for the purpose of calculating any further Cost of Living 
Adjustments as specified in paragraph AI(b).
	
III.         Fixed Rental Adjustment(s) (FRA)
	
	The monthly rent payable under paragraph 1.5 ("Base Rent") of the 
attached Lease shall be increased to the following amounts on the dates 
set forth below:
	
(Fill in FRA Adjustment Date(s)):  The New Base Rental shall be:
	
	B.	NOTICE: Unless specified otherwise herein, notice of any 
escalations other than Fixed Rental Adjustments shall be made as 
specified in paragraph 23 of the attached Lease.
	
	C.	BROKER'S FEE:
	
	The Real Estate Brokers specified in paragraph 1.10 of the attached 
Lease shall be paid a Brokerage Fee for each adjustment specified above 
in accordance with paragraph 15 of the attached Lease.
	
	
ADDENDUM NO.1
TO
STANDARD OFFICE LEASE - GROSS
	
	
	Reference is made to the Lease, dated July 25, 1997, by and between 
First American Trust Company, hereinafter "Lessor", and Orange National 
Bank, hereinafter "Lessee", for the property located at 800 Glenneyre, 
Laguna Beach, California.  This Addendum No. I shall serve to amend, 
modify and supplement and, to the degree inconsistent with, shall 
supersede said Lease.
	
	50)	Early Possession
	
	Lessee acknowledges that he is currently in possession of the 
premises and is accepting the premises in their "as is" conditions.  
There are no representations or warranties by Lessor as to the condition 
of the premises or as to its compliance with any applicable building 
code, regulations or ordinances in effect on the lease term commencement 
date.
	
	51)	Base Rent
	
	The Base Rent as defined in Paragraph 1.5 shall be fixed for years 
I through 5 and shall increase to $11,125.00 for years 6 through 10.
	
	52)	Common Areas - Rules and Regulations
	
	Paragraph 2.9, Sentence 2 is modified to read as follows:
	
	"Provided such rules and regulations do not materially interfere 
with the ability of Tenant to conduct its business on the premises, 
Lessee agrees to abide by and conform to all such Rules and Regulations, 
and to cause its employees, suppliers, shippers, customers, contractors 
and invitees to so abide and conform."
	
	53)	Common Areas - Changes
	
	Paragraph 2. 10 of the Lease is modified by the addition of the 
following sentence:
	
	"Provided any such change in the Common Area does not materially 
and adversely affect access or parking for the premises."
	
	54)	Rent
	
	The first sentence in Paragraph 4.1 of the Lease is hereby amended 
to read as follows:
	
	"Lessee shall pay Base Rent and other rent or charges, as the same 
may be adjusted from time to time, to Lessor in lawful money of the 
United States, without offset or deduction, except as otherwise provided 
for in this Lease, on or before the day on which it is due under the 
terms of this Lease."
	
	55)	Inspection: Compliance with Law
	
	The first sentence in Paragraph 6.4 of the Lease is hereby amended 
to read as follows:
	
	"Lessor, Lessor's agents, employees, contractors and designated 
representatives, and the holders of any mortgages, deeds of trust or 
ground leases on the Premises ("Lenders") shall have the right to enter 
the Premises at any time in the case of an emergency, and otherwise at 
reasonable times after reasonable notice and opportunity to provide 
adequate supervision and security for the purpose of inspecting the 
condition of the Premises and for verifying compliance by Lessee with 
this Lease and all Applicable Requirements (as defined in Paragraph 6.3), 
and Lessor shall be entitled to employ experts and/or consultants in 
connection therewith to advise Lessor with respect to Lessee's 
activities, including but not limited to Lessee's installation, 
operation, use, monitoring, maintenance, or removal of any hazardous 
Substance on or from the Premises."
	
	
	56)	Maintenance, Repairs, Utility Installations, Trade Fixtures 
and Alterations
	
	Paragraph 7.1(a) shall be amended by the addition of the following 
phrase to the end of the paragraph:
	
	"ordinary wear and tear excepted."
	
	57)	Lessor's Obligations
	
	Paragraph 7.2(a) is hereby added to the Lease to read as follows in 
its entirety:
	
	"Lessee shall have the right to repair and deduct from their rent 
the cost of such repairs only after Lessor fails to repair the premises 
after adequate written notice.  Lessor shall be allowed a reasonably time 
to make the repairs after notification."
	
	58)	Abatement of Rent
	
	Paragraph 9.6(c) is hereby added to the Lease to read as follows in 
its entirety:
	
	"Lessor shall use due diligence in the completion of construction. 
 In the event construction is not completed within six (6) months of the 
beginning of actual work on the premises or eight (8) months in the event 
of Total Destruction.  Lessee may give Lessor and lender written notice 
of intent to terminate if construction is not completed within sixty (60) 
days."
	
	59)	Assignment and Subletting
	
	Paragraph 12.  I (b) is hereby amended to read as follows:
	
	"A change in the control of Lessee shall not constitute an 
assignment requiring Lessor's consent, so long as the acquiring entity is 
of a similar business as the existing Lessee and is subject to Paragraph 
6.2 and 12. 1 (c).
	
	60)	Hazardous Substances
	
	Paragraph 6.2(c) Indemnification is hereby amended to read as 
follows:
	
	Either party hereto in the event of it bringing Hazardous 
Substances to the premises shall be known as the Defaulting Party 
("Defaulting Party").  Said Defaulting Party shall indemnify, protect, 
defend and hold Non-Defaulting Party, its agents, employees, lenders and 
ground lessor, if any, and the Premises, harmless from and against any 
and all damages, liabilities, judgments, costs, claims, liens, expenses, 
penalties, loss of permits and attorneys and consultants' fees arising 
out of or involving any Hazardous Substances brought onto the Premises by 
Defaulting Party or by anyone under Defaulting Parties control.  
Defaulting Parties obligations under this Paragraph 6.2(c) shall include, 
but not be limited to, the effects of any contamination or injury to 
person, property or the environment created or suffered by Defaulting 
Party, and the cost of investigation (including consultants' and 
attorneys' fees and testing), removal, remediation, restoration and/or 
abatement thereof, or of any contamination therein involved, and shall 
survive the expiration or earlier termination of this Lease.  No 
termination, cancellation or release agreement entered into by Lessor and 
Lessee shall release Defaulting Party from its obligation under this 
Lease with respect to Hazardous Substances, unless specifically so agreed 
by Non-Defaulting Party in writing at the time of such agreement.
	
	61)	Insurance, Indemnity
	
	Paragraph 8.7 Indemnity is hereby amended to read as follows:
	
	Either party hereto, in the event of its negligence, misconduct or 
breach of any term or provision of this Lease shall be known as the 
Defaulting Party ("Defaulting Party").  Said Defaulting Party shall 
indemnify, defend and hold harmless the other party from and against (i) 
any and all liabilities, penalties, losses, damages, costs and expenses, 
demands, causes of action, claims or judgments in connection with any 
injury or death to persons or damage to property occurring within the 
Premises, the Common Area or Building in which the Subleased Premises are 
located, or as a result of any accident or other occurrence occasioned by 
act or omission of the Defaulting Party, its officers, employees, agents, 
servants, subtenants, concessionaires, contractors or visitors, or 
arising from the use, maintenance, occupation or operation of the 
Premises; (11) any breach of any term or provision of the Lease, 
violation of any statute, ordinance or law by a Defaulting Party; and 
(iii) all legal costs and charges, including reasonable attorneys' fees, 
in connection with the above matters and defense of any action arising 
out of the same or in discharging the Premises from any and all liens, 
charges or judgments which may accrue or be placed thereon by any reason 
of any act or omission of the Defaulting Party.
	
	62)	Use. 6.3 Lessee's Compliance with Requirements "Applicable 
Requirements".  Notwithstanding the provisions of Paragraph 6.3, the 
party responsible for the maintenance of that portion of the Premises as 
set forth in Paragraph 7, shall be the party responsible for compliance 
with Applicable Requirements affecting or relating to such portion of the 
Premises.
	
	
	
	LESSOR                                                LESSE
	
	
	
BUILDING OPERATING COST ADDENDUM (BOCA)
	
	1.	Building Operating Costs is defined as those expenses which 
are paid by Tenant.  Notwithstanding anything to the contrary, the 
following items shall be excluded from the calculation of Building 
Operating Costs:
	
	(a)	any expenses which under generally accepted accounting 
principles and sound management practices consistently applied would not 
be considered a normal maintenance or operating expense;
	
	(b)	all costs associated with the operation of the business of 
the entity which constitutes "Landlord" (as distinguished from the costs 
of Building operations) including, but not limited to, Landlord's or 
Landlord's Managing Agents general corporate overhead and general 
administrative expenses or such costs that would be normally included in 
a management fee (e.g., placement fees for management-level employees, 
risk management costs, corporate accounting, employee training programs, 
health/sports club dues, tickets to special events, bank charges, etc.);
	
	(c)	costs incurred by Landlord in connection with the correction 
of defects in design and construction of the Building or Project;
	
	(d)	costs of a capital nature, including, but not limited to, 
capital improvements, capital repairs, capital equipment, and capital 
tools, all as determined in accordance with generally accepted accounting 
principles and sound management practices consistently applied, except 
costs of 1) any capital improvement made to the Building which 
improvement actually reduces Building Operating Costs, limited to the 
amount of actual savings realized or 2) which is required by government 
regulation enacted following Tenant's occupancy the amount of all such 
costs to be amortized on a straight-line basis over the useful life or 3) 
any cost incurred that is considered recurring, routine maintenance 
(e.g., painting of the common area and replacement of common area carpet, 
the aggregate cost of which does not exceed $10,000 in any Lease Year 
for any particular project), the amount of all such costs to be amortized 
on a straight-line basis over the useful life;
	
	(e)	any costs of any services said or provided to tenants or 
other occupants for which Landlord or Managing Agent is entitled to be 
reimbursed by such tenants or other occupants as an additional charge or 
rental over and above the basic rent (and escalation's thereof);
	
	(f)	expenses in connection with services or other benefits which 
are provided to another tenant or occupant and do not benefit Tenant;
	
	(g)	overhead or profits paid to subsidiaries or affiliates of 
Landlord, or to any party as a result of a non-competitive selection 
process, for management or other services to the Building, or far 
supplies or other materials, to the extent that the costs of such 
services, supplies, or materials exceed the costs that would have been 
paid had the services, supplies or materials been provided by parties 
unaffiliated with the Landlord on a competitive basis and is consistent 
with that utilized by similar buildings in the same metropolitan area in 
which the Building is located;
	
	(h)	wages, salaries and other compensation paid to any executive 
employee of Landlord or Landlord's Managing Agent above the grade of 
Building Manager,
	
	(i)	any cost or expense related to removal, cleaning, abatement 
or remediation of "hazardous material" in or about the Building/Common 
Area or real property, including without limitation, hazardous substances 
in the ground water or soil; unless caused by acts of the Lessee.
	
	(j)	advertising and promotional costs including tenant relation 
programs and events;
	
	(k)	Landlord's gross receipts taxes, personal and corporate 
income taxes, inheritance and estate taxes, other business taxes and 
assessments, franchise, gift and transfer taxes, and all other real 
estate taxes relating to a period or payable outside the term of the 
Lease;
	
	(1)	any fines, costs, penalties or interest resulting from the 
negligence, misconduct or omission of the Landlord or its agents, 
contractors, or employees;
	
	(m) any costs, fees, dues, contributions or similar expenses for 
political charitable, industry association or similar organizations;
	
	(n)	any rental and any associated costs, either actual or not, 
for the Landlord's or Landlord's Managing Agent's management and/or 
leasing office;
	
	(o)	acquisition costs for sculptures, paintings, or other objects 
of art or the display of such items;
	
	
	(p)	costs incurred in connection with the original design and 
construction of the Building or Project or any major changes to same, 
including but not limited to additions or deletions of floors, 
renovations of the common areas (except as expressly permitted under 
Paragraph I (d) above).  Upgrades of major Building or Project systems 
and the repair of damage to the Building or Project in connection with 
any types of casualty, event of damage or destruction or condemnation;
	
	(q)	costs incurred in connection with upgrading the Building to 
comply with disability or life insurance requirements, or life safety 
codes, ordinances, statutes, or other laws in effect prior to the 
Commencement Date, including without limitation the Americans With 
Disabilities Act, including penalties or damages incurred as a result of 
non-compliance;
	
	AUDIT BY TENANT
	
	2(a) Landlord shall provide to Tenant in substantial detail each 
year the calculations performed to determine the Building Operating Costs 
in accordance with the paragraph 4.2d of the Lease.  Landlord shall show 
by account the total operating costs for the Building and all adjustments 
corresponding to the requirements as set forth.  Landlord shall provide 
in reasonable detail the calculation of Tenant's prorata share of the 
Building Operating Costs as defined in the Lease.
	
	Landlord shall also provide the average Building occupancy for such 
year.
	
	(b)	Tenant shall have the right, at its own cost and expense (of 
which Tenant is not required to pay Landlord's costs of complying with 
such audit provision), to audit or inspect Landlord's detailed records 
each year with respect to Building Operating Costs, as well as all other 
additional rent payable by Tenant pursuant to the Lease for any Lease 
Year (not to exceed one time per year).  Landlord shall utilize, and 
cause to be utilized, accounting records and procedures for each Lease 
Year conforming to generally accepted accounting principles consistently 
applied with respect to all of the Building Operating Costs for such 
Lease Year, including without limitation, all payments for Building 
Operating Costs, to enable the audit or inspection by Tenant pursuant to 
this clause to be conducted Pursuant to the foregoing, Landlord shall be 
obligated to keep such records for all Lease Years associated with this 
Lease until two (2) years following the termination of the Lease.  Tenant 
shall give Landlord not less than ten (10) business days prior written 
notice of its intention to conduct any such audit Landlord shall 
cooperate with Tenant during the course of such audit, which shall be 
conducted during normal business hours in Landlord's Building management 
office Landlord agrees to make such personnel available to Tenant as is 
reasonably necessary for Tenant, Tenant's employees and agents, to 
conduct such audit.  Landlord shall make such records available to 
Tenant, Tenant's employees and agents, for inspection during normal 
business hours Tenant, Tenant's employees and agents, shall be entitled 
to make photostatic copies of such records, provided Tenant bears the 
expense of such copying, and further provided that Tenant keeps such 
copies in a confidential manner and does not show or distribute such 
copies to any other third party
	
	(c)	The results of such audit, as reasonably determined by both 
parties, shall be binding upon Landlord and Tenant If such audit 
discloses that the amount paid by Tenant as Tenant's Share of Building 
Operating Costs, or of other additional rental payable pursuant to the 
Lease, has been overstated by more than three percent (3%), then, in 
addition to immediately repaying such overpayment and associated interest 
to Tenant, Landlord shall also pay the costs incurred by Tenant in 
connection with such audit (which cost shall not exceed the amount 
overcharged repaid or credited to Tenant).
	
	
	
	
	INITIAL
	
RULES AND REGULATIONS FOR
STANDARD OFFICE LEASE
	
	Dated:   July 25, 1997
	
	By and Between   First American Trust Company, Trustee of the 
Pauline Ravera Trust, as Lessor and
	
		Orange National Bank, a National Banking Association, as 
Lessee
	
GENERAL RULES
	
1.	Lessee shall not suffer or permit the obstruction of any Common 
Areas, including driveways, walkways and stairways.
	
2.	Lessor reserves the right to refuse access to any persons Lessor 
in good faith judges to be a threat to the safety, reputation, or 
property of the Office Building Project and its occupants.
	
3.	Lessee shall not make or permit any noise or odors that annoy or 
interfere with other lessees or persons having business within the 
Office Building Project.

4.	Lessee shall not keep animals or birds within the Office Building 
Project, and shall not bring bicycles, motorcycles or other vehicles 
into areas not designated as authorized for same.
	
5.	Lessee shall not make, suffer or permit litter except in 
appropriate receptacles for that purpose.
	
6.	Lessee shall not alter any lock or install new or additional locks 
or bolts.
	
7.	Lessee shall be responsible for the inappropriate use of any 
toilet rooms, plumbing or other utilities.  No foreign substances of any 
kind are to be inserted therein.
	
8.	Lessee shall not deface the walls, partitions or other surfaces of 
the premises or Office Building Project.
	
9.	Lessee shall not suffer or permit any thing in or around the 
Premises or Building that causes excessive vibration or floor loading in 
any part of the Office Building Project.
	
10.	Furniture, significant freight and equipment shall be moved into 
or out of the building only with the Lessor's knowledge and consent, and 
subject to such reasonable limitations, techniques and timing, as may be 
designated by Lessor.  Lessee shall be responsible for any damage to the 
Office Building Project arising from any such activity.
	
11. Lessee shall not employ any service or contractor for services or 
work to be performed in the Building, except as approved by Lessor.
	
12.      
	
13.	Lessee shall return all keys at the termination of its tenancy and 
shall be responsible for the cost of replacing any keys that are lost.
	
14.	No window coverings, shades or awnings shall be installed or used 
by Lessee.
	
15.	No Lessee, employee or invitee shall go upon the roof of the 
Building.
	
16.	Lessee shall not suffer or permit smoking or carrying of lighted 
cigars or cigarettes in areas reasonably designated by Lessor or by 
applicable governmental agencies as non-smoking areas.
	
17.	Lessee shall not use any method of heating or air conditioning 
other than as provided by Lessor.
	
18.	Lessee shall not install, maintain or operate any vending machines 
upon the Premises without Lessor's written consent.
	
19.	The Premises shall not be used for lodging or manufacturing, 
cooking or food preparation.
	
20.	Lessee shall comply with all safety, fire protection and 
evacuation regulations established by Lessor or any applicable 
governmental agency.
	
21.	Lessor reserves the right to waive any one of these rules or 
regulations, and/or as to any particular Lessee, and any such waiver 
shall not constitute a waiver of any other rule or regulation or any 
subsequent application thereof to such Lessee.
	
22.	Lessee assumes all risks from theft or vandalism and agrees to 
keep its Premises locked as may be required.
	
23.	Lessor reserves the right to make such other reasonable rules and 
regulations as it may from time to time deem necessary for the 
appropriate operation and safety of the Office Building Project and its 
occupants.  Lessee agrees to abide by these and such rules and 
regulations.
	
PARKING RULES
	
1.	Parking areas shall be used only for parking by vehicles no longer 
than full size, passenger automobiles herein called "Permitted Size 
Vehicles" Vehicles other than Permitted Size Vehicles are herein 
referred to as "Oversized Vehicles"
	
2.	Lessee shall not permit or allow any vehicles that belong to or 
are controlled by Lessee or Lessee's employees, suppliers, shippers, 
customers, or invitees to be loaded, unloaded, or parked in areas other 
than those designated by Lessor for such activities.
	
3.	Parking stickers or identification devices shall be the property 
of Lessor and be returned to Lessor by the holder thereof upon 
termination of the holder's parking privileges.  Lessee will pay such 
replacement charge as is reasonably established by Lessor for the loss 
of such devices.
	
4.	Lessor reserves the right to refuse the sale of monthly 
identification devices to any person or entity that willfully refuses to 
comply with the applicable rules, regulations, laws and/or agreements.

5.	Lessor reserves the right to relocate all or a part of parking 
spaces from floor to floor, within one floor, and/or to reasonably 
adjacent offsite location(s), and to reasonably allocate them between 
compact and standard size spaces, as long as the same complies with 
applicable laws, ordinances and regulations.

6.	Users of the parking area will obey all posted signs and park only 
in the areas designated for vehicle parking.
	
7.	Unless otherwise instructed, every person using the parking area 
is required to park and lock his own vehicle.  Lessor will not be 
responsible for any damage to vehicles, injury to persons or loss of 
property, all of which risks are assumed by the party using the parking 
area.
	
8.	Validation, it established, will be permissible only by such 
method or methods as Lessor and/or its licensee may establish at rates 
generally applicable to visitor parking.
	
9.	The maintenance, washing, waxing or cleaning of vehicles in the 
parking structure or Common Areas is prohibited.
	
10.	Lessee shall be responsible for seeing that all of its employees, 
agents and invitees comply with the applicable parking rules, 
regulations, laws and agreements.
	
11.	Lessor reserves the right to modify these rules and/or adopt such 
other reasonable and non-discriminatory rules and regulations as it may 
deem necessary for the proper operation of the parking area.
	
12.	Such parking use as is herein provided is intended merely as a 
license only and no bailment is intended or shall be created hereby.	
	
	
EXHIBIT 10.9

AMENDMENT AND ASSIGNMENT OF LEASE CONTRACT


	THIS AMENDMENT AND ASSIGNMENT OF LEASE CONTRACT is made effective 
as of the lst day of August, 1992, by and between USAA REAL ESTATE 
EQUITIES, INC., a Delaware corporation as successor in interest to all 
right, title and interest of HON DEVELOPMENT COMPANY under the Lease 
described herein ("Landlord"), LAGUNA BANK, N.A. ("Assignor") and ORANGE 
NATIONAL BANK, a California corporation ("Assignee").

	WHEREAS, under that certain Lease dated January 2, 1974; First 
Amendment to Eldorado Bank Lease dated February 28, 1975; and Second 
Amendment to Eldorado Bank Lease dated July 14, 1975 (herein 
collectively referred to as the "Lease"), by and between Landlord and 
Assignor, Assignor leases approximately 6,737 square feet of space 
located in La Paz Office Plaza, 25255 Cabot Road, Laguna Hills, 
California 92653 (the "Demised Premises"), as more particularly 
described in the Lease; and

	WHEREAS, Assignor desires to assign said Lease to Assignee and 
Assignee desires to accept said assignment; and

	WHEREAS, the Lease requires Landlord's consent to an assignment of 
the Lease and Landlord agrees to said assignment by Assignor to 
Assignee; and

	WHEREAS, Landlord, Assignor and Assignee desire to amend the Lease 
effective August 18, 1992, to release Assignor of all obligations and 
liabilities under the Lease, and accept Assignee as Tenant thereunder.

	NOW THEREFORE, in consideration of the mutual covenants and 
agreements set forth in the Lease and in this agreement, Landlord, 
Assignor and Assignee agree as follows:

	1.	Assignor does hereby sell, assign, and set over unto 
Assignee said Lease and all the estate, title and interest of Assignor 
in and to said Lease and the Demised Premises, TO HAVE AND TO HOLD the 
same from August 1, 1992 ("Assignment Date") for and during the 
remainder of the term of said Lease; subject, however to all the 
conditions, covenants, agreements, provisions, terms and rents in said 
Lease contained; and

	2.	Assignor covenants and agrees that said Lease is genuine and 
in full force and effect; that Assignor has good right to assign said 
Lease with the consent of Landlord; that the interest hereby assigned is 
free and clear from all encumbrances; and Assignor and Landlord have 
fully performed all covenants and obligations to be performed and 
observed under said Lease, that Assignee shall be responsible for any 
obligations or liabilities which arise prior to the Assignment Date; and

	3.	Assignor hereby assigns to Assignee and Assignee accepts any 
and all interest Assignor may have in any security deposit delivered to 
Landlord; and

	4.	Assignee, in consideration of said Assignment and of 
Landlord's consent thereto, hereby assumes and agrees to perform all 
obligations of Tenant under the Lease as of the Assignment Date and 
agrees to pay all rent and other sums due from and on the part of the 
Tenant thereunder required to be kept and performed; and

	5.	Effective as of the Assignment Date, all references to 
Tenant in the Lease shall be revised to reflect ORANGE NATIONAL BANK, a 
California

corporation as Tenant in all respects as though named as Tenant in the 
Lease.

	6.	Section 21.  Notice is hereby amended to delete the name and 
address of Assignor as it appears and insert the following as the notice 
address for Tenant:

	ORANGE NATIONAL BANK
	1201 E. Katella Avenue
	Orange California 92667

	7.	ALL OTHER PROVISIONS of the Lease shall remain unmodified 
and in full force and effect, except as specifically set forth herein.

	EXECUTED on the date shown below to be effective as of the date 
first written.  	ASSIGNOR:

WITNESSES:	THE LAGUNA BANK, N.A.


	ASSIGNEE:

WITNESSES:	ORANGE NATIONAL BANK,
	a California corporation


AGREED AND ACCEPTED:
	LANDLORD:


WITNESSES:                            USAA REAL ESTATE EQUITIES, INC., a 
Delaware corporation

	By:	PACIFIC WEST ASSET MANAGEMENT CORPORATION, a California 
corporation, Its Managing Agent

By:
STEPHEN S. KING
Vice President
Date:

	RECEIVED MARCH 6, 1988



BANK LEASE
HON DEVELOPMENT COMPANY, Landlord
AND
ELDORADO BANK, Tenant
January 2, 1974

LEASE

THIS LEASE is made and entered into this day of January, 1974 by 
and between BARRY G. HON, doing business as HON DEVELOPMENT COMPANY 
("Landlord" herein), and ELDORADO BANK, A California corporation 
("Tenant" herein).
RECITALS:
	WHEREAS, Landlord is the owner of that certain real property 
located on Cabot Road at La Paz Road in the County of Orange, State of 
California, more particularly described in Exhibit A attached hereto 
("subject property" herein); and
	
WHEREAS, Landlord desires to lease to Tenant and Tenant desires 
to hire from Landlord, for the term, at the rental and upon the terms, 
covenants and conditions hereinafter specified, those certain premises 
(the "Premises" herein) hereinafter described which comprise the 
hereinafter described portion of that certain professional office 
building (the "building" herein) contemplated to be constructed by 
Landlord upon the subject property.  A plot plan showing the location of 
the building and improvements on the subject property is attached hereto 
as Exhibit B;

	NOW,THEREFORE, in consideration of the foregoing. recitals and the 
mutual covenants and agreements herein contained, the parties hereto 
agree as follows:
ARTICLE I
PREMISES
	Landlord hereby leases and demises to Tenant, and Tenant hereby 
hires from Landlord, for the term, at the rental and upon the terms and 
conditions set forth herein, that portion of the ground floor of the 
building comprising approximately five thousand five hundred (5,500 
square feet (the "premises") which are to be constructed pursuant to 
architect's plans and specifications approved by Tenant in accordance 
with Article IV on Construction of this lease, and Including the 
improvements to the premises as set forth in said Article IV.
ARTICLE 11
TERM OF LEASE
	Section 1 Base Term.

	The base term of this lease shall be for a period of thirty years 
which term shall commence on the "commencement date" as hereinafter 
defined. Section 2. Commencement Date.  the term "commencement date" as 
used herein shall be construed to mean the earlier to occur of 'the 
following:
	(a)	Thirty (30) days after (1) Landlord's architect certifies by 
issuing a certificate of completion that the building and the premises, 
including Landlord's required construction pursuant to Article IV ;.re 
substantially completed; and (ii) the premises are delivered to Tenant 
for commencement of Tenant's improvements; or

	(b)	The date upon which Tenant first opens for business.  
Landlord agrees-that, subject to Section 3 of Article XXII, the rental 
commencement date shall occur within seven (7) months from the date of 
approval of final plans and specifications as provided in Article IV and 
the securing of all necessary approvals by the appropriate governmental 
authorities.  In the event the building is not completed as described 
above, the provision on Section 5, paragraph 3 of pages shall apply.

	Section 3. Options to Extend.

	Provided that Tenant is not then in default, Landlord hereby 
grants to Tenant three (3) options to extend the term, of this I ease 
upon the same terms and conditions as herein provided, except as to 
rental, as follows:
	(a)	First Option to Extend: For a period of five (5) years 
commencing upon the expiration of the base term.
	(b)	Second Option to Extend: In the event the foregoing first 
option to extend is exercised, for a further extended term of five (5) 
years commencing upon the expiration-of the first option heretofore 
elected and terminating upon the expiration of five (5) years from the 
date of expiration of the first option to extend.

	(c)	Third Option to Extend: in the event the foregoing second 
option to extend is exercised, for a further extended term of five years 
upon the expiration of the second option heretofore elected and 
terminating upon the expiration of five (5) years from the date of
expiration of the second Option to extend.	In the event Tenant 
exercises one or more of the options herein granted to extend the term 
of this lease, the monthly rental for each option period shall be a sum 
equal to the monthly rental provided in Paragraph (c) of Article III 
increased by ten percent (10%).

	ARTICLE III RENTAL Section 1 Commencement of Rental.
	
Monthly rental payments by Tenant shall commence upon the 
commencement date as the same is defined pursuant to Section 2 of 
Article II.  In the event that the commencement date of this lease 
occurs on a day other than the first day of a calendar month, then the 
base rental payment for said partial month shall be prorated and the 
amount thereof added to and payable with the regular monthly installment 
due on the first day of the immediately succeeding calendar month.

Section 2. Base Rental.

	As base rental, Tenant shall pay to Land-lord on the first day of 
each month', in advance, the sum of Sixty Cents (60) multiplied by the 
gross number of square feet of the promises, inclusive of walls and 
partitions of the premises.  It is anticipated that the.  Bank Building 
will be 5500 square feet which when multiplied by 60 per square foot 
derives a monthly rental of $3300.00. Said square footage shall be 
certified by the architectural firm selected by Landlord pursuant to 
Article IV of this lease and shall be calculated in conformity pursuant 
to the standards and criteria generally accepted in the trade ("the 
gross square footage of the premises") . However, in any event the exact 
square footage shall not vary more than 10%, from 5500 square feet.

Section 3. Adjustment of Base   Rental.

	The base rental shall be adjusted at the times and in the manner 
as follows:

	(a)	Upon the commencement of the eleventh (llth) year of the 
lease term, the monthly base rental shall be increased by twenty percent 
(20%) per month, over the previous period.

	(b)	Upon the commencement of the sixteenth(16th) year of the 
lease, term, the monthly rental as adjusted pursuant to paragraph (a) of 
this section shall be increased by ten percent (10%) per month over the 
previous

	(c)	Upon the commencement of the twenty-first (21st) year and 
the twenty-sixth (26th) year of the lease term, the monthly rental as 
adjusted pursuant to paragraph (b) of this section shall be increased by 
ten percent (10%) per month over the previous period.
	
ARTICLE IV CONSTRUCTION Section 1 Plans and Specifications.

	Landlord shall construct a professional office building of 
approximately twenty five thousand (25,000) square feet plus a parking 
lot with a capacity of at least one hundred twenty five (125) 
automobiles on the subject property substantially in accord with the 
plans and specifications prepared by an architect of Landlord's 
selection.  Except as provided in Section 3 of this Article, Landlord 
shall cause the plans and specifications to be prepared at Landlord's 
expense.  The plans and specifications which are prepared for the 
premises by Landlord's architect shall be subject to the approval of 
Tenant in the following manner: Landlord and Landlord's architect shall 
consult with Tenant from time to time during the preparation of such 
plans and specifications regarding the proposed construction and layout 
of the premises.  Upon the presentation of said plans and specifications 
to Tenant by Landlord for approval, Tenant will, within twenty (20) 
days, either return the same approved or with written corrections and/or 
amendments requested by Tenant.  In the event Tenant fails to so accept 
or reject within said twenty (20) day period, the plans and 
specifications shall be deemed approved.  If rejected, Landlord shall 
take all necessary and proper steps to have the plans and 
specifications revised or amended in such a way or ways required to 
eliminate t he objections by Tenant.  The plans and specifications shall 
then be again submitted to Tenant for specifications Tenant's written 
approval.  Upon approval, said plans and shall be identified and the 
approval thereof evidenced by the signatures of Landlord and Tenant 
thereon.  Landlord may reject such-suggested corrections and/or 
amendments if in the exercise of good faith and reasonable judgement 
Landlord determines such corrections and/or amendment's world be such as 
affect adversely the appearance or function of the proposed building or 
unreasonable increase the cost of construction or unreasonably increase 
the anticipated cost of repairs or rate of obsolescence or depreciation. 
 However, Landlord shall not unreasonably withhold consent to such 
suggested changes.  Subsequent minor changes in said plans and 
specifications shall not require the signatures of the parties.
	
	Tenant shall contract directly with the architect for the purpose 
of laying out the floor plan of the premises, the interior improvements 
and the drive-up banking and window facilities; provided, however, that 
Landlord shall have the prior right to approve the plans and 
specifications for the interior improvements and drive-up units as to 
conformity and compatibility with the design of the building.

Section 2. Commencement of Construction.

	Landlord shall commence the construction of the building as soon 
as reasonable practical after the final plans and specifications have 
been approved by Landlord and Tenant and the Issuance of necessary or 
convenient governmental permits and authorizations, but in no event 
later than August 31, 1974, and shall diligently prosecute such 
construction to completion using first class materials and workmanship 
in compliance with said plans and specifications and with all applicable 
laws and regulations of federal, state, county and municipal 
authorities, but Landlord shall not be liable for delays occasioned by 
Acts of God, of the government, of the elements, or by fire, flood,, 
storm,- earthquake, freight embargoes, inability to obtain labor or 
materials, strikes, riots, boycotts, delays by contractors or 
subcontractors (except to the extent that if the penalty clause of the 
construction agreement is triggered by such a delay Tenant shall receive 
21.891, of said penalty clause payment) or other causes beyond 
Landlord's control.

	The construction project for herein shall include the building 
containing the premises and parking and common area improvements as 
depicted in the graphic description attached hereto as Exhibit B and as
provided for in the plans and specifications

Section 3. Allocation of Construction Cost.

	Landlord shall contribute the maximum sum of Thirty Dollars 
($30.00) per gross square foot of the premises, which sum is to provide 
for the following ,costs of construction of the premises:

	(a)	A prorata share of the architectural and engineering fees, 
governmental fees, permit fees, grading costs, necessary offsite costs, 
and parking and common area improvements attributable to the entire 
building as used in this lease.  The proration shall be in the 
proportion that the gross square footage of Tenant's premises bears to 
the gross square footage of the entire building as certified and 
calculated by Landlord's architect pursuant to standards and criteria 
generally accepted in the trade.  Wherever a proportion or proportionate 
share based on square footage is required pursuant to this lease, the 
proportion shall be as herein calculated,

	(b)	A concrete floor in a condition to be covered by Tenant.

	(c)	Interior sheetrock walls ready for finishing by Tenant.

	(d)	Sheetrock or equivalent ceiling ready for finishing by 
Tenant.

	(e)	Electrical wiring and outlets ready for installation of 
standard
	fixtures and lighting.

	(f)	Lighting fixtures or allowance for lighting fixtures to 
building standards.

	(g)	All window glass, and adequate heating and air conditioning.

	(h)	All plumbing in restroom and employee lounge area ready for 
installation of Tenant's fixtures.
	(i)	Concrete vault excepting vault door, and other items to be 
specified by architect and to be agreed upon by Landlord and Tenant.

	In the event Landlord acts as general contractor pursuant to 
Section 5 of this Article, the Thirty Dollar ($30.00) per square foot 
maximum contribution shall include ten percent (10%) for contractor 
profit and five percent (5%) for costs of supervision and overhead.

Section 4. Tenant's Work.

	Tenant shall provide, at Tenant's sole cost and expense, 
furniture, furnishings, equipment and other improvements desired by 
Tenant, in addition to or in lieu of the work to be performed by 
Landlord for Tenant as provided in this Article.

	In addition to the foregoing, it is specifically understood that 
Tenant shall provide, at Tenant's sole cost and expense, all alarm and 
security equipment, including installation, construction of the drive-
up banking units and drive up lane area including retaining walls as 
required (but excluding rough grading), all signs as permitted pursuant 
to this lease), and purchase and of the Vault door.

Landlord shall give to Tenant Ninety (90) days notice of the date 
Landlord estimates the building ill be ready for occupancy and Tenant 
shall have the right to proceed with the installation of signs, trade 
fixtures and equipment during said ninety (90) day period, provided that 
such installation shall be done in such manner as to avoid interference 
with Landlord's construction of the building.

Section 5. General Contractor.

	Landlord and Tenant shall each designate three (3) reputable 
general contractors who shall submit bids for the construction of said 
building, appurtenances and other improvements to be located upon the 
subject property.  Each bid must include separate allocation for the 
cost of construction Tenant's promises to the extend required in Section 
3 of this Article, as well as the overall cost of construction of the 
building, appurtenances and other Improvements.  Landlord shall award 
the construction contract to the contractor Landlord, in Landlord's sole 
discretion, deems to be the most qualified of the contractors submitting 
bids; provided that In the event the bid selected by Landlord or all of 
the bids submitted provide for construction costs of the premises in 
excess of Landlord's maximum contribution, as previously defined, then 
Tenant may require rebidding.  If rebidding does not lower the contract 
price, then Tenant will contribute its pro-rata share of the costs in 
excess of Landlord's maximum contribution. In this event Tenant shall 
immediately deposit funds equal to such excess cost in a bank trustee 
account to be disbursed by Landlord's construction lender in accordance 
with the loan disbursement control provisions of the constriction loan.

	After approval of the cost of construction by Landlord and Tenant, 
Landlord shall promptly execute a construction contract with a general 
contractor covering such construction.  Tenant shall have the right to 
approve the construction contract, which approval shall not be 
unreasonable withheld.

	In the event the building is not completed by the contractor on 
schedule, Tenant shall receive a proportionate share (21.8%) of the 
penalty clause.  In the event the. building is completed by the 
contractor prior to its scheduled completion date, Tenant shall 
contribute its proportionate share (21.8%) to the contractor's bonus as 
set forth in the bonus clause of the construction contract.

	Notwithstanding anything to the contrary contained herein, 
Landlord shall have the option to act as general contractor or the 
construction of the building, appurtenances and other improvements on 
the subject property; provided, however, that the cost of construction 
of the premises pursuant to Section 3 of this Article shall not exceed 
the Landlord's maximum contribution as therein defined without the prior 
written approval of Tenant, in which event the excess amount shall be 
placed in a bank trustee account to be disbursed by Landlord's 
construction lender in accordance with the loan disbursement control 
provisions of the construction loan Landlord shall select the project 
architect.

Section 6. Excess Costs.

	In the event costs or charges in excess of the fixed construction 
contract amount are directly attributable to change orders requested by 
Tenant or by improvements in the premises instituted by Tenant, Tenant 
will assume the additional costs and will pay to Landlord such excess 
costs or charges, with reasonable contract draws during the course of 
construction.  Any excess charges, (Change orders), shall be approved by 
Tenant prior to Landlord authorized such expenditures.

Section 7. Completion of Construction.

Upon completion of the building and improvements, including the 
premises, the architect supervising construction shall certify in 
writing to Landlord and Tenant that the same are complete and ready for 
use and occupancy, Concurrently, Landlord and Tenant shall cooperate in 
securing proper certificates of occupancy or other permits which may be 
required prior to Tenant's commencing to transact business.
ARTICLE V
FINANCING AND SUBORDRNATION
	
Landlord intends to finance the construction of the building and 
improvements.  In the event Landlord cannot obtain financing acceptable 
to Landlord within three (3) months after completion and approval by 
Landlord and Tenant of plans and specification, Landlord may so notify 
Tenant, in writing, and this lease shall thereupon be void and Landlord 
shall refund to Tenant any sums paid by Tenant to Landlord.

	In the event that any institutional lender from which financing of 
the proposed building and improvements is sought shall request a 
modification of this lease or the execution and delivery of any 
supplemental agreement and Landlord shall communicate such request to 
Tenant, in writing, Tenant shall not unreasonable withhold its consent 
to and/or joinder in such a lease modification or supplemental 
agreement provided that Tenant's rights under this lease are not 
materially diminished and its obligations hereunder are not materially 
increased.

	Tenant agrees that this lease shall be subordinate to any mortgage 
or deed of trust that may hereafter be placed upon the leased premises 
and to any and all advances made or to be made under said obligations 
and to any. renewals, replacements and extensions thereof; such 
subordination, however, Is subject to the condition that Landlord shall 
require any mortgagee or beneficiary to agree that the mortgagee or 
beneficiary in such mortgage or deed of trust shall recognize this lease 
of Tenant and agree that in the event of sale or foreclosure under such 
mortgage or deed of trust, the purchaser shall take subject to this 
lease so long as Tenant is not in default under the terms of the lease.

	If any mortgagee or beneficiary elects to have this lease superior 
to its mortgage or deed of trust and if said mortgagee or beneficiary 
gives written notice of such election to Tenant, then this lease shall 
be superior to the lien of any such mortgage or deed of trust whether 
this lease is dated or recorded before or after the date of said 
mortgage or deed of trust.

	In the event of the sale of the property containing the premises, 
upon foreclosure or upon the exercise of a power of sale under any such 
mortgage or deed of trust, Tenant will, upon written request of the 
purchaser made within thirty (30) days after such sale, attorn to the 
purchaser and recognize the purchaser as the Landlord under this lease.

ARTICLE VI
USE AND REGULATIONS

	The premise shall be continuously used for general banking, safe 
deposit and trust services purposes by Eldorado Bank and, except as 
provided in Article XVI, Assignment and Subletting, for not other 
business or purpose without the written consent of Landlord.

	Tenant agrees that Tenant will comply with and will require its 
employees, agents, invitees and licensees and sublessees to comply with 
reasonable rules and regulations now or hereafter adopted by Landlord 
for the protection, care and safety of the building and of all who may 
use the same and for the care and cleanliness of the promises and the 
preservation of good order therein and such rules and regulations as are 
now in force or which may hereafter be adopted by Landlord are hereby 
expressly made a part of this lease.  The rules and regulations 
presently adopted by Landlord are set forth in Exhibit C attached 
hereto and made a part hereof.

	Tenant shall not use or suffer or permit any person to use the 
premises, or any portion thereof, for any purpose, in Violation of any 
lien, ordinance or regulation applicable thereto; subject, however, to 
Tenant's right to contest in any manner provided by law the validity or 
applicability of any such law, ordinance or regulation.  Tenant agrees 
not to conduct or permit to be conducted any public or private nuisance 
thereon or permit to be committed any waste upon the premises except as 
provided in Article I.V..

ARTICLE VII
TAXES AND ASSESSMENTS

Section 1  Taxes and Assessments of Building and Subject Property.

	Tenant agrees to pay, at lease twenty one (21) days prior to 
delinquency, a proportionate share based on square footage of any 
increase in real property taxes (as such increase in hereinafter 
defined) and a proportionate share of any general or special assessments 
levied upon the completed building and underlying and surrounding land 
as shown on Exhibit A. The proportion applicable to Tenant shall be in 
the proportion that the sum of gross square footage of the premises 
bears to the total gross square feet of the entire building.

	The base period for the determination of real property tax 
Increases shall be deemed to be the first tax assessment year in which 
the completed building and improvements are first assessed after the 
commencement date as provided in Article 11.  The proportionate amount 
for which Tenant shall become liable shall be in the increase, if any, 
which takes place the following assessment year and all subsequent 
assessment years thereafter over the base year.

	With respect to any assessment which may be levied against or upon 
the premises after the commencement date of this lease and which may be 
evidenced by improvement or other bonds or may be paid in annual 
installments, Tenant shall pay each year only its proportion of such 
annual installment or portion thereof, with appropriate proration for 
any partial year.  Tenant shall have no obligation to continue such 
payments after the termination of the lease.

	In the event that the taxes and/or special assessments levied upon 
the premises exceed there average taxes and/or general or special 
assessments on the entire building during the first tax assessment year 
in which the completed building and improvements are first assessed, 
Tenant shall pay such excess to Landlord within twenty (20) days prior 
to the tax delinquency date.

	Landlord and Tenant agree to retain the firm of Morton and Schaff 
or a comparable tax appraisal firm to allocate the taxes and/or general 
or special assessments on the building to the premises.  Landlord and 
Tenant each agree to pay one-half (1/2) of the costs and expenses 
incurred in the employment of such tax appraisal firm.

	Taxes and special assessments shall be prorated for any fractional 
year at the end of the term of this lease.

Section 2. Taxes and Assessments Against Personal Property.

	Tenant shall also pay prior to delinquency all taxes assessed for 
or during the term hereof against or on any or all personal property and 
trade or business fixtures in the possession of Tenant, or installed by 
or for Tenant In, upon or about the premises.  Said obligation is 
assumed by Tenant whether such assessment Is made against Tenant in the 
first instance or is made against Landlord as the owner of said 
building, either separately or as a part of the assessment of said 
entire building.

Section 3. Tax on Rent.

If at any time during the term of this lease, under the laws of the 
State of California or any political subdivision thereof, or under the 
laws of the United States, a tax or excise tax on rents or other tax, 
however described, is levied or assessed by any such taxing authority 
against Landlord on account of the rental expressly reserved hereunder 
Tenant shall pay and discharge so much of said tax or excise on rents or 
other taxes to the extent of the amount thereof which is attributable to 
the rental payable under the terms of this lease.

Section 4. Parking Taxes.

	In the event a tax or surcharge is imposed upon Landlord for the 
maintenance of any parking. spaces upon the subject property, Tenant 
will pay to Landlord, within ten (10) days prior to the delinquency for 
any such tax or surcharge, the amount of such tax or surcharge on such 
parking spaces which Tenant is given a license to use for its Customers, 
employees and invitees pursuant to Article XVII.

ARTICLE VIII
COMMON AREA

Section 1 . Establishment.

	Landlord agrees that common areas in the parking lot and 
surrounding open areas will be established as outlined in green and red 
on Exhibit B attached hereto for the use of tenants and customers of 
tenants or subtenants occupying said building.

Section 2.	License to Use.

	Landlord hereby grants to Tenant, Tenant's subtenants and 
customers of Tenant a	non-exclusive license to use said common area 
during the term of this lease and any extensions thereof, jointly and in 
common with other tenants, customers, invitees and licensees of Landlord 
to whom similar rights shall from time to time be given thereto (all 
such repairs shall be of at least equal quality to the original work).  
It is understood that windows and plate glass shall not be considered to 
be exterior walls for the purpose of repair and maintenance and Tenant 
shall, at Tenant's expense, be solely responsible for the repair, 
replacement and maintenance of any windows or plate glass.

	Tenant waives the benefit of the provisions of Subsection 1 of 
Section 1932 and of Sections 1941 and 1942 of the Civil Code of the 
State of California, and all rights to make repairs at the expense of 
Landlord, as provided in Section 1942 of that Code.

	Should Tenant fail to make, with reasonable promptness after 
notice from Landlord,. any repairs which are the obligation of Tenant 
under any of the provisions of this lease, Landlord may, at its option, 
make the same and all costs and expenses incurred by Landlord in 
connection therewith shall become immediately due and payable to 
Landlord as additional rental hereunder.

	Upon removal by Tenant of any alterations, additions or 
improvements which Tenant is entitled to remove, Tenant, at its 
expense, shall repair all damage resulting from installation and removal 
thereof and shall restore the leased premises to the reasonable 
satisfaction. of Landlord.

Section 2. Alterations.

	No alteration, addition or improvement to the premises shall be 
made by Tenant without the written consent of Landlord; provided, 
however, that, Tenant may construct a drive-up unit as depicted on the 
attached Exhibit B, with the prior approval by Landlord as to the 
architectural rendering and the plans and specifications.

Section 3 . Fixtures and Equipment.

	Notwithstanding anything to the contrary contained in this lease, 
any fixtures, equipment and other personal property installed in or 
attached to the premises by and at the expense of Tenant and which are 
not in replacement of similar articles originally installed by Landlord, 
and any drive-up unit installed by Tenant pursuant to the provisions of 
this case, shall remain the

Section 3. Refusal of Access.

	Landlord reserves the right to refuse access to or the use of any 
part of the common area to any person or persons who in the sole 
judgement and opinion of Landlord may conduct or have conducted 
themselves in a manner inconsistent with good and orderly public 
deportment or who may violate the rules and regulations promulgated by 
Landlord.

Section 4. Manner of Operation.

	Landlord agrees, at the expense of Landlord, to maintain, subject 
to the provisions of Article IX, said common areas in a clear, efficient 
and first class manner.  Tenant agrees to cooperate in so maintaining 
the common areas and to abide by the rules and regulations relating 
thereto promulgated by Landlord.

ARTICLE IX
REPAIRS, MAINTENANCE AND ALTERATIONS

Section Repairs and Maintenance.

	Landlord shall, at its expense, keep and maintain the exterior of 
the building, roof, the common area to the south of the building as 
designated on the attached Exhibit B, in good condition and repair, 
reasonable use and wear thereof and damages by Acts of God excepted, 
throughout the term of this lease, any extensions, and Landlord shall 
provide landscaping for the subject property.

	Landlord shall, at its expense, keep and maintain the common 
areas,, parking lot, and drive up lanes shown on Exhibit B attached 
hereto.  Tenant shall reimburse landlord monthly for its proportionate 
share of said common area upkeep and maintenance. Tenant's proportional 
share of the common areas, parking lot, and drive up lanes is outlined 
on Exhibit B attached hereto in green and red and represents 
approximately thirty-seven percent (37%) of said total areas.  Tenant 
shall also be responsible for any major repair of said common area 
outlined in green and red as shown on Exhibit B.

	Tenant shall, at its expense, keep and maintain the premises and 
every part thereof, including but not limited to interior walls, 
plumbing, air-conditioning ducts and other apparatus located in the 
premises, electrical systems and signs, in good order, condition and 
repair, reasonable use and wear thereof and damages by Acts of God 
excepted and shall promptly make all repairs property of Tenant, and 
Landlord agrees that Tenant shall have the right at any time, and from 
time to time, to remove any and all of its fixtures, equipment and other 
personal property which it may have stored or installed in the 
 .premises, including but not limited to, counters, shelving, showcases, 
mirrors, vault doors, safe deposit accommodations and equipment, and all 
other movable personal property.  Tenant, at its expense, shall repair 
any damage occasioned to the premises by reason of the removal of any 
such trade fixtures, equipment or other property.

ARTICLE X
LIABILITY AND INDEMNITY

	Landlord shall not be liable to Tenant for any in use or damage 
that may result to any person or property by or from any cause 
whatsoever and without limiting the generality of the foregoing, whether 
caused by water leakage of any character from the roof, walls, basement 
or other portions of the building and property of which the premises are 
a part, or caused by gas, fire, oil, electricity or any like or unlike 
cause whatsoever in, on or about any facilities (without prejudice to 
the generality of the term, "facilities", as herein used, shall be 
construed to mean elevators, stairways, lobbies, passageways, hallways 
or restrooms), the use of which Tenant may have in conjunction with 
other tenants of the building in which the premises are situated, or 
caused by any existing or future condition, defect, matter or thing on 
or in the promises, or the building or property of which said premises, 
or the building or property of which said premises are a part, or caused 
by acts, omissions or negligence of other persons or tenants in or about 
the premises or the said building and property.  Landlord shall not be 
liable for any loss or theft of any baggage, cash items, valuable 
papers, materials and all other valuable possessions of every kind and 
nature, whether belonging to customers 'of Tenant or to Tenant or to any 
other persons.	Tenant agrees to indemnify and hold Landlord harmless 
from and to defend Landlord against any and all claims, liabilities, 
costs or expenses for or on account of any injury (fatal or non-fatal) 
or damage to any person or property Whatsoever (including the personal 
property of officers, employees, agents, customers and invitees of 
Tenant (a) occurring in, on or about the premises or said building or 
property or any part thereof; or (b) occurring in, on or about any 
"facilities" in, on or about the premises of said building or any part 
thereof, such injury or damage shall be caused in part or in whole by 
the act, negligence or fault of, or omission of any duty with respect to 
the same, by Tenant.

	Notwithstanding anything in this lease to the contrary neither 
party shall be liable or responsible to the other for any consequential 
or indirect damages, including, but not necessarily limited to, loss or 
interruption of business.
ARTICI.E XI
JNSURANCE
Section 1. Landlord's Insurance.

	Landlord shall procure and maintain a policy or policies of 
insurance' covering the premises in an amount not less than eighty 
percent (80%) of the full replacement value thereof against any hazard 
covered by "fire and extended coverage insurance" (as those terms are 
generally understood in the insurance industry), and Landlord shall also 
carry insurance against malicious mischief and vandalism.  Tenant shall 
be named as additional insured on all insurance policies pursuant to 
this Section.

Section 2. Tenant's Insurance.

	Tenant shall procure and maintain a policy or policies of public 
liability and property damage insurance insuring against claims arising 
out of the use, operation or condition of the premises and naming 
Landlord as an additional insured.  The limits of liability on said 
insurance shall not be less than Five Hundred Thousand Dollars ($500, 
000) for injury or death of more than one (1) person, and not less than 
One Hundred Thousand Dollars ($100,000) property damage.

	Tenant shall procure and maintain adequate workmen's compensation' 
insurance.

	Tenant shall obtain said insurance policies prior to the taking of 
possession of the premises, pursuant to this lease, and shall, at 
Landlord's request, deliver to Landlord copies of the same.

	Tenant's insurance required in this article shall be primary 
insurance and not participating with another insurance placed by 
Landlord.

Section 3. Termination of Insurance.

	All insurance policies required in this Articles all contain a 
provision that said policies shall not be cancelled or terminated 
without thirty (30) days' prior notice from the insurance company to the 
other party to this lease.  The parties agree that on or before ten (10) 
days prior to expiration of any insurance policy, each will deliver to, 
the other written notification in the form of a receipt of other similar 
document from the applicable insurance company that said policy or 
policies have been renewed, or deliver certificates of coverage from 
another good and solvent insurance company for such coverage.

Section 4 Waiver of Subrogation.

	Landlord and Tenant shall procure appropriate clauses in, or 
endorsements on, all policies of fire and extended coverage insurance 
herein above required pursuant to which the insurer waives subrogation 
or consents to a waiver of right of recovery against the other party to 
this lease, its officers, agents or employees or, in the event either 
party hereto is a partnership, the Individual partners of said 
partnership.

	Section S. Blanket Coverage.

	Notwithstanding the foregoing provisions with respect to insurance

	It is agreed that the Landlord or Tenant may bring their insurance 
within the coverage of a so-called blanket policy or policies of 
insurance carried and maintained by Landlord or Tenant.

ARTICLE XII

DESTRUCTFON OF PREMISES

Section 1. Minor Damage.

	Should the building be damaged by reason of any casualty for which 
insurance is required to be carried pursuant to the Article entitled 
"INSURANCE" to such extent that repair of such damage in Landlord's 
opinion will cost less than thirty-three and one-third percent (33-1/3%) 
of the total replacement value of the premises immediately prior to such 
damage, Landlord shall prioritize and with due diligence repair such 
damage, and this lease shall continue in effect subject to the 
provisions of Section 5 of this 

Article XII. Section 2. Major Damage.

	Should the building be damaged to an extent greater than that 
described in Section 1. hereof or should the premises be substantially 
damaged by, reason of any casualty not covered by Landlord's insurance 
herein above required, Landlord may, at its option, either terminate 
this lease by giving written notice to Tenant thereof or continue this 
lease in effect and proceed with reasonable diligence to repair or, 
reconstruct the building and re-deliver possession thereof to Tenant.

	As used in this Section, the term "substantially damaged" refers 
to damage, the cost of repair of which, when added to Landlord's capital 
investment in the building and subject property, would, on the basis of 
reasonable rental value of 'the space in the building prevailing at the 
time of such destruction, result in an income to Landlord amounting to a 
yield which is less than yields from comparable structures in the 
vicinity at such time.  In determining reasonable rental value, the rent 
payable by tenants of the building under leases having unexpired terms 
of one (1) year or more shall, as to the space covered by such leases, 
be deemed to represent the reasonable rental value.

	Notwithstanding anything in the foregoing to the contrary 
appearing, in the event of damage to the building which, in the 
reasonable estimate of a qualified building contractor, would require 
more than one hundred eighty (180) days to repair, Tenant may terminate 
this lease at any time within a period of Thirty (30) days after the 
occurrence of such damage by delivering to Landlord a written notice of 
termination accompanied by a written estimate of a qualified contractor.

	Section 3. Waiver.

	Tenant hereby waives the provisions of Sections 1932 (2) and 1933 
(4) of the California Civil Code.

	Section 4. Abatement of Rental.

	During the repair or reconstruction there shall be abated an 
equitable portion of the rent accruing during the period of time Tenant 
is deprived of the full use of the promises unless the damage was caused 
by Tenant or Tenant's employees.  Such abatement shall be in the ratio 
of the square feet of floor space of which Tenant is deprived to the 
total square feet of the premises.  Landlord shall not otherwise be 
liable for any damage that may he suffered, by reason of any such 
casualty or repair or, reconstruction or deprivation of possession, or 
interruption of business, except in the case of damage or destruction 
caused by negligence on the part of Landlord.

ARTICLE XIII
CONDEMNATION

Section I Condemnation of the Whole.

	In the event that 'the whole of the premises shall be taken under 
the power of eminent domain, this lease shall thereupon terminate as of 
the date possession shall be so taken.

Section 2.   Condemnation of a Portion.

	In the event that a portion of the premises shall be taken under 
the power of eminent domain and the portion not so taken will be 
inadequate, in the reasonable judgment of Tenant, for the operation of 
Tenant's business notwithstanding Landlord's offer of performance of 
restoration as hereinafter In this Section 2 provided, this lease ma be 
terminated by Tenant by written notice to Landlord given at any time 
within ninety (50) days after Tenant receives notice of such taking.  In 
the event of any taking of a lesser portion of the premises or if Tenant 
does not terminate this lease as aforesaid, any obligation of Tenant 
under this lease to pay rent shall. remain in full force and effect, 
except that the rent shall be reduced in the same proportion that the 
amount of. rentable floor area of the premises taken bears to the total 
rentable floor area of the premises immediately prior to such taking, 
and Landlord shall at Landlord's own cost and expense, Landlord such 
part of the premises as is not taken to as near its former condition as 
the circumstances will permit and Tenant shall do likewise with respect 
to all interior signs, trade fixtures, equipment, display cases, 
furniture, furnishings and other installations of Tenant.

Section 3. Allocation of the Award.

	All damages awarded for any such taking under the power of eminent 
domain, whether for the whole or a part of the premises, shall belong to 
and be the property of Landlord, whether such damages shall be awarded 
as compensation for diminution in value of the leasehold or for the fee 
of the premises; provided, however, that the Landlord shall not be 
entitled to any award made to Tenant for loss of or damage to Tenant's 
trade fixtures and removable personal property provided further that 
Landlord shall pay to Tenant out of such award the then unamortized 
amount of such of Tenant's leasehold improvements 
as shall be so taken less Landlord's cost of restoring the premises if 
such restoration is performed as provided in Section 2 of this Article.

Section 4 . Rental Refund.

	If this lease Is terminated as provided in this Article, all rent 
shall be paid up to the date of termination, and Landlord shall make an 
equitable refund of any rent paid by Tenant in advance and not yet 
earned.

Section S. "Taking" defined.

	A voluntary sale by Landlord to any public or quasi-public body, 
agency or person, corporate or otherwise, having the power of eminent 
domain, either under threat of condemnation or while condemnation 
proceedings are pending shall be deemed to be a taking by eminent domain 
for the purposes of this Article.

Section 6. Temporary Taking.

	The requisitioning of the promises or any part thereof by military 
or other public authority for purposes arising out of a temporary 
emergency or other temporary situation or circumstance shall constitute 
a taking of the premises by eminent domain only when the use and 
occupancy by the requisitioning authority has continued for one hundred 
eighty (160) days, provided that for the duration of the use and 
occupancy of the premises by the requisitioning authority, Tenant's 
obligation to pay rent shall be reduced in the same proportion that the 
amount of the rentable floor area of the premises bears to the total 
rentable floor area, subject to Landlord's right to payment to Landlord 
of whatever compensation may be payable from the requisitioning 
authority for the use and occupation of the Premises for the period 
involved.
ARTICLE XIV
BANKRUPTCY - INSOLVENCY

	Tenant agrees that in the event all or substantially all of 
Tenant's assets. be placed in the hands of a receiver or trustee, and 
such receivership or trusteeship continues for a period of thirty (30) 
days, or should Tenant make an assignment for the benefit of creditors, 
or should Tenant institute any proceedings under the Bankruptcy Act as 
the same now exists or under any amendment thereof which may hereafter 
be enacted, or under any other act relating to the subject of bankruptcy 
wherein Tenant seeks to be adjudicated a bankrupt, or to be discharged 
of its debts, or to effect a plan of liquidation, composition or 
reorganization, or should any involuntary proceedings be filed against 
Tenant under such bankruptcy laws and Tenant consents thereto or 
acquiesces therein by pleading or default, such event shall constitute a 
material breach and default in this lease, and, in any such event and in 
addition to any and all rights or remedies of Landlord hereunder or by 
law provided, it shall be lawful for Landlord to declare the term hereof 
ended and to re-enter the promises and take possession thereof and 
remove all persons therefrom, and Tenant shall have no further claim 
thereon or hereunder.

ARTICLE XV
EFAULT, TERMINATION AND REMEDIES

Section 1   Default.

	Any of the following shall constitute a material breach and 
default In this lease by Tenant:
	(1)	Tenant shall fail to comply with any of the terms, covenants 
or conditions of this lease and shall fail to remedy the same within 
fifteen (15 days after written notice from Landlord which specifies the 
nature of such default, a copy of which be forwarded to any mortgagee 
which shall have previously requested notice of any such default; or

(2)	Tenant shall abandon or vacate the premise for ten (10) 
consecutive days after receipt of written notice from Landlord.  
Landlord shall not be deemed to be in default in the performance of any 
obligation required to be performed by it hereunder unless and until it 
has failed to perform such obligation within fifteen (15) days after 
written notice by Tenant to Landlord specifying wherein Landlord has 
failed to perform such obligation; provided, however, that if the nature 
of Landlord's obligation is such that more than fifteen (15) days are 
required for its performance, then Landlord shall not be deemed to be in 
default if it shall commence such performance within such fifteen (15) 
day period and thereafter diligently prosecute the same to completion.

Section 2. Remedies.

	In the event of any breach of this lease by Tenant, which default 
shall remain uncured ten (10) days after written notice from Landlord, 
Landlord, in addition to other rights or remedies Landlord may have, 
shall have the right to:

(a) Immediately terminate Tenant's right to possession of the 
premises, and repossess the same by summary proceedings or other
appropriate action, and Landlord shall thereupon be entitled to receive 
from Tenant all damages specified in California Civil Code Section 
1951.2(a), including, without limitations the right to receive the worth 
at the time of the award, of the amount by which the unpaid rent for the 
balance of the term after the time of award exceeds the amount of such 
rental loss for the same period that Tenant proves could be reasonable 
avoided; all of which damages to the extent specified In Section 1951.2 
(b) shall be computed by allowing interest at the maximum rate permitted 
by law.

	(b)	Continue this lease in effect without terminating Tenant's 
right to possession even though Tenant has breached this lease and 
abandoned the premises; and to enforce all of Landlord's rights and 
remedies under this lease, including the right to recover the rent as it 
becomes due under this lease; provided, however, that Landlord may at 
any time thereafter elect to terminate this lease for such previous 
breach by notifying Tenant in writing that Tenant's right to possession 
of the premises has been terminated.

ARTICLE XVI
ASSIGNMENT AND SUBLETTING

	Tenant shall not transfer' sublet, assign or hypothecate this 
lease of Tenant's interest in and to the premises by operation of law or 
otherwise without first procuring the written consent of Landlord, and 
any such Attempted transfer shall be void and of no force and effect.

	A transfer of Tenant's interest to another corporation in 
connection with a corporate reorganization of Tenant or the merger of 
Tenant into or consolidation of Tenant with another corporation or 
corporations shall not be deemed a transfer or assignment for purposes 
of this Article.  Further, anything in this lease to the contrary 
notwithstanding, Tenant may, without Landlord's prior written consent, 
assign this lease to any successor to the entire business of Tenant or 
the major part thereof, provided that said successor acquires this lease 
as a result of a voluntary transaction between solvent parties.

ARTICLE XVII
PARKING AREA AND DRIVE-UP WINDOW

	Landlord hereby exclusively grants to the customers, patrons, 
employees suppliers and business invitees of Tenant a license to use 
those certain parking spaces denominated "Reserved Bank Parking" 
outlined in green on the plot plan of the subject property attached 
hereto as Exhibit B. Landlord reserves the sole, unconditional and 
exclusive right to use the spaces (or to enter into license or lease 
agreements with respect to such spaces) denominated "Building Reserved 
Parking", outlined in blue, on the attached Exhibit B.

	Landlord reserves the right to change the entrances, exits, 
traffic lanes and the boundaries and locations of such parking area or 
areas; provided, however, that said parking area shall at all times 
provide for the same number of spaces as specified hereinabove and on 
Exhibit B, subject to the same provisions as contained herein for each 
purpose, and the approval of Tenant, which approval shall not be 
unreasonably withheld.

	Tenant, in the use of said parking area, agrees to comply with 
such rules and regulations as Landlord may from time to time adopt for 
the orderly and proper operation of the parking areas.

	The drive-up unit as located on the plot plan of the subject 
property attached hereto as Exhibit B is to be built, maintained and 
controlled by Tenant at Tenant's sole cost and expense.  Further-more, 
Tenant, at Tenant's sole cost and expense, is to build, pay and maintain 
the access lanes, retaining walls, and directional signing used in 
connection with the drive-up units, which access lanes are indicated on 
the Attached Exhibit B. So long as Tenant is not in default under the 
terms of this lease, Landlord exclusively grants to Tenant a license to 
use the property designated for drive-up window unit for access to its 
drive-up window units in the area outlined in red on the attached 
Exhibit B. Landlord also grants tenant a license to use the parking lot 
outlined in red on Exhibit B along with other tenants and customers of 
tenants or subtenants occupying the office building of Landlord.

ARTICLE XVIII
UTILITIES

	Landlord shall provide the necessary mains, ducts and conduits in 
order to bring water, gas, electricity, steam and telephone service to 
the premises.  All means of distribution of such services within the 
premises shall be maintained by Tenant, at Tenant's expense, and Tenant 
shall pay directly for all such services.  Tenant shall contract 
directly with the applicable utility to secure, at Tenant's expense, the 
installation of appropriate metering devices.

	Landlord may interrupt or suspend the supply of any such services 
to the premises in order to make any necessary repair or alteration to 
the building.  There shall be no abatement in rent because of any such 
interruption or suspension; provided, however, that Landlord shall make 
such repair or alteration with reasonable diligence; and provided, 
further, that such repair or alteration shall not unreasonable interfere 
with Tenant's business In the premises.

	Tenant will provide its own janitorial services for the premises, 
at Tenant's sole cost and expense.

ARTICLE XIX
LIENS AND CLAIMS

	Landlord shall at all times have the right to post and to keep 
posted on the premises such notices provided for under or by virtue of 
the laws of the State of California for the protection of the premises 
from mechanic's liens or liens of a similar nature.

	Notwithstanding anything to the contrary herein contained, if 
Tenant shall in good faith contest the validity of any lien, claim or 
demand then Tenant shall, at its expense, defend itself and Landlord 
against the same, and shall pay and satisfy any final adverse judgment 
that may be rendered therein before the enforcement thereof against 
Landlord or the premises, and Tenant shall furnish to Landlord a surety 
bond satisfactory to Landlord in an amount equal to such contested lien, 
claim or demand indemnifying Landlord against liability for the same.

	Tenant shall not suffer or permit any mechanic's liens or any 
other claims or demands arising from any work of a Iteration' or repair, 
as herein provided, or otherwise, to be enforced against the premises or 
any part thereof, and Tenant agrees to hold Landlord and said premises 
free and harmless from all liability for any such liens, claims or 
demands, together with all costs and expenses in connection therewith.

ARTICLE XX
SIGNS AND NAME

	So long as Tenant continues to occupy the premises, the building 
shall be known as the Eldorado Bank Building.  Tenant shall have the 
exclusive right to sign its portion of the building subject, to 
governmental; sign regulations All signs shall comply with all 
applicable local, state and federal laws, ordinances and regulations and 
shall be installed and maintained at Tenant's sole cost and expense.  
Prior to the placement of any signs, Tenant must first obtain the 
written approval of Landlord.  The sign identifying the building as the 
"Eldorado Bank Building" shall be placed on the exterior wall adjacent 
to Tenant's premises and shall be subject to Landlord's approval as to 
design, which approval shall not be unreasonable withheld so long as the 
said sign is comparable to the standard Eldorado Bank sign.

ARTICLE-XXI
CONTINGENCIES

	The continuing effectiveness of this lease is contingent upon the 
following:
	(1)	Approval of the lease by the lender.

ARTICLE XXII
MISCELLANE0US

	Landlords Right of Access.

	Except for reasonable limitations imposed by the nature of 
Tenant's business, tenant shall permit Landlord or Landlord's agents or 
representatives to enter upon the premises for the purpose of 
inspecting, determining whether agreements herein contained are being 
complied with, for purposes of maintaining, repairing or altering the 
promises, or for the purpose of showing the premises to prospective 
tenants, purchasers, mortgagees, and/or beneficiaries under deeds of 
trust.

Section 2. Attorney's Fees.

	(a)	In the event Landlord shall, without any fault on the part 
of Landlord, be made a party to any litigation commenced by or against 
Tenant growing out of or having relation to the premises or to this 
lease, then Tenant agrees to pay to Landlord, on demand, all costs and 
reasonable attorney's fees incurred by Landlord in any such litigation.

	(b)	Should either party hereto bring suit against the other any 
dispute arising out of the subject matter of this lease, the prevailing 
party shall be entitled to reasonable attorney's fees and all costs 
reasonable incurred in preparation for such suit.

Section 3. Force Majeure.

	Subject to the provisions set forth elsewhere heroin, neither of 
the parties hereto shall be chargeable with, liable for, or responsible 
to the other for anything or in any amount for any delay caused by fire, 
earthquake, explosion, flood, hurricane, the, elements, acts of God or 
the public enemy, action or Interference of governmental authorities or 
agents, war, invasion, Insurrection, rebellion, riots, strikes or 
lockouts or any other cause whether similar or dissimilar to the 
foregoing which is beyond the control of such party and any delay due to 
said causes or any of them shall not be deemed a breach of or default in 
the performance of this lease, it being agreed that any time limit 
provision contained in this lease shall be extended for the same period 
of time lost by causes hereinbefore set forth; provided, however, this 
provision shall in no way alter or modify Tenant's obligation to pay 
rent or other sums pursuant to the terms of this lease.

Section 4. Surrender at End of Term.

	On the last day of the term or any extension hereof or on sooner 
termination hereof, Tenant shall quit and surrender the leased premises 
in as good condition as reasonable use thereof will permit, reasonable 
wear and tear and damage by act of God excepted, together with all 
alterations, additions and improvements, including trade fixtures which 
may have been made in, to or on the promises, except movable furniture 
or unattached movable trade fixtures put in at the expense of Tenant, 
and excepting such alterations, additions and improvements which 
Landlord, previous to such termination, shall have agreed In writing may 
be removed by Tenant.

	Subject to the provisions of Article IX, Tenant shall ascertain 
from Landlord within thirty (30) days prior to the termination of this 
lease, whether Landlord desires removal of any alterations, additions or 
improvements installed by or for Tenant at Tenant's expense, and 
thereupon Tenant shall promptly remove any thereof so designated by 
Landlord and shall repair and restore the premises as hereinabove 
specified, all at Tenant's expense.  If Tenant, on or before the end of 
the term or sooner termination of this lease, falls to do said work of 
removal, repair and restoration, Landlord may cause said work to be 
done, and Tenant shall reimburse Landlord for all costs and expenses 
thereof; or at Landlord's option, the property not so removed shall be 
deemed to be abandoned by Tenant and shall become the sole property of 
Landlord.

Section S. Quiet Enjoyment.

	Landlord hereby covenants and agrees that so long as Tenant shall 
faithfully perform each and all of the terms and conditions required by 
it to be performed hereunder, Tenant shall have quiet and peaceful 
possession of the premises during the entire term hereof.

Section 6. Suitability of Premises.

	It is understood that neither Landlord nor any agent or 
representative of Landlord has made any warranty or other representation 
with respect to the premises or building or regarding the suitability of 
either for Tenant's use.  The taking of possession of the premises by 
Tenant shall be conclusive that the premises and building were in 
satisfactory and acceptable condition at such time.

Section 7. Holding Over.

	In the event Tenant shall hold over the premises after the 
expiration of the term hereof with the consent of Landlord, either 
express or implied, such holding over shall be construed to be only a 
tenancy from month to month, subject to all the covenants, conditions 
and obligations hereof, and Tenant hereby agrees to pay Landlord the 
same rentals provided for by this lease for such additional time as 
Tenant shall hold such property.

Section 8. Relationship with Real Estate Broker.

	Tenant warrants that it has not had any relationship with any real 
estate broker or agent in regard to this lease upon which Landlord is or 
may become liable for commission or other compensation.

Section 9. Compliance with Governmental Regulations.

	Tenant shall, at its own cost and expense, promptly and property 
observe, comply with and execute, including the making of any 
alteration, addition or change to the premises, all present and future 
orders, regulations, directions, rules, laws, ordinances and 
requirements of all governmental authorities (including but not limited 
to state, municipal, county and federal governments and their 
departments, bureaus, boards and officials), arising from the use or 
occupancy of, or applicable to, the premises or the vaults, franchises 
or privileges appurtenant to or connected with the enjoyment of the 
premises.  Tenant shall have the right to contest or review, by legal 
procedure or in such other manner as Tenant may deem suitable, at its 
own expense, any such order, regulation, direction, rule, law, ordinance 
or requirement and if able, may have the same cancelled, removed, 
revoked or modified, provided that Landlord is not subject to a criminal 
prosecution and that Landlord's title to the premises is not subject to 
forfeiture, and Tenant hereby agrees to indemnify and hold Landlord 
harmless from and against any civil liability as a result of any such 
contest or review.  Any such proceedings shall be conducted promptly and 
shall include, if Tenant so decides, appropriate appeals.  Whenever 
requirements become absolute after a contest, Tenant shall diligently 
comply with the same or so much thereof as shall have been judicially 
sustained.

Section 10.  Waiver.

	No waiver of any breach of any of the terms, covenants agreements, 
restrictions or conditions of this lease shall be construed as a waiver 
of any succeeding breach of the same or other covenants, agreements, 
restrictions and conditions hereof.

Section 11. Time of the Essence.

	Time is of the essence with respect to the performance of each and 
every provision of this lease.

Section 12.  Notices.

	Any notice required or permitted to be given hereunder shall be in 
writing and may be served personally or by mail.  If served by mail, it 
shall be addressed as follows:

	Landlord:.

	Hon Development Company
	La Paz Professional Center,
	Suite 210
	25200 La Paz Road
	Laguna Hills, California 92653
	Attention:.  Mr. Barry Hon

Tenant:
	Eldorado Bank
	17434 Seventeenth Street
	Tustin, California 92680

	Attention: Mr. Dennis P. Frank

Any notice so given by mail shall be deemed received and effective 
forty-eight (48) hours after being deposited in the United States mail, 
registered or certified mail, return receipt-requested, postage prepaid 
and addressed as specified above.  Either party may from time to time by 
written notice to the other specify a different address for notice 
purposes except that Landlord may in any event use the premises as 
Tenant's address for notice purposes.

 Section 13. Scope of Agreement.

This lease is and shall be considered to be the only agreement 
between the parties hereto, and all negotiations and oral agreements 
acceptable to both parties are included herein.

Section 14.  Estoppel Certificates.

	Tenant shall, at any time and from time to time, upon not less 
than twenty (20) days prior written request by Landlord, deliver a 
statement in writing certifying that this lease is unmodified and in 
full force and effect (or If there has been any modification thereof, 
that the same is in full force and effect, as modified and stating the 
modification or modifications) and the dates to which the rent and other 
charges have been paid in advance, if any.  It is expressly understood 
and agreed that any such statement delivered pursuant thereto may be 
relied upon by any prospective purchaser of the fee or the mortgages or 
the trustee or beneficiary of any deed of trust of the fee of the 
premises.

Section 15.  Inurement.

	Each and all of the covenants, conditions and agreements herein 
contained shall inure to the benefit of Landlord and apply to and bind 
Tenant, their respective heirs, legatees, devisees, executors, 
administrators, successors, assigns, sublessees or any person who may 
come into possession of said premises or any part thereof if any manner 
whatsoever.  Nothing in this section contained shall in any way alter 
the provisions relating to assignment or subletting hereinabove 
provided.

Section 16.  Assignment by Landlord.

	In the event Landlord shall sell or transfer the premises or any 
part thereof and as a part of said transaction shall assign its interest 
as Landlord in and to this lease, then from and after the effective date 
of said sale, assignment or transfer, Landlord shall have no further 
liability hereunder to Tenant except as to matters of liability which 
shall have accrued and be unsatisfied as of such date.

Section 17. Relationship of Parties.

	The relationship of the parties hereto is that of Landlord and 
Tenant, and it is expressly understood and agreed that Landlord does not 
in any way nor for any purpose become a partner of Tenant in the conduct 
of Tenant's business or otherwise, or a joint venturer with Tenant, and 
that the provisions of this lease and the agreements relating to rent 
payable hereunder are included solely for the purpose of providing a 
method whereby rental payments are to be measured and ascertained.

Section 18.  Captions and Terms.

	The captions of the paragraphs of this lease are for convenience 
only and are not a part of this lease and do not, in any way, limit or 
amplify the terms and provisions of this lease.

	Whenever the singular is used in this lease and, when required by 
the context, the same shall include the plural and the masculine gender 
shall include the feminine and neuter genders, and the word "person" 
shall include corporation, firm or association, and if Tenant or 
Landlord be more than one (1) person, the obligations imposed under this 
lease upon Tenant or Landlord shall be joint and several.

Section 19.  Short Form Lease.

	The parties hereto shall, concurrently with the execution of this 
lease execute and deliver a short form Memorandum of Lease for the 
purpose of recording the same.

Section 20.  Entire Agreement.

	This lease contains the entire agreement of the parties hereto 
with respect to the matters covered hereby, and not other previous 
Agreement, statement or promise made by and party hereto which is not 
contained herein shall be binding or valid.

	IN WITNESS WEJEREOR, the parties hereto have executed this Lease 
on the day and year first hereinabove written.

	
HON DEVELOPMENT COMPANY

Landlord



a California corporation
"Tenant"

	Eldorado Bank

EXHIBIT 10.10
STANDARD OFFICE LEASE GROSS

AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION

1.	Basic Lease Provisions ("Basic Lease Provisions")

1.1	Parties: This Lease dated for reference purposes only October 15, 
1997 is made by and between Universal Bank (herein called "Lessor") and 
Orange National Bank doing business under the name of (herein called 
"Lessee").

1.2	Premises: Suite Number(s) west wing, consisting of approximately 
13,845 feet more or less, as defined in paragraph 2 and as shown on 
Exhibit "A" hereto (the "Premises".). 

1.3	Building: Commonly described as being located at 1249 East Katella 
in the City of Orange County of Orange State of California as more 
particularly described In Exhibit "A" hereto, and as defined in 
paragraph 2.

1.4	Use:  Bank-Branch/ Office Use/ATM/Night Depository subject to 
paragraph 6.

1.5 Term:  Sixty-two months commencing November 7, 1997 
("Commencement Date") and ending January 6, 2003 as defined In 
paragraph 3.

1.6	Base Rent:   $11,429.40 per month, payable on the lst day of each 
month, per paragraph 4.1

1.7	Base Rent increase: On November 6, 1998 the monthly Base Rent 
payable under paragraph 1.6 above should be adjusted as provided in 
paragraph 4.3 below.

1.8	Rent Paid Upon Execution: $11,429.40

1.9	Security Deposit: $11,429.40

1.10	Lessee's Share of Operating Expense Increase: 64.6% as defined in 
paragraph 4.2.

2.	Premises, Parking and Common Areas.

2.1	Premises: The Premises are a portion of a building, herein 
sometimes referred to as the "Building" Identified In paragraph 1.3 of 
the Basic Lease Provisions.  "Building" shall include adjacent parking 
structures used in connection therewith.  The Premises, the Building, the 
Common Areas, the land upon which the same are located, along with all 
other buildings and improvements thereon or thereunder, are herein 
collectively referred to as the "Office Building Project" Lessor hereby 
leases to Lessee and Lessee leases from Lessor for the term, at the 
rental and upon all of the conditions set forth herein, the real property 
referred to in the Basic Lease Provisions, paragraph 1.2, as the 
"Premises" including rights to the Common Areas as hereinafter 
specified.

2.2	Vehicle Parking: So long as Lessee is not in default and subject to 
the rules and regulations attached hereto, and as established by Lessor 
from time to time, Lessee shall be entitled to rent and use 19 parking 
spaces in the Office Building Project.

2.2.1	If Lessee commits, permits or allows any of the prohibited 
activities described in the Lease or the rules then in effect then Lessor 
shall have the right, without notice, in addition to such other rights 
and remedies that it may have, to remove or tow away the vehicle involved 
and charge the cost to Leases, which Cost shall be Immediately payable 
upon demand by Lessor.

2.2.2	The monthly parking rate per parking space will be $ -O-  per month 
at the commencement of the term of this Lease.  Monthly parking fees 
shall be payable one month in advance prior to the first day of the 
calendar month.

2.3	Common Areas-Definition.  The term "Common Areas" Is defined as all 
areas and facilities outside the Premises and within the exterior 
boundary line of the Office Building Project that are provided and 
designated by the Lessor from time to time for the general non-exclusive 
use of Lessor.  Lessee and of other lessees of the Office Building 
Project and their respective employees, suppliers, shippers.  Customers 
and invitees, including but not limited to common entrances, lobbies, 
corridors, stairways and stairwells, public restrooms, elevators, 
escalators, parking areas to the extent not otherwise prohibited by this 
Lease, loading and unloading areas, trash areas, roadways, sidewalks, 
walkways, parkways, ramps, driveways, landscaped areas and decorative 
walls.

2.4	Common Areas-Rules and Regulations.  Lessee agrees to abide by and 
conform to the rules and regulations attached hereto as Exhibit B with 
respect to the Office Building Project and Common Areas, and to cause its 
employees, suppliers, shippers, customers, and invitees to so abide and 
conform.  Lessor of such other person(s) as Lessor may appoint shall have 
the exclusive control and management of the Common Areas and shall have 
the right, from time to time, to modify, amend and enforce said rules and 
regulations.  Lessor shall not be responsible to Lessee for the 
noncompliance with said rules and regulations by other lessors, their 
agents, employees and invitees of the Office Building Project.

2.5	Common Areas-Changes.  Lessor shall have the right, in Lessor's 
sole discretion, from time to time:

	(a)	To make changes to the Building interior and exterior and 
Common Areas, Including, without limitation, changes in the location, 
size, shape, number, and appearance thereof, including but not limited to 
the lobbies, windows, stairways, air shafts, elevators, escalators, 
restrooms, driveways, entrances, parking spaces, parking areas, loading 
and unloading areas, Ingress, egress, direction of traffic, decorative 
Wells, landscaped areas and walkways; provided however  Lessor shall at 
all times provide the parking facilities required by applicable law:

	(b) To close temporarily any of the Common Areas for maintenance 
purposes so long as reasonable access to the Promises remains available;

	(c)	To designate other land and Improvements Outside the 
boundaries of the Office Building Project to be a part of the Common 
Areas, provided that such other land and Improvements have a reasonable 
and functional relationship to the Office Building Project;

	(d)	To add additional buildings and Improvements to the Common 
Areas;

	(e)	To use the Common Areas while engaged in making additional 
Improvements, repairs or alterations to the Office Building Project, or 
any portion thereof:

	(f)	To do and perform such other acts and make such other changes 
in, to or with respect to the Common Areas and Office Building Project as 
Lessor may, In the exercise of sound business judgment deem to be 
appropriate.

3. Term.

3.1	Term. The term and Commencement Date of this lease shall be as 
specified in paragraph 1.5 of the Basic Lease Provisions.

3.2	Delay in Possession. Notwithstanding said Commencement date, if for 
any reason Lessor cannot deliver possession of the Premises to Lessee on 
said date and subject to paragraph 3.2.2, Lessor shall not be subject to 
any liability therefore, nor shall such failure affect the validity of 
this Lease or the obligations of Losses hereunder or extend the term 
hereof; but, in such case, Lessee shall not be obligated to pay rent or 
perform any other obligation of Lessee under the terms of this Lease, 
except as may be otherwise provided in this Lease, until possession of 
the Premises is tendered to Lessee, as hereinafter defined: provided, 
however, that It Lessor shall not have delivered Possession of the 
Premises within sixty (60) days following said Commencement Date, as the 
same may be extended under the terms of a Work Letter executed by Lessor 
and Lessee, Lessee may, at Lessee's option, by notice In writing to 
Lessor within ten (10) days thereafter, cancel this Lease, in which event 
the parties shall be discharged from all obligations hereunder; provided, 
however, that, as to Lessee's obligations, Lessee first reimburses Lessor 
for all Costs incurred for Non-Standard Improvements and. as to Lessor's 
obligations, Lessor's  all return any money previously deposited by 
Lessee (less any offsets due Lessor for Non Standard Improvements and 
provided further, that if such written notice by Lessee Is not received 
by Lessor within said ten (10) day period, Lessee's right to cancel this 
Lease hereunder shall terminate and be of no further force or effect.

3.2.1	Possession Tendered-Defined.  Possession of the Premises shall be 
deemed tendered to Lessee ("Tender of Possession") when (1) the 
improvements to be provided by Lessor under this Lease are substantially 
completed (2) the Building utilities are ready for use In the Premises, 
(3) Lessee has reasonable access to the Premises, and (4) ten (10) days 
shall have expired following advance written notice to Lessee of the 
occurrence of the matters described In (1), (2) and (3), above of this 
paragraph 3.2. 1.
	
3.2.2	Delays Caused by Lessee.  There shall be no abatement of rent and 
the sixty (60) day period following the Commencement Date before which 
Lessees right to cancel this Lease accrues under paragraph 3.2, shall be 
deemed extended to the extent of any delays caused by acts or omissions 
of Lessee, Lessee's agents, employees and contractors.
	
3.3	Early Possession. If Lessee occupies the Premises prior to said 
Commencement Date, such occupancy shall be subject to all Provisions of 
this Lease, such occupancy shall not change the termination date, and 
Lessee shall pay rent for such occupancy.
	
3.4	Uncertain Commencement. In the event commencement of the Lease term 
Is defined as the completion of the improvements, Lessee and Lessor shall 
execute an amendment to this Lease establishing the date of Tender of 
Possession (as defined In paragraph 3.2.1) or the actual taking of 
possession by Lessee whichever first occurs, as the Commencement Date.
	
4.	Rent
	
4.1	Base Rent. Subject to adjustment as hereinafter provided in 
paragraph 4.3, and except as may be otherwise expressly provided in this 
Lease, Lessee to pay to Lessor the Base Rent for the Premises set forth 
in paragraph 1.6 of the Basic Lease Provisions, without offset or 
deduction.  Lessee shall pay Lessor upon execution hereof the advance 
Base Rent described In paragraph 1.8 of the Basic Lease Provision Rent 
for any period during the term hereof which is for less than one month 
shall be prorated based upon the actual number of days of the calendar 
month involved.  Rent shall be payable In Lawful money of the United 
States to Lessor at the address stated herein or to such other persons or 
at such other places as Lessor may designate in writing.

4.2	Operating Expense Increase. Lessee shall pay to Lessor during the 
term hereof, In addition to the Base Rent, Lessee's Share, as hereinafter 
defined, of the amount by which all Operating Expenses, as hereinafter 
defined, for each Comparison Year exceeds the amount of all Operating 
Expenses for the Base Year, such excess being hereinafter referred to as 
the "Operating Expense Increase" in accordance with the following 
provisions:
	
	(a)	"Lessee's Share" is defined, for purposes of this Lease, as 
the percentage set forth In paragraph 1.10 of the Basic Lease Provisions, 
which percentage has been determined by dividing the approximate square 
footage of the Premises by the total approximate square footage of the 
rentable space contained In the Office Building Project.  It is 
understood and agreed that the square footage figures set forth In the 
Basic Lease Provisions are approximations which Lessor and Lessee agree 
are reasonable and shall not be subject to revision except In connection 
with an actual change In the size of the Premises or a change In the 
space available for lease In the Office Building Project.
	
	(b) "Base Year" Is defined as the calendar year in which the Lease 
term commences.
	
	(c)	"Comparison Year" Is defined as each calendar year during the 
term of this Lease subsequent to the Base Year; provided, however, Lessee 
shall have no obligation to pay a share of the Operating Expense Increase 
applicable to the first twelve (12) months of the Lease Term (other than 
such as are mandated by a governmental authority, as to which government 
mandated expenses Lessee shall pay Lessee's Share, notwithstanding they 
occur during the first twelve (12) months).  Lessee's Share of the 
Operating Expense Increase for the first and last Comparison Years of the 
Lease Term shall be prorated according to that portion of such Comparison 
Year as to which Lessee Is responsible for a share of such Increase,
	
	(d)	"Operating Expenses" is defined, for purposes of this Lease, 
to include all costs, It any, Incurred by Lessor In the exercise of Its 
reasonable discretion for the operation, repair, maintenance, and 
replacement, in neat, clean, safe, good order and condition, of the 
Office Building Project, Including but not limited to, the following:
	
		(aa) The Common Areas, Including their surfaces, coverings, 
decorative Items, carpets, drapes and window coverings, and Including 
parking areas, loading and unloading areas, trash areas, roadways, 
sidewalks, walkways, stairways, parkways, driveways, landscaped areas, 
striping, bumpers, irrigation systems.  Common Area lighting facilities, 
building exteriors and roofs, fences and gates:
	
		(bb) All heating, air conditioning, plumbing, electrical 
systems, life safety equipment, telecommunication and other equipment 
used in common by or for the benefit of lessor occupants of the Office 
Building Project, including elevators and escalators, tenant directories, 
fire detection systems Including sprinkler system maintenance and repair.
	
			(ii)	Trash disposal, janitorial and security 
services:
	
			(iii)	Any other service to be provided by Lessor that 
is elsewhere in this Lease stated to be an "Operating Expense":
	
			(iv)	The cost of the premiums for the liability and 
properly insurance policies to be maintained by Lessor under paragraph 8 
hereof:
	
			(v)	The amount of the real properly taxes to be paid 
by Lessor under paragraph 10.1 hereof;
	
			The cost of water, sewer, gas, electricity, and other 
publicly mandated services to the Office Building Project;
	
		(vi)	Labor, salaries and applicable fringe benefits 
and costs, materials, supplies and tools, used in maintaining and/or 
cleaning the Office Building Project and accounting and a management fee 
attributable to the operation of the Office Building Project:
	
		(vii)	Replacing and/or adding Improvements mandated by 
any governmental agency and any repairs or removals necessitated thereby 
amortized over Its useful life according to Federal income tax 
regulations or guidelines for depreciation thereof (including interest on 
the unamortized balance as is then reasonable In the judgment of Lessee's 
accountants):
	
		(ix)	Replacements of equipment or improvements that 
have a useful life for depreciation purposes according to Federal income 
tax guidelines of five (5) years or less, as amortized over such life.
	
	(e)	Operating Expenses shall not Include the costs of 
replacements of equipment or improvements that have a useful life for 
Federal income tax purposes In excess of five (5) years unless it is of 
the type described in paragraph 4.2(d)(viii). In which case their cost 
shall be included as above provided.
	
	(f)	Operating Expenses shall not include any expenses paid by any 
lessee directly to third parties or as to which Lessor is otherwise 
reimbursed by any third party, other tenant, or by Insurance proceeds.
	
	(g)	Lessee's Share of Operating Expense Increase shall be payable 
by Lessee after a reasonably detailed statement of actual expenses is 
presented to Lessee by Lessor.  An amount will be estimated by Lessor 
from time to time in advance of Lessee's Share of the Operating Expense 
Increase for any Comparison Year, and the same shall be payable monthly 
as Lessor shall designate, during each Comparison Year of the Lease term, 
on the same day as the Base Rent Is due hereunder.  In the event that 
Lessee pays Lessor's estimate of Lessee's Share of Operating Expense 
Increase as aforesaid, Lessor shall deliver to Lessee within sixty (60) 
days after the expiration of each Comparison Year a reasonably detailed 
statement showing Lessee's Share of the actual Operating Expense Increase 
Incurred during such year.  If Lessee's payments under this paragraph 
4.2(g) during said Comparison Year exceed Lessee's Share as indicated on 
said statement, Lessee shall be entitled to credit the amount of such 
overpayment against Lessee's Share of Operating Expense Increase next 
falling due.  If Lessee's payments under this paragraph during said 
Comparison Year were less than Lessee's Share as Indicated on said 
statement, Lessee shall pay to Lessor the amount of the deficiency within 
ten (10) days after delivery by Lessor to Lessee of said statement, 
Lessor and Lessee shall forthwith adjust between them by cash payment any 
balance determined to exist with respect to that portion of the last 
Comparison Year for which Lessee is responsible as to Operating Expense 
Increases. notwithstanding that the Lease term may have terminated before 
the end of such Comparison Year.
	
4.3 Rent Increases
	
4.3.1	At times set forth in paragraph 1.7 of the Basic Lease Provisions, 
the monthly Base Rent payable under paragraph 4.1 of this Lease in the 
Consumer Price Index of the Bureau of Labor Statistics Of the Department 
of Labor for All Urban Consumers (1967=100) All Items for the city 
nearest the location of the Building, herein referred to as "C.P.I." 
since the date of this Lease.
	
4.3.2	The monthly Base Rent payable pursuant to paragraph 4.3.1 shall be 
calculated as follows: the Base Rent payable for the first month of the 
term of this Lease, as set forth in paragraph 4.1 of this Lease, shall be 
multiplied by a fraction the numerator of which shall be the CPI of the 
calendar month during which the adjustment Is to take effect, and the 
denominator of which shall be the CPI for the calendar month in which the 
original Lease term commences.  The sum so calculated shall constitute 
the new monthly Base Rent hereunder, but, in no event, shall such new 
monthly Base Rent be less than the Base Rent payable for the month 
Immediately preceding the date for the rent adjustment.
	
4.3.3	In the event the compilation and/or publication of the CPI shall 
be transferred to any other governmental department or bureau or agency 
or shall be discontinued, then the index most nearly the same as the CPI,
shall be used to make such calculations.  In the event that Lessor 
and Lessee cannot agree on such alternative index, then the matter shall 
be submitted for decision to the American Arbitration Association in the 
County in which the Premises are located, In accordance with the then 
rules of said association and the decision of the arbitrators shall be 
binding upon the parties. notwithstanding one party failing to appear 
after due notice of the proceeding.  The cost of said Arbitrators shall 
be paid equally by Lessor and Lessee.
	
4 3.4	Lessee shall continue to pay the rent at the rate previously in 
effect until the increase, if any. is determined.  Within five (5) days 
following the date on which the increase is determined, Lessee shall make 
such payment to Lessor as will bring the increased rental current 
commencing with the effective date of such increase through the date of 
any rental installments then due.  Thereafter the rental shall be paid at 
the increased rate.

5.	Security Deposit.  Lessee shall deposit with Lessor upon execution 
hereof the security deposit set forth in paragraph 1.9 of the Basic Lease 
Provisions as security for Lessee's faithful performance of Lessee's 
obligations hereunder, If Lessee fails to pay rent or other charges due 
hereunder, or otherwise defaults with respect to any provision of this 
Lease, Lessor may use, apply or retain all or any portion of said deposit 
for the payment of any rent or other charge in default for the payment of 
any other sum to which Lessor may become obligated by reason of Lessee's 
default, or to compensate Lessor for any loss or damage which Lessor may 
suffer thereby.  If Lessor so uses or applies all or any portion of said 
deposit, Lessee shall within ten (10) days after written demand therefor 
deposit cash with Lessor in an amount sufficient to restore said deposit 
to the full amount then required of Lessee.  If the monthly Base Rent 
shall, from time to time, increase during the term of this Lease, Lessee 
shall, at the time of such increase, deposit with Lessor additional money 
as a security deposit so that the total amount of the security deposit 
held by Lessor shall at all times bear the same proportion to the then 
current Base Rent as the initial security deposit bears to the initial 
Base Rent set forth In paragraph 1.6 of the Basic Lease Provisions.  
Lessor shall not be required to keep said security deposit separate from 
its general accounts.  It Lessee performs all of Lessee's obligations 
hereunder. said deposit, or so much thereof as has not heretofore been 
applied by Lessor, shall be returned, without payment of interest or 
other increment for its use, to Lessee (or, at Lessor's option, to the 
last assignee, if any, of Lessee's interest hereunder) at the expiration 
of the term hereof, and after Lessee has vacated the Premises.  No trust 
relationship is created herein between Lessor and Lessee with respect to 
said Security Deposit
	
6. Use.
	
6.1	Use.  The Premises shall be used and occupied only for the purpose 
set forth in paragraph 1.4 of the Basic Lease Provisions or any other use 
which is reasonably comparable to that use and for no other purpose.
	
6.2	Compliance with Law
	
	(a)	Lessor warrants to Lessee that the Premises, in the state 
existing on the date that the Lease term commences, but without regard to 
alterations or improvements made by Lessee or the use for which Lessee 
will occupy the Premises, does not violate any covenants or restrictions 
of record. or any applicable building code, regulation or ordinance in 
effect on such Lease term Commencement Date.  In the event it is 
determined that this warranty has been violated, then it shall be the 
obligation of the Lessor, after written notice from Lessee, to promptly, 
at Lessor's sole cost and expense, rectify any such violation.
	
	(b)	Except as provided In paragraph 6.2(a) Lessee shall, at 
Lessee's expense, promptly comply with all applicable statutes, 
ordinances, rules, regulations, orders, covenants and restrictions of 
record, and requirements of any fire insurance underwriters or rating 
bureaus, now in effect or which may hereafter come Into effect, whether 
or not they reflect a change in policy from that now existing, during the 
term or any part of the term hereof, relating In any manner to the 
Premises and the occupation and use by Lessee of the Premises.  Lessee 
shall conduct its business in a lawful	manner and shall not use or 
permit the use of the Premises or the Common Areas in any manner that 
will tend to create waste or a nuisance of shall tend to disturb other 
occupants of the Office Building Project.
	
6.3	Condition of Premises.
	
(b) Lessor shall deliver the Premises to Lessee in a clean Condition on 
the Lease Commencement Date (unless Lessee is already in possession) and 
Lessor warrants to Lessee that the plumbing, lighting, air conditioning, 
and heating system in the Premises shall be in good operating condition 
In the event that it is determined that this warranty has been violated, 
then it shall be the obligation of Lessor, after receipt of written 
notice from Lessee setting forth with specificity the nature of the 
violation, to promptly, at Lessor's sole cost, rectify such violation.

(b)	 Except as otherwise provided in this Lease, Lessee hereby 
accepts the Premises and the Office Building Project in their condition 
existing as of the Lease Commencement Date or the date that Lessee takes 
possession of the Premises, whichever is earlier, subject to all 
applicable zoning, municipal. county and state laws, ordinances and 
regulations governing and regulating the use of the Premises. and any 
easements, covenants or restrictions of record, and accepts this Lease 
subject thereto and to all matters disclosed thereby and by any exhibits 
attached hereto.  Lessee acknowledges that It has satisfied itself by Its 
own independent investigation that the Premises are suitable for its 
intended use, and that neither Lessor nor Lessor's agent or agents has 
made any representation or warranty as of the present or future 
suitability of the Premises, Common Areas, or Office Building Project for 
the conduct of Lessee's business.
	
7.	Maintenance, Repairs, Alterations and Common Area Services.
	
7.1	Lessor's Obligations. Lessor shall keep the Office Building 
Project, including the Premises interior and exterior walls, roof and 
common areas, and the equipment whether used exclusively for the Premises 
or in common with other premises, in good condition and repair, provided, 
however, Lessor shall not be obligated to paint, repair or replace wall 
coverings, or to repair or replace any improvements that are not 
ordinarily a part of the Building or are above then Building standards.  
Except as provided in paragraph 9.5, there shall be no abatement of rent 
or liability of Lessee on account of any Injury or Interference with 
Lessee's business with respect to any improvements, alterations or 
repairs made by Lessor to the Office Building Project or any part 
thereof.  Lessee expressly waives the benefits of any statute now or 
hereafter in effect which would otherwise afford Lessee the right to make 
repairs at Lessor's expense or to terminate this Lease because of 
Lessor's failure to keep the Premises in good order, condition and 
repair.
	
7.2	Lessee's Obligations.  Notwithstanding Lessor's obligation to keep 
the Premises in good condition and repair, Lessee shall be responsible 
for payment of the cost thereof to Lessor as additional rent for that 
portion of the cost of any maintenance and repair of the Premises, or any 
equipment (wherever located) that serves only Lessee or the Premises, to 
the extent such cost is attributable to causes beyond normal wear and 
tear.  Lessee shall be responsible for the cost of painting, repairing or 
replacing wall coverings and to repair or replace any Premises 
improvements that are not ordinarily a part of the Building or that are 
above then Building standards.  Lessor may, at its option upon reasonable 
notice elect to have Lessee perform any particular such maintenance or 
repairs the cost of which is otherwise Lessee's responsibility hereunder.
	(b) On the last day of the term hereof, or on any sooner 
termination.  Lessee shall surrender the Premises to Lessor in the same 
condition as received, ordinary wear and tear excepted, clean and free of 
debris.  Any damage or deterioration of the Premises shall not be deemed 
ordinary wear and tear if the same could have been prevented by good 
maintenance practices by Lessee.  Lessee shall repair any damage to the 
Premises occasioned by the installation or removal of Lessee's trade 
fixtures, alterations, furnishings and equipment.  Except as otherwise 
stated in this Lease, Lessee shall leave the air lines, power panels, 
electrical distribution systems, lighting fixtures, air conditioning, 
window coverings, wall coverings, carpets, wall, paneling, ceilings and 
plumbing on the Premises and in good operating condition.
	
7.3	Alterations and Additions.	Lessee shall not without Lessor's 
prior written consent make any alterations, improvements, additions, 
Utility Installations or repairs in, on or about the Premises, or the 
Office Building Project.  As used in this paragraph 7.3 the term "Utility 
Installation" shall mean carpeting, window and wall coverings, power 
panels, electrical distribution systems, lighting fixtures, air 
conditioning, plumbing, and telephone and telecommunication wiring and 
equipment.  At the expiration of the term, Lessor may require the removal 
of any or all of said alterations, improvements, additions or Utility 
Installations, and the restoration of the Premises and the Office 
Building Project to their prior condition, at Lessee's expense.  Should 
Lessor permit Lessee to make its own alterations, improvements, additions 
or Utility Installations.  Lessee shall use only such contractor as has 
been expressly approved by Lessor, and Lessor may require Lessee to 
provide Lessor, at Lessee's sole cost and expense, a lien and completion 
bond in an amount equal to one and one-half times the estimated cost of 
such improvements, to insure Lessor against any liability for mechanic's 
and materialmen's liens and to Insure completion of the work.  Should 
Lessee make any alterations, improvements, additions or Utility 
Installations without the prior approval of Lessor, or use a contractor 
not expressly approval by Lessor, Lessor may, at any time during the term 
of this Lease require that Lessee remove any part or all of the same.
	
	(b)	Any alterations, improvements, additions or Utility 
Installations in or about the Premises or the Office Building Project 
that Lessee shall desire to make shall be presented to Lessor in written 
form, with proposed detailed plans.  If Lessor shall give its consent to 
Lessee's making such alteration, improvement, addition or Utility 
Installation, the consent shall be deemed conditioned upon Lessee 
acquiring a permit to do so from the applicable governmental agencies, 
furnishing a copy thereof to Lessor prior to the commencement of the 
work, and compliance by Lessee with all conditions of said permit in a 
prompt and expeditious manner.
	
	(c)	Lessee shall pay, when due, all claims for labor or materials 
furnished or alleged to have been furnished to or for Lessee at or for 
use in the Premises, which claims are or may be secured by any mechanic's 
or materialmen's lien against the Premises, the Building or the Office 
Building Project, or any interest therein.
	
	(d)	Lessee sha11 give Lessor not less than ten (10) days' notice 
prior to the commencement of any work in the Premises by Lessee, and 
Lessor shall have the right to post notices of non-responsibility in or 
on the Premises or the Building as provided by law If Lessee shall, in 
good faith. contest the validity of any such lien, claim or demand, then 
Lessee shall, at its sole expense defend itself and Lessor against the 
same and shall pay and satisfy any such adverse Judgment that may be 
rendered thereon before the enforcement thereof against the Lessor or the 
Premises, the Building or the Office Building Project, upon the condition 
that If Lessor shall require, Lessee shall furnish to Lessor a surety 
bond satisfactory to Lessor in an amount equal to such contested lien 
claim or demand indemnifying Lessor against liability for the same and 
holding the Premises, the Building and the Office Building Project free 
from the effect of such lien or claim, In addition, Lessor may require 
Lessee to pay Lessor's reasonable attorneys' fees and costs in 
participating in such action if Lessor shall decide it is to Lessor's 
best interest so to do.
	
	(e)	All alterations, improvements, additions and Utility 
Installations (whether or not such Utility Installations constitute trade 
fixtures of Lessee), which may be made to the Premises by Lessee, 
including but not limited to, floor coverings, panelings, doors, drapes, 
built-ins, moldings, sound attenuation, and lighting and telephone or 
communication systems, conduit, wiring and outlets, shall be made and 
done In a good and workmanlike manner and of good and sufficient quality 
and materials shall be the properly of Lessor and remain upon and be 
surrendered with the Premises at the expiration of the Lease term, unless 
Lessor require their removal pursuant to paragraph 7.3(a). Provided 
Lessee is not In default, notwithstanding the provisions of this 
paragraph 7.3(e), Lessee's personal properly and equipment, other than 
that which is affixed to the Premises so that it cannot be removed 
without material damage to the Premises or the Building, and other than 
Utility Installations, shall remain the property of Lessee and may be 
removed by Lessee subject to the provisions of paragraph 7.2.
	
	(f)	Lessee shall provide Lessor with as-built plans and 
specifications for any alterations, improvements, additions or Utility 
Installations.
	
7.4	Utility Additions.  Lessor reserves the right to Install new or 
additional utility facilities throughout the Office Building Project for 
the benefit of Lessor or Lessee, or any other lessee of the Office 
Building Project, including, but not by way of limitation, such utilities 
as plumbing, electrical systems, communication systems, and fire 
protection and detection systems, so long as such Installations do not 
unreasonably Interfere with Lessee's use of the Premises.
	
8.	Insurance; Indemnity.
	
8.1	Liability Insurance-Lessee.  Lessee shall, at Lessee's expense, 
obtain and keep In force during the term of this Lease a policy of 
Comprehensive General Liability insurance utilizing an Insurance Services 
Office standard form in an amount of not less than $1,000,000 per 
occurrence of bodily Injury and property damage combined and shall insure 
Lessee with Lessor as an additional Insured against liability arising out 
of the use, occupancy or maintenance of the Premises.  Compliance with 
the above requirement shall not, however, limit the liability of Lessee 
hereunder.
	
8.2	Liability Insurance-Lessor.  Lessor shall obtain and keep In force 
during the term of this Lease a policy of Combined Single Limit Bodily 
Injury and Broad Form Property Damage insurance, plus coverage against 
such other risks Lessor deems advisable from time to time, insuring 
Lessor, but not Lessee, against liability arising out of the ownership, 
use, occupancy or maintenance of the Office Building Project In an amount 
not less than $5,000.000.00 per occurrence.
	
8.3	Property insurance-Lessee.  Lessee shall, at Lessee's expense, 
obtain and keep in force during the term of this Lease for the benefit of 
Lessee, replacement cost fire and extended coverage Insurance, with 
vandalism and malicious mischief, sprinkler leakage and earthquake 
sprinkler leakage endorsements, in an amount sufficient to cover not less 
than 100% of the full replacement cost, as the same may exist from time 
to time of all of Lessee's personal property, fixtures, equipment and 
tenant Improvements.
	
8.4	Property Insurance-Lessor.  Lessor shall obtain and keep In force 
during the term of this Lease a policy or policies of Insurance covering 
loss or damage to the Office Building Project Improvements, but not 
Lessee's personal property, fixtures, equipment or tenant Improvements, 
In the amount of the full replacement cost thereof, as the same may exist 
from time to time, utilizing Insurance Services Office standard form, or 
equivalent, providing protection against all perils Included within the 
classification of fire, extended coverage, vandalism, malicious mischief, 
plate glass, and such other perils as Lessor deems advisable or may be 
required by a lender having a lien on the Office Building Project.  In 
addition.  Lessor shall obtain and keep In force, during the term of this 
Lease, a policy of rental value Insurance covering a period of one year, 
with loss payable to Lessor, which Insurance shall also cover all 
Operating Expenses for said period.  Lessee will not be named in any such 
policies carried by Lessor and shall have no right to any proceeds 
therefrom.  The policies required by these paragraphs 8.2 and 8.4 shall 
contain such deductibles as Lessor or the aforesaid lender may determine. 
 In the event that the Premises shall suffer an Insured loss as defined 
in paragraph 9.10 hereof, the deductible amounts under the applicable 
Insurance policies shall be deemed an Operating Expense.  Lessee shall 
not do or permit to be done anything which shall invalidate the Insurance 
policies carried by Lessor.  Lessee shall pay the entirety of any 
increase in the property Insurance premium nor the Office Building 
Project over what it was Immediately prior to the commencement of the 
term of this Lease If the Increase is specified by Lessor's Insurance 
carrier as being caused by the nature of Lessee's occupancy or any act or 
omission of Lessee.
	
8.5	Insurance Policies.  Lessee shall deliver to Lessor copies of 
liability insurance policies required under paragraph 8.l or certificates 
evidencing the existence and amounts of such Insurance within seven (7) 
days after the Commencement Date of this Lease.  No such policy shall be 
cancelable or subject to reduction of coverage or other modification 
except after thirty (30) days prior written notice to Lessor.  Lessee 
shall, at least thirty (30) days prior to the expiration of such 
policies, furnish Lessor with renewals thereof.
	
8.6	Waiver of Subrogation.  Lessee and Lessor each hereby release and 
relieve the other, and waive their entire right of recovery against the 
other, for direct or consequential loss or damage arising out of or 
Incident to the perils covered by property insurance carried by such 
party, whether due to the negligence of Lessor or Lessee or their agents, 
employees, contractors and/or invitees.  If necessary all property 
Insurance policies required under this Lease shall be endorsed to so 
provide.
	
8.7	Indemnity Lessee shall Indemnity and hold harmless Lessor and its 
agents, Lessor's master or ground lessor, partners and lenders, from and 
against any and all claims for damage to the person or property of anyone 
or any entity arising from Lessee's use of the Office Building Project, 
or from the conduct of Lessee's business or from any activity, work or 
things done, permitted or suffered by Lessee In or about the Premises or 
elsewhere and shall further Indemnity and hold harmless Lessor from and 
against any and all Claims, Costs and expenses arising from any breach or 
default In the performance of any obligation on Lessee's part to be 
performed under the terms of this Lease, or arising from any act or 
omission of Lessee, or any of Lessee's agents, contractors, employees, or 
invitees, and from and against all costs, attorney's fees, expenses and 
liabilities Incurred by Lessor as the result of any such use, conduct, 
activity, work, things done, permitted or suffered, breach, default or 
negligence, and In dealing reasonably therewith, Including but not 
limited to the defense or pursuit of any claim or any action or 
proceeding involved, therein; and In case any action or proceeding be 
brought against Lessor by reason of any such matter, Lessee upon notice 
from Lessor shall defend the same at Lessee's expense by counsel 
reasonably satisfactory to Lessor and Lessor shall cooperate with Lessee 
In such defense.  Lessor need not have first paid any such claim In order 
to be so indemnified.  Lessee, as a material part of the consideration to 
Lessor, hereby assumes all risk of damage to property of Lessee or Injury 
to persons, In, upon or about the Office Building Project arising from 
any cause and Lessee hereby waives all claims In respect thereof against 
Lessor.
	
8.8	Exemption of Lessor from Liability.  Lessee hereby agrees that 
Lessor shall not be liable for Injury to Lessee's business or any loss of 
Income therefrom or for loss of or damage to the goods, wares, 
merchandise or other property of Lessee, Lessee's employees, invitees, 
Customers, or any other person In or about the Premises or the Office 
Building Project, nor shall Lessor be liable for injury to the person of 
Lessee, Lessee's employees. agents or contractors, whether such damage or 
injury Is caused by or results from theft, fire, steam, electricity, gas, 
water or rain, or from the breakage, leakage, obstruction or other 
defects of pipes, sprinklers, wires, appliances, plumbing, air 
conditioning or lighting fixtures, or from any other cause, whether said 
damage or Injury results from conditions arising upon the Premises or 
upon other portions of the Office Building Project, or from other sources 
Of places, or from new construction or the repair, alteration or 
improvement of any part of the Office Building Project, or of the 
equipment, fixtures or appurtenances applicable thereto, and regardless 
of whether the cause of such damage or Injury or the means of repairing 
the same is inaccessible, Lessor shall not be liable for any damages 
arising from any act or neglect of any other lessee, occupant or user of 
the Office Building Project, nor from the failure of Lessor to enforce 
the provisions of any other lease of any other lessee of the Office 
Building Project.
	
8.9	No Representation of Adequate Coverage.  Lessor makes no 
representation that the limits or forms of coverage of insurance 
specified in this paragraph 8 are adequate to cover Lessee's property or 
obligations under this Lease.
	
9.	Damage or Destruction.
	
9.1	Definitions.
	
	(a)	"Premises Damage" shall mean if the Premises are damaged or 
destroyed to any extent.
	
	(b)	"Premises Building Partial Damage" shall mean if the 
Building of which the Premises are a part is damaged or destroyed to the 
extent that the cost to repair Is less than fifty percent (60%) of the 
then Replacement Cost of the building.
	
	(c)	"Premises Building Total Destruction" shall mean if the 
Building of which the Premises are a part Is damaged or destroyed to the 
extent that the Cost to repair is fifty percent (50%) or more of the then 
Replacement Cost of the Building.
	
	(d)	"Office Building Project Buildings" shall mean all of the 
buildings on the Office Building  Project site.
	
	(e)	"Office Building Project Buildings Total Destruction" shall 
mean If the Office Building Project Buildings are damaged or destroyed 
to the extent that the cost of repair is fifty percent (50%) or more of 
the then Replacement Cost of the Office Building Project Buildings.
	
	(f)	"Insured Loss" shall mean damage or destruction which was 
caused by an event required to be covered by the Insurance described in 
paragraph 5. The fact that an Insured Loss has a deductible amount shall 
not make the loss an uninsured loss.
	
	(g)	"Replacement Cost" shall mean the amount of money necessary 
to be spent In order to repair or rebuild the damaged area to the 
condition that existed Immediately prior to the damage occurring, 
excluding all Improvements made by lessees, other then those Installed by 
Lessor at Lessee's expense.
	
9.2 Premises Damage; Premises Building Partial Damage.
	
	(a)	Insured Loss: Subject to the provisions of paragraphs 9.4 and 
9.5, if at any time during the term of this Lease there is damage which 
is an Insured Loss and which falls into the classification of either 
Premises Damage or Premises Building Partial Damage, then Lessor shall, 
as soon as reasonably possible and to the extent the required materials 
and labor are readily available through usual commercial channels, at 
Lessor's expense,	repair such damage (but not Lessee's fixtures, 
equipment or tenant improvements originally paid for by Lessee) to its 
condition existing at the time of the damage, and this Lease shall 
continue in full force and effect
	
	(b)	Uninsured Loss: Subject to the provisions of paragraphs 9.4 
and 9.5, if at any time during the term of this Lease there is damage 
which is not an Insured Loss and which falls within the classification of 
Premises Damage or Premises Building Partial Damage, unless caused by a 
negligent or willful act of Lessee (in which event Lessee shall make the 
repairs at Lessee's expense). which damage prevents Lessee from making 
any substantial use of the Premises.  Lessor may at Lessor's option 
either (i) repair such damage as soon as reasonably possible at Lessor's 
expense, in which event this Lease shall continue in full force and 
effect, or (ii) give written notice to Lessee within thirty (30) days 
after the date of the occurrence of Such damage of Lessor's intention to 
cancel and terminate this Lease as of the date of the occurrence of such 
damage, in which event this Lease shall terminate as of the date of the 
occurrence of such damage
	
9.4 Promises Building Total Destruction; Office Building Project Total 
Destruction.  Subject to the provisions of paragraphs 9.4 and 9.5, if at 
any time during the term of this Lease there is damage, whether or not it 
is an Insured Loss, which falls Into the classifications of either (I) 
Premises Building Total Destruction, or (11) Office Building Project 
Total Destruction, then Lessor may at Lessor's option either (I) repair 
such damage or destruction as soon as reasonably possible at Lessor's 
expense (to the extent the required materials are readily available 
through usual commercial channels) to Its condition existing at the time 
of the damage, but not Lessee's fixtures, equipment or tenant 
Improvements, and this Lease shall continue in full force and effect, or 
(II) give written notice to Lessee within thirty (30) days after the date 
of occurrence of such damage of Lessor's intention to cancel and 
terminate this Lease, in which case this Lease shall terminate as of the 
date of the occurrence of such damage.

9.4	Damage Near End of Term.
	
	(a)	Subject to paragraph 9.4(b), if at any time during the last 
twelve (12) months of the term of this Lease there Is substantial damage 
to the Premises, Lessor may at Lessor's option cancel and terminate this 
Lease as of the date of occurrence of such damage by giving written 
notice to Lessee of Lessor's election to do so within 30 days after the 
date of occurrence of such damage.
	
	(b)	Notwithstanding paragraph 9.4(a), in the even that Lessee has 
an option to extend or renew this Lease, and the time within which said 
option may be exercised has not yet expired, Lessee shall exercise such 
option, if it Is to be exercised at all  no later than twenty (20) days 
after the occurrence of an Insured Loss falling within the classification 
of Premises Damage during the last twelve (12) months of the term of this 
Lease.  If Lessee duly exercises such option during said twenty (20) day 
period, Lessor shall, at Lessor's expense, repair such damage, but not 
Lessee's fixtures, equipment or tenant Improvements, as soon as 
reasonably possible and this Lease shall continue In full force and 
effect.  If Lessee fails to exercise such option during said twenty (20) 
day period then Lessor may at Lessor's option terminate and cancel this 
Lease as of the expiration of said twenty (20) day period by giving 
written notice to Lessee of Lessor's election to do so within ten (10) 
days after the expiration of said twenty (20) day period notwithstanding 
any term or provision in the grant of option to the contrary.
		
9.5	Abatement of Rent; Lessor's Remedies.
	
	(a)	In the event Lessor repairs or restores the Building or 
Premises pursuant to the provisions of this paragraph 9, and any part of 
the Premises are not usable (including loss of use due to loss of access 
or essential services), the rent payable hereunder (including Lessee's 
Share of Operating Expense Increase) for the period during which such 
damage, repair or restoration Continues shall be abated, provided (1) the 
damage was not the result of the negligence of Lessee, and (2) such 
abatement shall only be to the extent the operation and profitability of 
Lessee's business as operated from the Premises is adversely affected.  
Except for said abatement of rent, if any, Lessee shall have no claim 
against Lessor for any damage suffered by reason of any such damage, 
destruction, repair or restoration.
	
	(b)	If Lessor shall be obligated to repair or restore the 
Premises or the Building under the provisions of this Paragraph 9 and 
shall not commence such repair or restoration within ninety (90) days 
after such occurrence, or if Lessor shall not complete the restoration 
and repair within six (6) months after such occurrence.  Lessee may at 
Lessee's option cancel and terminate this Lease by giving Lessor written 
notice of Lessee's election to do so at any time prior to the 
commencement or completion, respectively, of such repair or restoration. 
 In such event this Lease shall terminate as of the date of such notice.
	
	(c)	Lessee agrees to cooperate with Lessor in connection with any 
such restoration and repair, including but not limited to the approval 
and/or execution of plans and specifications required.
	
9.6 Termination-Advance Payments.  Upon termination of this Lease 
pursuant to this paragraph 9, an equitable adjustment shall be made 
concerning advance rent and any advance payments made by Lessee to 
Lessor.  Lessor shall, in addition return to Lessee so much of Lessee's 
security deposit as has not theretofore been applied by Lessor.
	
9.7	Waiver.  Lessor and Lessee waive the provisions of any statute 
which relate to termination of leases when leased property is destroyed 
and agree that such event shall be governed by the terms of this Lease.
	
10.	Real Property Taxes.
	
10.1	Payment of Taxes.  Lessor shall pay the real properly tax, as 
defined in paragraph 10.3, applicable to the Office Building Project 
subject to reimbursement by Lessee of Lessee's Share of such taxes in 
accordance with the provisions of paragraph 4.2, except as otherwise 
provided in paragraph 10.2.
	
10.2	Additional Improvements.  Lessee shall not be responsible for 
paying any increase in real property tax specified In the tax assessor's 
records and work sheets as being caused by additional improvements placed 
upon the Office Building Project by other lessees or by Lessor for the 
exclusive enjoyment of any other lessee.  Lessee shall,  however, pay to 
Lessor at the lime that Operating Expenses are payable under paragraph 
4,2(c) the entirety of any increase in real property tax if assessed 
solely by reason of additional improvements placed upon the Premises by 
Lessee of at Lessee's request.
	
10.3	Definition of "Real Property Tax" As used herein, the term "real 
properly tax" shall include any form of real estate tax or assessment, 
general, special, ordinary or extraordinary and any license fee, 
commercial rental tax, improvement bond or bonds, levy or tax (other than 
Inheritance, personal income or estate taxes) Imposed on the Office 
Building Project or any portion thereof by any authority having the 
direct or Indirect power to tax, including any city, county, state or 
federal government, or any school, agricultural, sanitary, fire, street, 
drainage or other improvement district thereof. as against any legal or 
equitable interest of Lessor in the Office Building Project or in any 
portion thereof, as against Lessor's right to rent or other income 
therefrom, and as against Lessor's business of leasing the Office 
Building Project.  The term "real property tax" shall also include any 
tax, fee levy, assessment or charge (I) in substitution of, partially or 
totally, any tax, fee, levy, assessment or charge hereinabove Included 
within the definition of "real properly tax" or (II) the nature of which 
was hereinbefore included within the definition of "real property tax:' 
or (III) which is imposed for a service on but not charged prior to June 
1, 1978, or, if previously charged, has been increased since June 1, 
1978, or (iv) which is imposed as a result of a change in ownership, as 
defined by applicable local statutes for property tax purposes, of the 
Office Building Project or which is added to a tax or charge hereinbefore 
included within the definition of real property lax by reason of such 
change of ownership, or (v) which is Imposed by reason of this 
transaction, any modifications or changes hereto, or any transfers hereof
	
10.4	Joint Assessment If the improvements or properly the taxes for 
which are to be paid separately by Lessee under paragraph 10 2 or 10 5 
are not separately assessed, Lessee's portion of that tax shall be 
equitably determined by Lessor from the respective valuations assigned in 
the assessor's work sheets or such other Information (which may include 
the cost of construction) as may be reasonably available.  Lessor's 
reasonable determination thereof, in good faith, shall be conclusive.
	
10.5	Personal Property Taxes.
	
	(a)	Lessee shall pay prior to delinquency all taxes assessed 
against and levied upon trade fixtures, furnishings, equipment and all 
other personal properly of Lessee contained In the Premises or elsewhere.
	
	(b)	If any of Lessee's said personal property shall be assessed 
with Lessor's real properly, Lessee shall pay to Lessor the taxes 
attributable to Lessee within ten (10) days after receipt of a written 
statement setting forth the taxes applicable to Lessee's property.
	
11. Utilities. 
		
11.1	Services provided by Lessor.  Lessor shall provide heating, 
ventilation, air conditioning, and janitorial service as reasonably 
required able amounts of electricity for normal lighting and office ATM 
machines, water for reasonable and normal drinking and lavatory use, and 
replacement light bulbs and/or fluorescent tubes and ballasts for 
standard overhead fixtures.
	
11.2	Services Exclusive to Lessee.  Lessee shall pay for all water. gas, 
heat, light, power, telephone and other utilities and services specially 
or exclusively supplied and/or metered exclusively to the Premises or to 
Lessee, together with any taxes thereon.  If any such services are not 
separately metered to the Premises, Lessee shall pay at Lessor's option, 
either Lessee's Share or p reasonable proportion to be determined by 
Lessor of all charges jointly metered with other premises In the 
Building.
	
11.3	Hours of Service.  Said services and utilities shall be provided 
during generally accepted business days and hours or such other days or 
hours as may hereafter be set forth.  Utilities and services required at 
other times shall be subject to advance request and reimbursement by 
Lessee to Lessor of the cost thereof. 
	
11.4	Excess Usage by Lessee, Lessee shall not make connection to the 
utilities except by or through existing outlets and shall not install of 
use machinery or equipment in or about the Premises that uses excess 
water, lighting or power, or suffer or permit any act that causes extra 
burden upon the utilities or services, including but not limited to 
security services, over standard office usage for the Office Building 
Project.  Lessor shall require Lessee to reimburse Lessor for any excess 
expenses or costs that may arise out of a breach of this subparagraph by 
Lessee.  Lessor may, in its sole discretion, install at Lessee's expense 
supplemental equipment and/or separate metering applicable to Lessee's 
excess usage or loading,
	
11.5	Interruptions.  There shall be no abatement of rent and Lessor 
shall not be liable in any respect whatsoever for the inadequacy, 
stoppage, interruption or discontinuance of any utility or service due to 
riot, strike, labor dispute, breakdowns accident, repair or other cause 
beyond Lessor's reasonable control or In cooperation with governmental 
request or directions.
	
12. Assignment and Subletting. 	See Paragraph 56
	
12.1	Lessor's Consent Required.  Lessee shall not voluntarily or by 
operation of law assign, transfer. mortgage, sublet. or otherwise 
transfer or encumber all or any part of Lessee's interest In the Lease or 
In the Premises, without Lessor's prior written consent, which Lessor 
shall not unreasonably withhold.  Lessor shall respond to Lessee's 
request for consent hereunder In a timely manner and any attempted 
assignment, transfer, mortgage, encumbrance or subletting without such 
consent shall be void, and shall constitute a material default and breach 
of this Lease without the need for notice to Lessee under paragraph 
13.1."Transfer" within the meaning of this paragraph 112 shall include 
the transfer or transfers aggregating: (a) if Lessee Is a corporation, 
more than twenty-five percent (25%) of the voting stock of such 
corporation or (b) if Lessee is a partnership, more than twenty-five 
percent (25%) of the profit and loss participation In such partnership.
	
12.2	Lessee Affiliate.  Notwithstanding the provisions of paragraph 12.1 
hereof, Lessee may assign or sublet the Premises, or any portion thereof, 
without Lessor's consent, to any corporation which controls, is 
controlled by or Is under common control with Lessee, or to any 
corporation resulting from the merger or consolidation with Lessee, or to 
any person or entity which acquires all the assets of Lessee as a going 
concern of the business that is being conducted on the Premises, all of 
which are referred to as "Lessee Affiliate"; provided that before such 
assignment shall be effective, (a) said assignee shall assume, in full, 
the obligations of Lessee under this Lease and (b) Lessor shall be given 
written notice of such assignment and assumption.  Any such assignment 
shall not, In any way, affect or limit the liability of Lessee under the 
terms of this Lease even if alter such assignment or subletting the terms 
of this Lease are materially changed or altered without the consent of 
Lessee, the consent of whom shall not be necessary.
	
12.3	Terms and Conditions Applicable to Assignment and Subletting.  
Regardless of Lessor's consent, no assignment or subletting shall release 
Lessee of Lessee's obligations hereunder or alter the primary liability 
of Lessee to pay the rent and other Sums due Lessor hereunder including 
Lessee's Share of Operating Expense Increase, and to perform all other 
obligations to be performed by Lessee hereunder.
	
	(b)	Lessor may accept rent from any person other than Lessee 
pending approval or disapproval of such assignment.
	
	(c)	Neither a delay In the approval or disapproval of such 
assignment or subletting, nor the acceptance of rent, shall constitute a 
waiver or Lessor's right to exercise Its remedies for the breach of any 
of the terms or conditions of this paragraph 12 or this Lease.
	
	(d)	If Lessee's obligations under this Lease have been guaranteed 
by third parties, then an assignment or sublease and Lessor's consent 
thereto shall not be effective unless said guarantors give their written 
consent to such sublease and the terms thereof.
	
	(e)	The consent by Lessor to any assignment or subletting shall 
not constitute a consent to any subsequent assignment or subletting by 
Lessee or to any subsequent or successive assignment or subletting by the 
sublessee, However, Lessor may consent to subsequent sublettings and 
assignments of the sublease or any amendments or modifications thereto 
without notifying Lessee or anyone else liable on the Lease or sublease 
and without obtaining their consent and such action shall not relieve 
such persons from liability under this Lease or said sublease: however, 
such persons shall not be responsible to the extent any such amendment or 
modification enlarges or increases the obligations of the Lessee or 
sublessee under this Lease or such sublease.
	
	(f)	In the event of any default under this Lease, Lessor may 
proceed directly against Lessee, any guarantors or any one else 
responsible for the performance of this Lease, Including the sublettee, 
without first exhausting Lessor's remedies against any other person or 
entity responsible therefore to Lessor, or any security held by Lessor or 
Lessee.
	
	(g)	Lessor's written consent to any assignment or subletting of 
the Premises by Lessee shall not constitute an acknowledgement that no 
default then exists under this Lease of the obligations to be performed 
by Lessee nor shall such consent be deemed a waiver of any then existing 
default, except as may be otherwise stated by Lessor at the time.
	
	(h)	The discovery of the fact that any financial statement relied 
upon by Lessor in giving its consent to an assignment or subletting was 
materially false shall at Lessor's election, render Lessor's said consent 
null and void.
	
12.4	Additional Terms and Conditions Applicable to Subletting.  
Regardless of Lessor's consent, the following terms and conditions shall 
apply to any subletting by Lessee of all or any part of the Premises and 
shall be deemed included in all subleases under this Lease whether or not 
expressly incorporated therein:
	
	(a)	Lessee hereby assigns and transfers to Lessor all of Lessee's 
interest in all rentals and income arising from any sublease heretofore 
of hereafter made by Lessee, and Lessor may collect such rent and income 
and apply same toward Lessee's obligations under this Lease provided, 
however, that until a default shall occur In the performance of Lessee's 
obligations under this Lease, Lessee may receive, collect and enjoy the 
rents accruing under such sublease.  Lessor shall not by reason of this 
or any other assignment of such sublease to Lessor nor by reason of the 
collection of the rents from a sublessee, be deemed liable to the 
sublessee for any failure of Lessee to perform and comply with any of 
Lessee's obligations to such sublessee under such sublease.  Lessee 
hereby Irrevocably authorizes and directs any such subleases, upon 
receipt of a written notice from Lessor stating that a default exists in 
the performance of Lessee's obligations under this Lease, to pay to 
Lessor the rents due and to become due under the sublease.  Lessee agrees 
that such sublease shall have the right to rely upon any such statement 
and request from Lessor and that such sublessee shall pay such rents to 
Lessor without any obligation or right to Inquire as to whether such 
default exists and notwithstanding any notice from or claim from Lessee 
to the contrary.  Lessee shall have no right or claim against said 
subleases or Lessor for any such rents so paid by said sublessee to 
Lessor,
	
	(b)	No sublease entered Into by Lessee shall be effective unless 
and until it has been approved In writing by Lessor.  In entering into 
any sublease, Lessee shall use only such form of sublessee as is 
satisfactory to Lessor, and once approved by Lessor, such sublease shall 
not be changed or modified without Lessor's prior written consent.  Any 
sublease shall, by reason of entering Into a sublease under this Lease, 
be deemed, for the benefit of Lessor, to have assumed and agreed to 
conform and comply with each and every obligation herein to be performed 
by Lessee other than such obligations as are contrary to or Inconsistent 
with provisions contained In a sublease to which Lessor has expressly 
consented In writing.
	
	(c)	In the event Lessee shall default in the performance of Its 
obligations under this Lease, Lessor at its option and, without any 
obligation to do 30, may require any sublessee to attorn to Lessor, In 
which event Lessor shall undertake the obligations of Lessee under such 
sublease from the time of the exercise of said option to the termination 
of such sublease; provided, however, Lessor shall not be liable for any 
prepaid rents or security deposit paid by such subleases to Lessee or for 
any other prior defaults of Lessee under such sublease.
	
	(d)	No sublessee shall further assign or sublet all or any part 
of the Premises without Lessor's prior written consent.

	(e)	With respect to any subletting to which Lessor has consented, 
Lessor agrees to deliver a copy of any notice of default by Lessee to the 
sublessee.  Such sublessee shall have the right to cure a default of 
Lessee within three (3) days after service of said notice of default upon 
such sublessee, and the subleases shall have a right of reimbursement and 
offset from and against Lessee for any such defaults cured by the 
sublessee.
	
12.5	Lessee's Expenses.  In the event Lessee shall assign or sublet the 
Premises or request the consent of Lessor to any assignment or subletting 
or If Lessee shall request the consent of Lessor for any act Lessee 
proposes to do then Lessee shall pay Lessor's reasonable costs and 
expenses incurred In connection therewith, Including attorneys: 
architects: engineers' or other consultants' fees.
	
12.6	Conditions to Consent. Lessor reserves the right to condition any 
approval to assign or sublet upon Lessor's determination that (a) the 
proposed assignee or sublessee shall conduct a business on the Premises 
of a quality substantially equal to that of and consistent with the 
general character of the other occupants of the Office Building Project 
and not In violation of any exclusives or rights then hold by other 
tenants, and (b) the proposed assignee or sublets to at least as 
financially responsible as Lessee was expected to be at the time of the 
execution of this Lease or of such assignment or subletting, whichever Is 
greater.
	
13.	Default; Remedies
	
13.1	Default. The occurrence of any one or more of the following events 
shall constitute a material default of this Lease by Lessee:
	
	(a)	The vacation or abandonment of the Premises without payment 
of rent by Lessee.
	
	(b)	The breach by Lessee of any of the covenants, conditions or 
provisions of paragraphs 7.3(a), (b) or (d) (alterations), 12.1 
(assignment or subletting), 13.1(a) (vacation or abandonment), 13.1(e) 
(insolvency), 13.1(f) (false statement), 16(a) (estoppel certificate), 
30(b) (subordination), 33 (auctions), or 41.1 (easements), all of which 
are hereby deemed to be material, non-curable defaults without the 
necessity of any notice by Lessor to Lessee thereof.
	
	(c)	The failure by Lessee to make any payment of rent or any 
other payment required to be made by Lessee hereunder, as and when due, 
where such failure shall continue for a period of three (3) days after 
written notice thereof from Lessor to Lessee.  In the event that Lessor 
serves Lessee with a Notice to Pay Rent or Quit pursuant to applicable 
Unlawful Detainer statutes such Notice to Pay Rent or Quit shall also 
constitute the notice required by this subparagraph.  The failure by 
Lessee to observe or perform any of the covenants. conditions or 
provisions of this Lease to be observed or performed by Lessee other than 
those referenced in subparagraphs (b) and (c), above. where such failure 
shall continue for a period of thirty (30) days after written notice 
thereof from Lessor to Lessee: provided. however, that if the nature of 
Lessee's noncompliance is such that more than thirty (30) days are 
reasonably required for its cure, then Lessee shall not be deemed to be 
in default if Lessee commenced such cure within said thirty (30) day 
period and thereafter diligently pursues such cure to completion.  To the 
extent permitted by law such thirty (30) day notice shall constitute the 
sole and exclusive notice required to be given to Lessee under applicable 
Unlawful Detainer statutes.
	
	(d)	(I) The making by Lessee of any general arrangement or 
general assignment for the benefit of creditors: (if) Lessee becoming a 
"debtor" as defined in 11 U.S.C. 101 or any successor statute thereto 
(unless, in the case of, a petition filed against Lessee. the same is 
dismissed within sixty (60) days (III) the appointment of a trustee or 
receiver to take possession of substantially all of Lessee's assets 
located at the Premises or of Lessee's interest in this Lease, where 
possession is not restored to Lessee within thirty (30) days; or (iv) the 
attachment, execution or other judicial seizure of substantially all of 
Lessee's assets located at the Premises or of Lessee's Interest in this 
Lease, where such seizure is not discharged within thirty (30) days.  In 
the event that any provision of this paragraph 13.1(e) is contrary to any 
applicable law, such provision shall be of no force or effect.
	
	(e)	The discovery by Lessor that any financial statement given to 
Lessor by Lessee, or its successor in interest or by any guarantor of 
Lessee's obligation hereunder, was materially false.
	
13.2	Remedies.  In the event of any material default or breach of this 
Lease by Lessee.  Lessor may at any time thereafter, with or without 
notice or demand and without limiting Lessor in the exercise of any right 
or remedy which Lessor may have by reason of such default:
	
	(a)	Terminate Lessee's right to possession of the Premises by any 
lawful means, in which case this Lease and the term hereof shall 
terminate and Lessee shall immediately surrender Possession of the 
Premises to Lessor, In such event Lessor shall be entitled to recover 
from Lessee all damages incurred by Lessor by reason of Lessee's default 
including, but not limited to, the cost of recovering Possession of the 
Premises; expenses of retailing, including necessary renovation and 
alteration of the Premises, reasonable attorneys' fees, and any real 
estate commission actually paid; the worth at the time of award by the 
court having jurisdiction thereof of the amount by which the unpaid rent 
for the balance of the term after the time of such award exceeds the 
amount of such rental loss for the same period that Lessee proves could 
be reasonably avoided; that portion of the leasing commission paid by 
Lessor pursuant to paragraph 15 applicable to the unexpired term of this 
Lease.
	
	(b)	Maintain Lessee's right to possession in which Case this 
Lease shall continue in effect whether or not Lessee shall have vacated 
or abandoned the Premises.  In such event Lessor shall be entitled to 
enforce all of Lessor's rights and remedies under this Lease, Including 
the right to recover the rent as it becomes due hereunder.
	
	(c)	Pursue any other remedy now or hereafter available to Lessor 
under the laws or judicial decisions of the state wherein the Premises 
are located.  Unpaid installments of rent and other unpaid monetary 
obligations of Lessee under the terms of this Lease shall bear interest 
from the date due at the maximum rate then allowable by law.
	
13.3	Default by Lessor.  Lessor shall not be in default unless Lessor 
fails to perform obligations required of Lessor within a reasonable time, 
but in no event later than thirty (30) days after written notice by 
Lessee to Lessor and to the holder of any first mortgage or deed of trust 
covering the Premises whose name and address shall have theretofore been 
furnished to Lessee in writing, specifying wherein Lessor has failed to 
perform such obligation provided, however, that if the nature of 
Lessor's obligation is such that more than thirty (30) days are required 
for performance then Lessor shall not be in default If Lessor commences 
performance within such 30-day period and thereafter diligently pursues 
the same to completion.
	
13.4	Late Charges.  Lessee hereby acknowledges that late payment by 
Lessee to Lessor of Base Rent, Lessee's Share of Operating Expense 
Increase or other Sums due hereunder will cause Lessor to incur costs not 
contemplated by this Lease, the exact amount of which will be extremely 
difficult to be certain.  Such Costs include, but are not limited to 
processing and accounting charges, and late charges which may be imposed 
on Lessor by the terms of any mortgage or trust deed covering the Office 
Building Project.  Accordingly, if any installment of Base Rent, 
Operating Expense Increase. or any other sum due from Lessee shall not be 
received by Lessor or Lessor's designee within ten (10) days after such 
amount shall be due, then, without any requirement for notice to Lessee, 
Lessee shall pay to Lessor a late charge equal to 6% of such overdue 
amount.  The parties hereby agree that such late charge represents a fair 
and reasonable estimate of the costs Lessor will incur by reason of late 
payment by Lessee.  Acceptance of such late charge by Lessor shall in no 
event constitute a waiver of Lessee's default with respect to such 
overdue amount. nor prevent Lessor from exercising any of the other 
rights and remedies granted hereunder.
	
14.	Condemnation.  If the Premises or any portion thereof or the Office 
Building Project are taken under the power of eminent domain, or sold 
under the threat of the exercise of said power (all of which are herein 
called "condemnation"), this Lease shall terminate as to the part so 
taken as of the date the condemning authority takes title or possession, 
whichever first occurs; provided that if so much of the Premises or the 
Office Building Project are taken by such condemnation as would 
substantially and adversely affect the operation and profitability of 
Lessee's business conducted from the Premises, Lessee shall have the 
option, to be exercised only in writing within thirty (30) days after 
Lessor shall have given Lessee written notice of such taking (or In the 
absence of such notice, within thirty (30) days after the condemning 
authority shall have taken Possession, to terminate this Lease as of the 
date the condemning authority takes such possession, If Lessee does not 
terminate this Lease in accordance with the foregoing, this Lease shall 
remain in full force and effect as to the portion of the Premises 
remaining, except that the rent and Lessee's Share of Operating Expense 
Increase shall be reduced in the proportion that the floor area of the 
Premises taken bears to the total floor area of the Premises.  Common 
Areas taken shall be excluded from the Common Areas Usable by Lessee and 
no reduction of rent shall occur with respect thereto or by reason 
thereof, Lessor shall have the option In its sole discretion to terminate 
this Lease as of the taking of possession by the condemning authority, by 
giving written notice to Lessee of such election within thirty (30) days 
after receipt of notice of a taking by condemnation of any part of the 
Premises or the Office Building Project.  Any award for the taking of all 
or any Dart of the Premises or the Office Building Project under the 
power of eminent domain or any payment made under threat of the exercise 
of such power shall be the property of Lessor, whether such award shall 
be made as compensation for diminution In value of the leasehold or for 
the taking of the fee, or as severance damages, provided, however that 
Lessee shall be entitled to any separate award for loss of or damage to 
Lessee's trade fixtures, removable personal properly and unamortized 
tenant improvements that have been paid for by Lessee.  For that purpose 
the cost of such improvements shall be amortized over the original term 
of this Lease excluding any options.  In the event that this Lease Is not 
terminated by reason of such condemnation, Lessor shall to the extent of 
severance damages received by Lessor In connection with such 
condemnation, repair any damage to the Premises caused by such 
condemnation except to the extent that Lessee has been reimbursed 
therefor by the condemning authority Lessee shall pay any amount in 
excess of such severance damages required to complete such repair.
	
15.	Broker's Fees
	
	(a)	The brokers involved in this transaction are Dan Mitchell, 
Voit as "listing broker" and     Brian Doner Daum  as "Cooperating 
broker," licensed real estate broker(s).  A "cooperating broker" is 
defined as any broker other than the listing broker entitled to a share 
of any commission arising under this Lease.  Upon execution of this Lease 
by both parties, Lessor shall pay to said brokers jointly, or In such 
separate shares as they may mutually designate In writing, a fee as set 
forth in a separate agreement between Lessor and said broker(s), for 
brokerage services rendered by said broker(s) to Lessor In this 
transaction.

16.	Estoppel Certificate.
	
	(a)	Each party (as "responding party") shall at any time upon not 
less than ten (10) days' prior written notice from the other party 
("requesting party") execute, acknowledge and deliver to the requesting 
party a statement in writing (I), certifying that this Lease is 
unmodified and in full force and effect (or, it modified, stating the 
nature of such modification and certifying that this Lease, as so 
modified, is in full force and effect) and the date to which the rent and 
other charges are paid in advance, it any, and (ii) acknowledges that 
there are not, to the responding party's knowledge, any uncured defaults 
on the part of the requesting party, or specifying Such defaults if any 
are claimed.  Any such statement may be conclusively relied upon by any 
prospective purchaser or encumbrancer of the Office Building Project or 
of the business of Lessee.
	
	(b)	At the requesting party's option, the failure to deliver such 
statement within such time shall be a material default of this Lease by 
the party who is to respond, without any further notice to such party, or 
it shall be conclusive upon such party that (I) this Lease is in full 
force and effect, without modification except as may be represented by 
the requesting party, (ii) there are no uncured defaults In the 
requesting party's performance, and (iii) if Lessor is the requesting 
party, not more than one month's rent has been paid in advance.
	
	(c)	If Lessor desires 10 finance, refinance, or sell the Office 
Building Project, or any part thereof, Lessee hereby agrees to deliver to 
any lender or purchaser designated by Lessor such financial statements of 
Lessee as may be reasonably required by such lender or purchaser.  Such 
statements shall include the past three (3) years' financial statements 
of Lessee.  All such financial statements shall be received by Lessor and 
such lender or purchaser in confidence and shall be used only for the 
purposes herein set forth,
	
17.	Lessor's Liability.  The term "Lessor" as Used herein shall mean 
only the owner or owners, at the time in question, of the fee title or a 
lessee's interest in a ground lease of the Office Building Project, and 
except as expressly provided in paragraph 15, In the event of any 
transfer of such title or interest, Lessor herein named (and in case of 
any subsequent transfers then the grantor) shall be relieved from and 
after the date of such transfer of all liability as respects Lessor's 
obligations thereafter to be performed, provided that any funds in the 
hands of Lessor or the then grantor at the time of such transfer, in 
which Lessee has an Interest, shall be delivered to the grantee.  The 
obligations contained in this Lease to be performed by Lessor shall, 
subject as aforesaid, be binding on Lessor's successors and assigns, only 
during their respective periods of ownership
	
18.	Severability. The invalidity of any provision of this Lease as 
determined by a court of competent jurisdiction shall in no way affect 
the validity of any other provision hereof.
	
19.	Interest on Past-due Obligations.  Except as expressly herein 
provided, any amount due to Lessor not paid when due shall bear interest 
at the maximum rate then allowable by law or judgments from the date due. 
 Payment of such interest shall not excuse or cure any default by Lessee 
under this Lease: provided, however, that Interest shall not be payable 
on late charges Incurred by Lessee nor on any amounts upon which late 
charges are paid by Lessee.
	
20.	Time of Essence.  Time is of the essence with respect to the 
obligations to be performed under this Lease.
	
2I.	Additional Rent All monetary obligations of Lessee to Lessor under 
the terms of this Lease, Including but not limited to Lessee's Share of 
Operating Expense Increase and any other expenses payable by Lessee 
hereunder shall be deemed to be rent.
	
22.	Incorporation of Prior Agreements; Amendments.  This Lease contains 
all agreements of the parties with respect to any matter mentioned 
herein.  No prior or contemporaneous agreement or understanding 
pertaining to any such matter shall be effective.  This Lease may be 
modified in writing only, signed by the parties in interest at the time 
of the modification.  Except as otherwise stated In this Lease, Lessee 
hereby acknowledges that neither the real estate broker listed In 
paragraph 15 hereof nor any cooperating broker on this transaction nor 
the Lessor or any employee or agents of any of said persons has made any 
oral or written warranties or representations to Lessee relative to the 
condition or use by Lessee of the Premises or the Office Building Project 
and Lessee acknowledges that Lessee assumes all responsibility regarding 
the Occupational Safety Health Act, the legal use and adaptability of the 
Premises and the compliance thereof with all applicable laws and 
regulations In effect during the term of this Lease.
	
23.	Notices. Any notice required or permitted to be given hereunder 
shall be in writing and may be given by personal delivery or by certified 
or registered mail, and shall be deemed sufficiently gives if delivered 
or addressed to Lessee or to Lessor at the address noted below or 
adjacent to the signature of the respective parties, as the case may be. 
 Mailed notices shall be deemed given upon actual receipt at the address 
required or forty-eight hours following deposit In the mall, postage 
prepaid, whichever first occurs.  Either party may by notice to the other 
specify a different address for notice purposes except that upon Lessee's 
taking possession of the Premises, the Premises shall constitute Lessee's 
address for notice purposes.  A copy of all notices required or permitted 
to be given to Lessor hereunder shall be concurrently transmitted to such 
party or parties at such addresses as Lessor may from time to time 
hereafter designate by notice to Lessee.
	
24.	Waivers. No waiver by Lessor of an provision hereof shall be deemed 
a waiver of any other provision hereof or of any subsequent breach by 
Lessee of the same or any other provisions Lessor's consent to, or 
approval of, any act shall not be deemed to render unnecessary the 
obtaining of Lessor's consent to or approval of any subsequent act by 
Lessee.  The acceptance of rent hereunder by Lessor shall not be a waiver 
of any preceding breach by Lessee of any provision hereof, other than the 
failure of Lessee to pay the particular rent so accepted, regardless of 
Lessor's knowledge of such preceding breach at the time of acceptance of 
such rent.
	
26.	Holding Over.  If Lessee, with Lessor's consent, remains in 
possession of the Premises or any part thereof after the expiration of 
the term hereof such occupancy shall be a tenancy from month to month 
upon all the provisions of this Lease pertaining to the obligations of 
Lessee, except that the rent payable shall be one-hundred twenty-five 
percent (125%) of the rent payable immediately preceding the termination 
date of this Lease, and all Options, it any, granted under the terms of 
this Lease shall be deemed terminated and be of no further effect during 
said month to month tenancy
	
27.	Cumulative Remedies.  No remedy or election hereunder shall be 
deemed exclusive but shall, wherever possible. be cumulative with all 
other remedies at law or in equity.
	
28.	Covenants and Conditions.  Each provision of this Lease performable 
by Lessee shall be deemed both a covenant and a condition.
	
29.	Binding Effect; Choice of Law.  Subject to any provisions hereof 
restricting assignment or subletting by Lessee and subject to the 
provisions of paragraph 17, this Lease shall bind the parties, their 
personal representatives, Successors and assigns.  This Lease shall be 
governed by the laws of the State where the Office Building Project 13 
located and any litigation concerning this Lease between the parties 
hereto shall be Initiated In the county In which the Office Building 
Project Is located.
	
30.	Subordination.
	
	(a)	This Lease, and any Option or right of first refusal granted 
hereby, at Lessor's option, shall be subordinate to any ground lease, 
Mortgage deed of trust, or any other hypothecation or security now or 
hereafter placed upon the Office Building Project and to any and all 
advances made on the security thereof and to all renewals. modifications, 
consolidations, replacements and extensions thereof.  Notwithstanding 
such subordination, Lessee's right to quiet possession of the Premises 
shall not be disturbed if Lessee is not in default and so long as Lessee 
shall pay the rent and observe and perform all of the provisions of this 
Lease, unless this Lease is otherwise terminated pursuant to Its terms.  
If any mortgagee, trustee or ground lessor shall elect to have this Lease 
and any Options granted hereby prior to the lien of its mortgage, deed of 
trust or ground lease. and shall give written notice thereof to Lessee, 
this Lease and such Options shall be deemed prior to such mortgage, deed 
of trust or ground lease, whether this Lease or such Options are dated 
prior or subsequent to the date of said mortgage, deed of trust or ground 
lease or the date of recording thereof.
	
	(b)	Lessee agrees to execute any documents required to effectuate 
an attornment, a subordination, or to make this Lease or any Option 
granted herein prior to the lien of any mortgage, deed of trust or ground 
lease, as the case may be.  Lessee's failure to execute such documents 
within ten (10) days after written demand shall constitute a material 
default by Lessee hereunder without further notice to Lessee or, at 
Lessor's option, Lessor shall execute such documents on behalf of Lessee 
as Lessee's attorney-in-fact.  Lessee does hereby make, constitute and 
irrevocably appoint Lessor as Lessee's attorney-in-fact and In Lessee's 
name, place and stead, to execute such documents In accordance with this 
paragraph 30(b).
	
31.	Attorneys' Fees
	
31.1	If either party or the broker(s) named herein bring an action to 
enforce the terms hereof or declare rights hereunder, the prevailing 
party in any such action, trial or appeal thereon, shall be entitled to 
his reasonable attorneys' fees to be paid by the losing party as fixed by 
the court in the same or a separate suit, and whether or not such action 
is pursued to decision or judgment.  The provisions of this paragraph 
shall inure to the benefit of the broker named herein who seeks to 
enforce a right hereunder.
	
31.2	The attorneys' fee award shall not be computed In accordance with 
any court fee schedule, but shall be such as to fully reimburse all 
attorneys' fees reasonably Incurred In good faith.
	
31.3	Lessor shall be entitled to reasonable attorneys' fees and all 
other costs and expenses Incurred In the preparation and service of 
notice of default and consultations In connection therewith, whether or 
not a legal transaction Is subsequently commenced In connection with such 
default
	
32.	Lessor's Access
	
32.1	Lessor and Lessor's agents shall have the right to enter the 
Premise any services required of Lessor showing the same to prospective 
purchasers, lenders, or lessees, taking such safety measures, erecting 
such scaffolding or other necessary structures, making such alterations, 
repairs, improvements or additions to the Premises or to the Office 
Building Project as Lessor may reasonably deem necessary or desirable and 
the erecting, using, and maintaining of utilities, services, pipes and 
conduits through the Premises and/or other premises as long as there is 
no material adverse effect to Lessee's use of the Premises.  Lessor may 
at any time place on or about the Building any ordinary A For Sale signs 
and Lessor may at any time during the last 120 days of the term hereof 
place on any ordinary "For Lease".
	
32.2	All activities of Lessor pursuant to this paragraph shall be 
without abatement of rent, nor shall Lessor have any liability to Lessee 
for the same.
	
32 3	Lessor shall have the right to retain keys to the Premises and to 
unlock all doors in or upon the Premises other than to files, vaults and 
safes, and in the case of emergency to enter the Premises by any 
reasonably appropriate means, and any such entry shall not be deemed a 
forcible or unlawful entry or detainer of the Premises or an eviction, 
Lessee waives any charges for damages or injuries or interference with 
Lessee's Property or business in connection therewith.
	
	
33.	Auctions. Lessee shall not conduct, nor permit to be conducted, 
either voluntarily or involuntarily, any auction upon the Premises or the 
Common Areas without first having obtained Lessor's prior written 
consent.  Notwithstanding anything to the contrary in this Lease, Lessor 
shall not be obligated to exercise any standard of reasonableness in 
determining whether to grant such consent.  The holding of any auction on 
the Premises or Common Areas in violation of this paragraph shall 
constitute a material default of this Lease.
	
34.	Signs. Lessee shall not place any sign upon the Premises or the 
Office Building Project without Lessor's prior written consent.  Under no 
circumstances shall Lessee place a sign on any roof of the Office 
Building Project.
	
35.	Merger.  The voluntary or other surrender of this Lease by Lessee, 
or a mutual cancellation thereof. or a termination by Lessor, shall not 
work a merger, and shall, at the option of Lessor, terminate all or any 
existing subtenancies or may, at the option of Lessor, operate as an 
assignment to Lessor of any or all of such subtenancies.
	
36.	Consents. Except for paragraphs 33 (auctions) and 34 (signs) 
hereof, wherever in this Lease the consent of one party is required to an 
act of the other party such consent shall not be unreasonably withhold or 
delayed.
	
37.	Guarantor.  In the event that there is a guarantor of this Lease, 
said guarantor shall have the same obligations as Lessee under this 
Lease.
	
38.	Quiet Possession.  Upon Lessee paying the rent for the Premises and 
observing and performing all of the covenants, conditions and provisions 
on Lessee's part to be observed and performed hereunder, Lessee shall 
have quiet possession of the Premises for the entire term hereof subject 
to all of the provisions of this Lease.  The individuals executing this 
Lease on behalf of Lessor represent and warrant to Lessee that they are 
fully authorized and legally capable of executing this Lease on behalf of 
Lessor and that such execution is binding upon all parties holding an 
ownership interest in the office Building Project.
	
39.	Options.

39.1	Definition.  As Used in this paragraph the word "Option" has the 
following meaning: (1) the right or option to extend the term of this 
Lease or to renew this Lease or to extend or renew any lease that Lessee 
has on other property of Lessor; (2) the option of right of first 
refusal to lease the Premises or the right of first offer to lease the 
Premises or the right of first refusal to lease other space within the 
Office Building Project or other property of Lessor or the right of 
first other to lease other space within the Office Building Project or 
other property of Lessor; (3) the right or option to Purchase the 
Premises or the Office Building Project, or the right of first refusal to 
purchase the Premises or the Office Building Project or the right of 
first offer to purchase the Premises or the Office Building Project, or 
the right or option to purchase other property of Lessor. or the right of 
first refusal to purchase other property of Lessor or the right of first 
offer to purchase other property of Lessor.
	
39.2	Options Personal.  Each Option granted to Lessee in this Lease is 
personal to the original Lessee and may be exercised only by the original 
Lessee while occupying the Premises who does 50 without the Intent of 
thereafter assigning this Lease or subletting the Promises or any portion 
thereof, and may not be exercised or be assigned, voluntarily or 
Involuntarily, by or to any person or entity other than Lessee; provided, 
however, that an Option may be exercised by or assigned to any Lessee 
Affiliate as defined In paragraph 12.2 of this Lease.  The Options, If 
any, herein granted to Lessee are not assignable separate and apart from 
this Lease, nor may any Option be separated from this Lease in any manner 
either by reservation or otherwise.
	
39.3	Multiple Options.  In the event that Lessee has any multiple 
options to extend or renew this Lease a later option cannot be exercised 
unless the prior option to extend or renew this Lease has been so 
exercised.
	
39.4	Effect of Default on Options.
	
	(a)	Lessee shall have no right to exercise an Option, 
notwithstanding any provision in the grant of Option to the contrary, (1) 
during the time commencing from the date Lessor gives to Lessee a notice 
of default pursuant to paragraph 13.1(c) or 13.1(d) and continuing until 
the noncompliance alleged in said notice of default 13 cured, or (if) 
during the period of time commencing on the day after a monetary 
obligation to Lessor Is due from Lessee and unpaid (without any necessity 
for notice thereof to Lessee) and continuing until the obligation 13 
paid, or (111) in the event that Lessor has given to Lessee three or more 
notices of default under paragraph 13.1(c), or paragraph 13.1(d), whether 
or not the defaults are cured, during the 12 month period of time 
Immediately prior to the time that Lessee attempts to exercise the 
subject Option, (iv) It Lessee has committed any non-curable breach, 
Including without limitation those described in Paragraph 13.1(b), or is 
otherwise In default of any of the terms, covenants or conditions of this 
Lease.
	
	(b)	The period of time within which an Option may be exercised 
shall not be extended or enlarged by reason of Lessee's Inability to 
exercise an Option because of the provisions of paragraph 39.4(a). I
	
	(c)	All rights of Lessee under the provisions of an Option shall 
terminate and be of no further force or effect, notwithstanding Lessee's 
due and timely exercise of the Option, if, after such exercise and during 
the term of this Lease, (I) Lessee falls to pay to Lessor a monetary 
obligation of Lessee for a period of thirty (30) days after such 
obligation becomes due (without any necessity of Lessor to give notice 
thereof to Lessee), or (if) Lessee falls to commence to cure a default 
specified in paragraph 13.1(d) within thirty (30) days after the date 
that Lessor gives notice to Lessee of such default and/or Lessee falls 
thereafter to diligently prosecute said cure to completion, or (iii) 
Lessor gives to Lessee three or more notices of default under paragraph 
13.1(c), or paragraph 13,1(d), whether or not the defaults are cured, or 
(iv) if Lessee has committed any non-curable breach, including without 
limitation those described in paragraph 13.1(b), or is otherwise in 
default of any of the terms. covenants and conditions of this Lease. 
40.Security Measures-Lessor's Reservations.
	
40.1	Lessee hereby acknowledges that Lessor shall have no obligation 
whatsoever to provide guard service or other security measures for the 
benefit of the Premises or the Office Building Project.  Lessee assumes 
all responsibility for the protection of Lessee, its agents, and invitees 
and the property of Lessee and of Lessee's agents and invitees from acts 
of third parties, Nothing herein contained shall prevent Lessor, at 
Lessor's sole option, from providing security protection for the Office 
Building Project or any part thereof. in which event the cost thereof 
shall be included within the definition of Operating Expenses, as set 
forth in paragraph 4.2(b),
	
40.2	Lessor shall have the following rights:
	
	(a)	To change the name, address or title of the Office Building 
Project or building in which the Promises are located upon not less than 
90 days prior written notice; Provided Landlord reimburses Tenant for all 
stationary or related costs, Unless such change was due to government 
notice or zoning requirements.
	
	(b)	To, at Lessee's expense, provide and initial Building 
standard graphics on the door of the Premises and such portions of the 
Common Areas as Lessor shall reasonably deem appropriate;
	
	(c)	To permit any lessee the exclusive right to conduct any 
business as long as such exclusive does not conflict with any rights 
expressly given herein:
	
	(d)	To place such signs, notices or displays as Lessor reasonably 
deems necessary or advisable upon the roof, exterior of the buildings or 
the Office Building Project or on pole signs In the Common Areas:  
However, Lessor should be prohibited from interfering with the Lessee's 
rights of ingress and egress or that of its business licensees or 
visibility of the premises.
	
40.3 Lessee shall not
			
	(b)	Suffer or permit anyone, except In emergency, to go upon the 
roof of the Building.
	
41.	Easements
	
41.1	Lessor reserves to itself the right, from time to time, to grant 
such easements, rights and dedications that Lessor deems necessary or 
desirable, and to cause the recordation of Parcel Maps and restrictions, 
so long as such easements, rights, dedications, Maps and restrictions do 
not unreasonably interfere with the use of the Premises by Lessee.  
Lessee shall sign any of the aforementioned documents upon request of 
Lessor and failure to do so shall constitute a material default of this 
Lease by Lessee without the need for further notice to Lessee.
	
41.2	The obstruction of Lessee's view, air, or light by any structure 
erected in the vicinity of the Building, whether by Lessor or third 
parties shall in no way affect this Lease or Impose any liability upon 
Lessor.
	
42.	Performance Under Protest.  If at any time a dispute shall arise as 
to any amount or sum of money to be paid by one party to the other under 
the provisions hereof, the party against whom the obligation to pay the 
money is asserted shall have the right to make payment "under protest" 
and such payment shall not be regarded as a voluntary payment, and there 
shall survive the right on the part of said party to institute Suit for 
recovery of such sum.  If It shall be adjudged that there was no legal 
obligation on the part of said party to pay such sum or any part thereof, 
said party shall be entitled to recover such sum or so much thereof as It 
was not legally required to pay under the provisions of this Lease.
		
43.	Authority. If Lessee is a corporation, trust, general or limited 
partnership, Lessee, and each individual executing this Lease on behalf 
of said entity.  If Lessee Is a corporation, entity represent and 
warrant that such individual is duly authorized to execute and (30) days 
after execution of this Lease, deliver to Lessor evidence of such 
authority satisfactory trust or partnership, Lessee shall, within this 
Lease deliver this Lease to Lessor.
		
44.	Conflict.  Any conflict between the printed provisions, Exhibits 
or Addenda of this Lease and the typewritten or handwritten provisions, 
if any, shall be controlled by the typewritten or handwritten 
provisions.
		
45.	No Offer.  Preparation of this Lease by Lessor or Lessor's agent 
and submission of same to Lessee shall not be deemed an offer to Lessee 
to lease. This Lease shall become binding upon Lessor and Lessee only 
when fully executed by both parties.
		
46.	Lender Modification.  Lessee agrees to make such reasonable 
modifications to this Lease as may be reasonably required by an 
institutional lender in connection with the obtaining of normal 
financing or refinancing of the Office Building Project.

47.	Multiple Parties.  If more than one person or entity Is named as 
either Lessor or Lessee herein, except as otherwise expressly provided 
herein, the obligations of the Lessor or Lessee herein shall be the 
joint and several responsibility of all persons or entitles named herein 
as such Lessor or Lessee, respectively.
		
		
	LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND 
EACH TERM AND PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, 
SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO.  THE PARTIES HEREBY 
AGREE THAT, AT THE TIME
		
	THIS LEASE IS EXECUTED.  THE TERMS OF THIS LEASE ARE COMMERCIALLY 
REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE 
WITH RESPECT TO THE PREMISES.
		
	IF THIS LEASE HAS BEEN FILLED IN IT HAS BEEN PREPARED FOR 
SUBMISSION TO YOUR ATTORNEY FOR HIS APPROVAL.  NO REPRESENTATION OR 
RECOMMENDATION IS MADE BY THE AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION 
OR BY THE REAL ESTATE BROKER OR ITS AGENTS OR EMPLOYEES AS TO THE LEGAL 
SUFFICIENCY.  LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE 
TRANSACTION RELATING THERETO; THE PARTIES SHALL RELY SOLELY UPON THE 
ADVICE OF THEIR OWN LEGAL COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF 
THIS LEASE.
		
	LESSOR					LESSEE
		
	Universal Bank					Orange National Bank

		
		
		
	
RULES AND REGULATIONS FOR
STANDARD OFFICE LEASE
	
	
		Dated:	September 30, 1997
	
		By and Between       Universal Bank                       
"Lessor" and Orange National Bank "Lessee"
	
GENERAL RULES
	
1.	Lessee shall not suffer or permit the obstruction of any Common 
Areas, including driveways, walkways and stairways
	
2.	Lessor reserves the right to refuse access to any persons Lessor 
in good faith judges to be a threat to the safety, reputation, or 
property of the Office Building Project and its occupants.
	
3.	Lessee shall not make or permit any noise or odors that annoy or 
interfere with other lessees or persons having business within the 
Office Building Project.
	
4.	Lessee shall not keep animals or birds within the Office Building 
Project, and shall not bring bicycles, motorcycles or other vehicles 
into areas not designated as authorized for same.
	
5.	Lessee shall not make, suffer or permit litter except in 
appropriate receptacles for that purpose.
	
6.	Lessee shall not alter any lock or install new or additional locks 
or bolts.
	
7.	Lessee shall be responsible for the inappropriate use of any 
toilet rooms, plumbing or other utilities.  No foreign substances of any 
kind are to be inserted therein.
	
8.	Lessee shall not deface the walls, partitions or other surfaces of 
the premises or Office Building Project.
	
9.	Lessee shall not suffer or permit any thing in or around the 
Premises or Building that causes excessive vibration or floor loading in 
any part of the Office Building Project.
	
10.	Furniture, significant freight and equipment shall be moved into 
or out of the building only with the Lessor's knowledge and consent, and 
subject to such reasonable limitations, techniques and timing, as may be 
designated by Lessor.  Lessee shall be responsible for any damage to the 
Office Building Project arising from any such activity
	
11.	Lessee shall not employ any service or contractor, for services or 
work to be performed in the Building, except as approved by Lessor.
	
12.	Lessor reserves the right to close and lock the Building on 
Saturdays, Sundays and legal holidays, and on other days between the 
hours of 7 P.M. and 7 A.M. of the following day If Lessee uses the 
Premises during such periods, Lessee shall be responsible for securely 
locking any doors it may have opened for entry.
	
13.	Lessee shall return all keys at the termination of its tenancy and 
shall be responsible for the cost of replacing any keys that are lost.
	
14.	No window coverings, shades or awnings shall be installed or used 
by Lessee.
	
15.	No Lessee, employee or invitee shall go upon the roof of the 
Building, without Lessor's prior consent.
	
16.	Lessee shall not suffer or permit smoking or carrying of lighted 
cigars or cigarettes in areas reasonably designated by Lessor or by 
applicable governmental agencies as non-smoking areas.
	
17.	Lessee shall not use any method of heating or air conditioning 
other than as provided by Lessor.
	
18.	Lessee shall not install, maintain or operate any vending machines 
upon the Premises without Lessor's written consent.
	
19.	The Premises shall not be used for lodging or manufacturing, 
cooking or food preparation.
	
20.	Lessee shall comply with all safety, fire protection and 
evacuation regulations established by Lessor or any applicable 
governmental agency.
	
21.	Lessor reserves the right to waive any one of these rules or 
regulations, and/or as to any particular Lessee, and any such waiver 
shall not constitute a waiver of any other rule or regulation or any 
subsequent application thereof to such Lessee.
	
22.	Lessee assumes all risks from theft or vandalism and agrees to 
keep its Premises locked as may be required.
	
23.	Lessor reserves the right to make such other reasonable rules and 
regulations as it may from time to time deem necessary for the 
appropriate operation and safety of the Office Building Project and its 
occupants.  Lessee agrees to abide by these and such rules and 
regulations.
	
PARKING RULES
	
1.	Parking areas shall be used only for parking by vehicles no longer 
than full size passenger automobiles herein called "Permitted Size 
Vehicles" Vehicles other than Permitted Size Vehicles are herein 
referred to as "Oversized Vehicles"
	
2.	Lessee shall not permit or allow any vehicles that belong to or 
are controlled by Lessee or Lessee's employees, suppliers, shippers, 
customers, or invitees to be loaded, unloaded, or parked in areas other 
than those designated by Lessor for such activities.
	
3.	Parking stickers or identification devices shall be the property 
of Lessor and be returned to Lessor by the holder thereof upon 
termination of the holder's parking privileges.  Lessee will pay such 
replacement charge as is reasonably established by Lessor for the loss 
of such devices.
	
4.	Lessor reserves the right to refuse the sale of monthly 
identification devices to any person or entity that willfully refuses to 
comply with the applicable rules, regulations, laws and/or agreements.
	
5.	Lessor reserves the right to relocate all or a part of parking 
spaces from floor to floor, within one floor, and/or to reasonably 
adjacent offsite locations, and to reasonably allocate them between 
compact and standard size spaces, as long as the same complies with 
applicable laws, ordinances and regulations.
	
6.	Users of the parking area will obey all posted signs and park only 
in the areas designated for vehicle parking.

7.	Unless otherwise instructed, every person using the parking area 
is required to park and lock his own vehicle.  Lessor will not be 
responsible for any damage to vehicles, injury to persons or loss of 
property, all of which risks are assumed by the party using the parking 
area.
	
8.	Validation, if established, will be permissible only by such 
method or methods as Lessor and/or its licensee may establish at rates 
generally applicable to visitor parking.
	
9.	The maintenance, washing, waxing or cleaning of vehicles in the 
parking structure or Common Areas is prohibited.

10.	Lessee shall be responsible for seeing that all of its employees, 
agents and invitees comply with the applicable parking rules, 
regulations, laws and agreements.
	
11.	Lessor reserves the right to modify these rules and/or adopt such 
other reasonable and non-discriminatory rules and regulations as it may 
deem necessary for the proper operation of the parking area.
	
12.	Such parking use as is herein provided is intended merely as a 
license only and no bailment is intended or shall be created hereby.
	
	
	
	ADDENDUM TO LEASE DATED SEPTEMBER 30,1997 BY AND BETWEEN UNIVERSAL 
BANK AS "LESSOR" AND ORANGE NATIONAL BANK AS "LESSEE".
	
	50.	USE.
	
			Lessee shall be allowed to use the facility to house 
their SBA Loan Division, Commercial Loan Division and general 
administrative office uses.  The SBA and Commercial Lending Divisions 
will be focusing on the processing of loan applications at this 
facility.  Customer visitations will be scheduled on an appointment 
basis only, and all solicitations for new business will be handled 
through the bank branches directly or by personal visitations from the 
loan representatives.  It is further understood that there will be no 
taking in deposits or retail banking activities at this facility.
	
	51.	RENT SCHEDULE:
	
	The basic rent schedule for the premises (the west wing) shall be 
structured as follows:
	
			A.	The basic rental rate for the fist and second 
floors consisting of approximately 8,477 rentable square feet (5,072.5 
RSF - 1st floor and 3,404.5 RSF 2nd floor) shall be $1.00 per rentable 
square foot ($8,477.00) per month, gross.  The rental rate shall be 
adjusted annually by an amount equal to CPI not to exceed 5% annually.
	
			B.	The basic rental rate for the basement/garden 
level (approximately 5,368 RSF) shall be $.55 per rentable square foot 
($2,952.40) per rentable month, gross.  The rental rate shall be 
adjusted annually by an amount equal to CPI not to exceed 5% annually.
	
			The combined total monthly base rent shall be 
$11,429.40.
	
	52.	FREE RENT:
	
	Lessee shall be granted months one and two of the lease term as 
free rent.
	
	53.	TENANT IMPROVEMENT ALLOWANCE:
	
	Lessor shall provide Lessee a tenant improvement allowance not to 
exceed $5.00 per rentable square foot ($42,385.00) for the first and 
second floors.  In addition, Lessor will provide Lessee Tenant 
Improvement Allowance not to exceed $3.00 per rentable square foot 
($16,104.00) for the basement/garden level.
	
	The combined total allowance shall be $58,489.00.
	
	Lessor shall reimburse Lessee within thirty (30) days for Lessee's 
improvements to the building after supplying Lessor with paid invoices 
and lien releases for said improvements.
	
	Lessee shall be responsible for any costs of upgrades or 
remediation that are required by any governmental agency due to the 
construction of the tenant improvements.
	
	54.	SIGNAGE:
	
	Lessor shall grant Lessee the right to install standard suite 
signage and directory signage.  The suite signage shall be located 
outside the entry doors for the first and second floor.  All signage is 
subject to the prior written approval of the Lessor.  There shall be no 
outside signage.
	
	55.	OPERATING EXPENSES/JANITORIAL SERVICE:
	
	For purposes of calculating operating expenses, Lessee shall be 
responsible for its proportionate share of any increases in operating 
expenses and real estate taxes over the base year 1998.  In addition, it 
is understood that the Lessee shall be responsible for providing its own 
janitorial service.
	
	56.	HEATING, VENTILATING AND AIR CONDITIONING:
	
	The standard HVAC hours for the building are Monday through Friday 
7:30 a.m. to 6:30 p.m. and Saturday 8:00 a.m. to 1:00 p.m. The after 
hours of air conditioning charge is $1 0.00 per hour.
	
	57.	COMMISSION:
	
	It is understood and agreed to by both parties that CB Commercial 
represents the Lessor and Daum represents the Lessee.  The commission 
payable shall be 2% to CB Commercial as Lessor's representative and 4% 
to Daum as the Lessee's representative.
	
	
	58.	SUBLEASING AND ASSIGNMENT:
	
	Lessee shall have the right to sublease or assign all or any 
portion of the space between a subsidiary or affiliate company without 
Lessor's approval subject to use specified in Paragraph 50.  A sublet or 
assignment to any unrelated parties shall require consent of the Lessor, 
which consent shall not be unreasonably withheld.  No response within 15 
days shall be deemed as Lessor's approval.  Lessee shall have the right 
to retain 50% of any profits which may be realized for the sublease or 
assignment.  Profit shall mean sublease rent in excess of Lessee's 
current lease and any commissions, tenant improvements or other costs 
required to sublease the premises.  This right to sublease and assign a 
lease is subject to the new Subtenant's use being allowed by the Lessor.
	
	59.	SECURITY SYSTEM:
	
	The security system for the west wing of 1249 East Katella is as 
follows:
			1	. Wells Fargo Alarm Company System: System 
printer located on first floor.
			2.	One universal keypad located on the first floor 
entry.
			3.	Motion detectors in the hallways on all three 
floors, including basement.
			4.	Door contacts on double glass doors on first and 
second floor.
			5.       Fire alarm.
	
			System monitoring is through Wells Fargo Alarm.  Wells 
Fargo will mail monthly or quarterly billings to Lessee.
	
	60.	OPTION To RENEW:
	
	Lessee shall have two (2) five (5) year options to renew the 
lease.  The rate shall be at the then prevailing fair market value for 
like space in the Central Orange County area.  Lessee shall provide 
notice to Lessor of its desire to exercise this option to renew in 
writing, not less than six (6) months nor more than nine (9) months 
prior to the expiration of the initial lease term.
	
	61.	SECOND FLOOR BREAK Room:
	
	Lessee agrees and warrants to Lessor that Lessee will not use the 
second floor break room facility.  Said second floor break room shall be 
for Universal Bank's sole and exclusive use.
	
	62.	HAZARDOUS SUBSTANCES:
	
			(a)	Reportable Uses Require Consent.  The term 
"Hazardous Substance" as used in this lease shall mean any product, 
substance, chemical, material or waste whose presence, nature, quantity 
and/or intensity of existence, use, manufacture, disposal, 
transportation, spill, release or effect, either by itself or in 
combination with other materials expected to be on the Premises, is 
either (1) potentially injurious to the public health, safety or 
welfare, the environment, or the Premises; (ii) regulated or monitored 
by any governmental authority; or
			(iii)	a basis for potential liability of Lessor to any 
governmental agency or third party under any applicable statute or 
common law theory.  Hazardous Substances shall include, but not be 
limited to, hydrocarbons, petroleum, gasoline, crude oil or any products 
or by-products thereof.  Lessee shall not engage in any activity in or 
about the Premises which constitutes a Reportable Use (as hereinafter 
defined) of Hazardous Substances without the express prior written 
consent of Lessor and compliance in a timely manner (at Lessee's sole 
cost and expense) with all Applicable Requirements (as defined in 
Paragraph 63).  "Reportable Use" shall mean (1) the installation or use 
of any above or below ground storage tank, (ii) the generation, 
possession, storage, use, transportation, or disposal of a Hazardous 
Substance that requires a permit from, or with respect to which a 
report, notice, registration or business plan is required to be filed 
with, any governmental authority, and (iii) the presence in, on or about 
the Premises of a Hazardous Substance with respect to which any 
Applicable Laws required that a notice be given to persons entering or 
occupying the Premises or neighboring properties.  Notwithstanding the 
foregoing, Lessee may, without Lessor's prior consent, but upon notice 
to Lessor and in compliance with all Applicable Requirements, use any 
ordinary and customary materials reasonably required to be used by 
Lessee in the normal course of the Permitted Use, so long as such use is 
not a Reportable use and does not expose the Premises or neighboring 
properties to any meaningful risk of contamination or damage or expose 
Lessor to any liability therefor.  In addition, Lessor may (but without 
any obligation to do so) condition its consent to any Reportable Use of 
Hazardous Substance by Lessee upon Lessee's giving Lessor such 
additional assurances as Lessor, in its reasonable discretion, deems 
necessary to protect itself, the public, the Premises and the 
environment against damage, contamination or injury and/or liability 
therefor, including but not limited to the installation (and, at 
Lessor's option, removal on or before Lease expiration or earlier 
termination) of reasonably necessary protective modifications to the 
Premises (such as concrete encasements) and/or the deposit of an 
additional Security Deposit under Paragraph 5 hereof.
	
			(b)	Duty to Inform Lessor/Lessee.  If Lessee or 
Lessor knows, or has reasonable cause to believe, that a Hazardous 
Substance has come to be located in, on, under or about the Premises or 
the Building, other than as previously consented to by Lessor, Lessee 
shall immediately give Lessor written notice thereof, together with a 
copy of any statement, report, notice, registration, applicable, permit, 
business plan, license, claim, action, or proceeding give to, or 
received from, any governmental authority or private party concerning 
the presence, spill, release, discharge of, or exposure to, such 
Hazardous Substance including but not limited to all such documents as 
may be involved in any Reportable Use involving the Premises.  Lessee 
shall not cause or permit any Hazardous Substance to be spilled or 
released in, on, under or about the Premises (including, without 
limitation, through the plumbing or sanitary sewer system).
	
			(c)	Indemnification.  Lessor shall indemnify, 
protect, defend and hold Lessee, its agents or employees, harmless from 
and against any and all damages, liabilities, judgements, costs, claims, 
liens, expenses, penalties, loss of permits and attorney's and 
consultant's fees arising out of or involving any Hazardous Substance 
brought onto the Premises or currently on the Premises by or for Lessor 
or by anyone under Lessor's control.  Lessee shall indemnify, protect 
and hold Lessor, its agents, employees, lenders and ground lessor, if 
any, and the Premises, harmless from and against any and all damages, 
liabilities, judgements, costs, claims, liens, expenses, penalties, loss 
of permits and attorney's and consultant's fees arising our of or 
involving any hazardous substance brought onto the premises upon 
occupancy or in the future by anyone under Lessee's control.  Lessee's 
and Lessor's obligations under this Paragraph 62 shall include, but not 
be limited to, the effects of any contamination or injury to person, 
property or the environment crated or suffered by Lessee or Lessor, and 
the cost of investigation (including consultants' and attorneys' fees 
and testing) removal, remediation, restoration and/or abatement thereof, 
or of any contamination therein involved, and shall survive the 
expiration of earlier termination of this Lease.  No termination, 
cancellation or release agreement entered into by Lessor and Lessee 
shall release Lessee from its obligations under this Lease with respect 
to Hazardous Substances, unless specifically so agreed by Lessor in 
writing at the time if such agreement.
	
	63.	LESSEE'S COMPLIANCE WITH REQUIREMENTS:
	
	Lessee shall, at Lessee's sole cost and expense, fully, diligently 
and in a timely manner, comply with all "Applicable Requirements", which 
term is used in this Lease to mean all laws, rules, regulations, 
ordinances, directives, covenants, easements and restrictions of record, 
permits, the requirements of any applicable fire insurance underwriter 
or rating bureau, and the recommendations of Lessor's engineers and/or 
consultants, relating in any manner to the Premises (including but not 
limited to matters pertaining to (1) industrial hygiene, (ii) 
environmental conditions on, in, under or about the Premises, including 
soil and groundwater conditions, and (iii) the use, generation, 
manufacture, production, installation, maintenance, removal, 
transportation, storage, spill, or release of any Hazardous Substance), 
now in effect or which may hereafter come into effect.  Lessee shall, 
within five (5) days after receipt of Lessor's written request, provide 
Lessor with copies of all documents and information, including but not 
limited to permits, registrations, manifests, applications, reports and 
certificates, evidencing Lessee's compliance with any Applicable 
Requirements specified by Lessor, and shall immediately upon receipt, 
notify Lessor in writing (with copies of any documents involved) of any 
threatened or actual claim, notice, citation, warning, complaint or 
report pertaining to or involving failure by Lessee or the Premises to 
comply with any Applicable Requirements.
	
	64.	INSPECTION: COMPLIANCE WITH LAW:
	
	Lessor, Lessor's agents, employees, contractors and designated 
representatives, and the holders of any mortgages, deeds of trust or 
ground leases on the Premises ("Lenders") shall have the right to enter 
the Premises at any time in case of an emergency, and otherwise at 
reasonable times, for the purpose of inspecting the condition of the 
Premises and for verifying compliance by Lessee with this Lease and all 
Applicable Requirements (as defined in Paragraph 63) and Lessor shall be 
entitled to employ experts and/or consultants in connection therewith to 
advise Lessor with respect to Lessee's activities, including but not 
limited to Lessee's installation, operation, use, monitoring, 
maintenance, or removal of any Hazardous Substance on or from the 
Premises.  The costs and expenses of any such inspections shall be paid 
by the party requesting same, unless a default or breach of this lease 
by Lessee or a violation of Applicable Requirements or a contamination, 
caused or materially contributed to by Lessee, is found to exist or to 
be imminent, or unless the inspection is requested or ordered by a 
governmental authority as the result of any such existing or imminent 
violation or contamination.  In such case, Lessee shall upon written 
request reimburse Lessor or Lessor, Lessor's Lender, as the case may be, 
for the costs and expense of such inspections.
	
	65.	STRUCTURAL/LATENT DEFECT:
	
	Lessor, at Lessor's sole cost and expense, shall be responsible 
for repair of any and all structural and/or latent defects in the 
Building over the term of the lease, and the Extension Period, and if 
such repair is required by the appropriate government agency or is 
necessary for the continuance of
	
		66.	AMERICAN'S WITH DISABILITIES ACT OF 1990:
		
		If compelled to do so by appropriate government agency, 
Lessor shall be responsible for any and all changes to the building or 
demised premises required by the Americans with Disabilities Act, unless 
such changes are required because of improvements or alterations made to 
the demised premises by Lessee after Lessor's initial construction or is 
required as a consequence of an act or use by Lessee not permitted under 
this Lease.
		
		67.	CONDITION OF PREMISES:
		
		Lessee has inspected the Premises and is leasing the 
Premises in its present condition "As Is".  Lessor shall not be 
responsible for payment or construction of any of Lessee' improvements, 
repairs or alterations.  Lessor shall have no responsibility, liability 
or obligation to bring the Premises into compliance with any statute or 
ordinance including environmental and hazardous material laws and 
regulations, or with any laws, regulations or ordinances dealing with 
disabled or handicapped persons.  Lessee shall have the right, at its 
sole cost and expense, to make improvements and alterations to the 
Premises in accordance with all applicable statutes, ordinances and 
governmental regulations and subject to the written approval of Lessor. 
 Lessee shall comply with all laws, regulations and ordinances now in 
force or enacted in the future which apply to Lessee's improvements and 
occupancy of the Premises, and shall obtain all necessary permits and 
certificates required to carry out the construction of any improvements.
		
		68.	NO REPRESENTATION OR WARRANTIES BY LESSOR:
		
		Lessee acknowledges that Lessor has made no representations 
or warranties In regard to the suitability of the Premises for Lessee's 
use; its compliance with zoning ordinances; the availability of parking, 
compliance of parking with required parking ratios; condition of 
building, including but not limited to structural or latent defects; 
compliance of building with all applicable laws, ordinances and 
regulations of whatever type, including but not limited to seismic 
requirements, hazardous materials (including asbestos); and structural 
components, including roof, plumbing, electrical and HVAC.
		
		69.	COMPLIANCE WITH APPLICABLE LAWS:
		
		Lessee shall comply with all statutes, laws, ordinances and 
governmental regulations (including without limitation, environmental 
laws pertaining to toxic materials and hazardous waste) pertaining to or 
affecting Lessee's improvements; or Lessee's use of the Premises; and 
agrees to hold harmless, defend, indemnify and protect Lessor for any 
damages, fines, penalties or claims of whatever nature, type, or form 
arising as a result of Lessee's violation thereof which occurs during 
Lessee's occupancy of the Premises.  Lessee covenants and agrees that it 
is taking possession of the Premises in "As Is" condition.  Nothing in 
the Lease shall be construed which existed, prior to Lessee's occupancy 
of the Premises.
		
		
	AGREED AND ACCEPTED:

	LESSOR: UNIVERSAL BANK		LESSEE: ORANGE NATIONAL BANK
EXHIBIT 10.11

ORANGE NATIONAL BANK OF ORANGE, CALIFORNIA
DEFERRED FEE AGREEMENT
	THIS AGREEMENT is made this 17th day of January 1996 by and 
between Orange National Bank (the "Company"), and Kenneth J. Cosgrove 
(the "Director").

INTRODUCTION

	To encourage the Director to remain a member of the Company's 
Board of Directors, the Company is willing to provide to the Director a 
deferred fee opportunity.  The Company will pay the benefits from its 
general assets.

AGREEMENT
The Director and the Company agree as follows:
Article I
Definitions
	1.	1 Definitions.  Whenever used in this Agreement, the 
following words and phrases shall

have the meanings specified:

	1. 1. I "Change of Control" means the transfer of 51% or more of 
the Company's outstanding voting common stock or the transfer of 51% or 
more of Orange National Bancorp's (the Company's holding company) 
outstanding voting common stock followed	within twelve (12) months by 
termination of the Director's status as a member of the Company's Board 
of Directors.
		1.	1.2 "Code" means the Internal Revenue Code of 1986, as 
amended.  References to a Code section shall be deemed to be to that 
section as it now exists and to any successor provision.
		1.1.3	"Disability" means, if the Director is covered by a 
Company-sponsored disability insurance policy, total disability as 
defined in such policy without regard to any waiting period.  If the 
Director is not covered by such a policy, Disability means the Director 
suffering a sickness, accident or injury which, in the judgment of a 
physician satisfactory to the Company, prevents the Director from 
performing substantially all of the normal duties of a director.  As a 
condition to any benefits, the Company may require the Director to submit 
to such physical or mental evaluations and tests as the Company's Board 
of Directors deems appropriate.

	1. 1.4 "Election Form" means the Form attached as Exhibit 1.

	1.1.5	"Fees" means the total directors fees payable to the 
Director including fees earned by a Director who elects to participate in 
the Company's Director Emeritus Program.

	1.1.6	"Normal Termination Date" means the Director attaining 
age 65.

	1.1.7 "Termination of Service" means the Director's ceasing 
to be a member of the Company's Board of Directors for any reason 
whatsoever.

		1.1.8	"Director" means a member of the Company's Board of 
Directors and includes any Director who elects to participate in the 
Company's Director Emeritus Program.

Article 2

Deferral Election

	2.1	Initial Election.  The Director shall make an initial 
deferral election under this Agreement by filing with the Company a 
signed Election Form within 30 days after the date of this Agreement.  
The Election Form shall set forth the amount of Fees to be deferred.  The 
Election Form shall be effective to defer only Fees earned after the date 
the Election Form is received by the Company.

	2.2	Election Changes

		2.2.1	Generally.  The Director may modify (either increase or 
decrease) the amount of Fees to be deferred by filing a subsequent signed 
Election Form with the Company.  The modified deferral shall not be 
effective until the calendar year following the year in which the 
subsequent Election Form is received by the Company.

		2.2.2	Hardship.  If an unforeseeable financial emergency 
arising from the death of a family member, divorce, sickness, injury, 
catastrophe or similar event outside the control of the Director occurs, 
the Director, by written instructions to the Company may reduce future 
deferrals under this Agreement, in which event the modified deferral 
shall be effective immediately.

Article 3

Deferral Account

	3.1	Establishing and Crediting.  The Company shall establish a 
Deferral Account-on its books for the Director, and shall credit to the 
Deferral Account the following amounts:
		3.	1. 1 Deferrals.  The Fees deferred by the Director as 
of the time the Fees would have otherwise been paid to the Director.
		3.1.2	Interest.  On the first day of each month and 
immediately prior to the payment of any benefits, interest on the account 
balance since the preceding credit under this Section 3.1.2, if any, at 
an annual rate, compounded monthly, equal to the rate determined 
prospectively by the Company's Board of Directors, in its sole 
discretion, on December 31 of each year this Agreement is in effect.
	3.2	Statement of accounts.  The Company shall provide to the 
Director, within one hundred twenty (120) days after each anniversary of 
this Agreement, a statement setting forth the Deferral Account balance.
	3.3	Accounting Device Only.  The Deferral Account is solely a 
device for measuring amounts to be paid under this Agreement.  The 
Deferral Account is not a trust fund of any kind.  The Director is a 
general unsecured creditor of the Company for the payment of benefits.  
The benefits represent the mere Company promise to pay such benefits.  
The Director's rights are not subject in any manner to anticipation, 
alienation, sale, transfer, assignment, pledge, encumbrance, attachment, 
or garnishment by the Director's creditors.

Article 4
Lifetime Benefits

	4.1	Normal Termination Benefit.  Upon the Director's Termination 
of Service, the Company shall pay to the Director the benefit described 
in this Section 4.1.

		4.1.I Amount of Benefit.  The benefit under this Section 
4.1 is the Deferral Account balance at the Director's Termination of 
Service.
		4.1.2	Payment of Benefit.  The Company shall pay the benefit 
to the Director in a lump sum within 60 days after the Director's 
Termination of Service or, at its option, it shall pay the benefit to the 
Participant in 180 monthly installments commencing on the first day of 
the month following the Participant's Termination of Service.  The 
installment payments described in this Section 4.1 shall be determined on 
the first month following the Participant's Termination of Service and 
the first day of each plan year thereafter as the payment amount required 
to amortize the account balance over the remaining term including 
interest at the applicable interest rate (as determined under Section 
3.1.2).
	4.2	Early Termination Benefit.  If the Director terminates 
service as a director before the Normal Termination Date, and for reasons 
other dm death or Disability, the Company shall pay to the Director the 
benefit described in this Section 4.2.
		4.2.1	Amount of Benefit.  The benefit under this Section 4.2 
is the Deferral Account balance at the Director's Termination of Service.
		4.2.2	Payment of Benefit.  The Company shall pay the benefit 
to the Director in a lump sum within 60 days after the Director's 
Termination of Service or, at its option, it shall pay the benefit to the 
Participant in 180 monthly installments commencing on the first day of 
the month following the Participant's Termination of Service.  The 
installment payments described in this Section 4.2 shall be determined on 
the first month following the Participant's Termination of Service and 
the first day of each plan year thereafter as the payment amount required 
to amortize the account balance over the remaining term including 
interest at the applicable interest rate (as determined under Section 
3.1.2).
	4.3	Disability Benefit.  If the Director terminates service as a 
director for Disability prior to the Normal Retirement Date, the Company 
shall pay to the Director the benefit described in this Section 4.3.
		4.3.1	Amount of Benefit.  The benefit under this Section 4.3 
is the Deferral Account balance at the Director's Termination of Service.
		4.3.2	Payment of Benefit.  The Company shall pay the benefit 
to the Director in a lump sum within 60 days after the Director's 
Termination of Service.
	4.4	Change of Control Benefit.  Upon a Change of Control while 
the Director is in the active service of the Company, the Company shall 
pay to the Director the benefit described in this Section 4.4 in lieu of 
any other benefit under this Agreement.
		4.4.1	Amount of Benefit.  The benefit under this Section 4.4 
is the Deferral Account balance at the date of the Director's Termination 
of Service.
		4.4.2	Payment of Benefit.  The Company shall pay the benefit 
to the Director in a lump sum within 60 days after the Director's 
Termination of Service.
	4.5	Hardship Distribution.  Upon the Company's determination 
(following petition by the Director) that the Director has suffered an 
unforeseeable financial emergency as described in Section 2.2.2, the 
Company shall distribute to the Director all or a portion of the Deferral 
Account balance as determined by the Company, but in no event shall the 
distribution be greater than is necessary to relieve the financial 
hardship.


Article 5
Death Benefits

	5.1	Death During Active Service.  If the Director dies while in 
the active service of the Company, the Company shall pay to the 
Director's beneficiary the benefit described in this Section 5. 1.
		5.	1. 1 Amount of Benefit.  The benefit under Section 5. 1 
is the greater of the Deferral Account balance at the date of the 
Director's death or $227,315.
		5.1.2	Payment of Benefit.  The Company shall pay the benefit 
to the beneficiary within 60 days following the Director's death.
	5.2	Death During Benefit Period.  If the Director dies after 
benefit payments have commenced under this Agreement but before 
receiving all such payments, the Company shall pay the remaining 
benefits to the Director's beneficiary at the same time and in the same 
amounts they would have been paid to the Director had the Director 
survived.

Article 6
Beneficiaries
	6.	1 Beneficiary Designations.  The Director shall designate a 
beneficiary by filing a written designation with the Company.  The 
Director may revoke or modify the designation at any time by filing a new 
designation.  However, designations will only be effective if signed by 
the Director and accepted by the Company during the Director's lifetime. 
 The Director's beneficiary designation shall be deemed automatically 
revoked if the beneficiary predeceases the Director, or if the Director 
names a spouse as beneficiary and the marriage is subsequently dissolved. 
 If the Director dies without a valid beneficiary designation, all 
payments shall be made to the Director's surviving spouse, if any, and if 
none, to the Director's surviving children and the descendants of any 
deceased child by right of representation, and if no children or 
descendants survive, to the Director's estate.
	6.2	Facility of Payment.  If a benefit is payable to a minor, to 
a person declared incompetent, or to a person incapable of handling the 
disposition of his or her property, the Company may pay such benefit to 
the guardian, legal representative or person having the care or custody 
of such minor, incompetent person or incapable person.  The Company may 
require proof of incompetency, minority or guardianship as it may deem 
appropriate prior to distribution of the benefit.  Such distribution 
shall completely discharge the Company from all liability with respect to 
such benefit.

Article 7
General Limitations

Notwithstanding any provision of this Agreement to the contrary, the 
Company shall not pay any benefit under this Agreement that is 
attributable to the Company's matching contributions or the interest 
earned on such contributions:

	7.1	Termination for Cause.  If the Company terminates the 
Director's service as a director

	for:


	7.1.1	Gross negligence or gross neglect of duties;

	7.1.2    Commission of a felony or of a gross misdemeanor 
involving moral turpitude;
	or
	7.1.3    Fraud, disloyalty, dishonesty or willful violation of any 
law or significant Company policy committed in connection with the 
Director's service and resulting in an adverse financial effect on the 
Company.

	7.2	Suicide.  If the Director commits suicide within two years 
after the date of this Agreement, or if the Director has made any 
material misstatement of fact on any application for life insurance 
purchased by the Company.

Article 8
Claims and Review Procedures

	8.1	Claims Procedure.  The Company shall notify the Director's 
beneficiary in writing, within ninety (90) days of his or her written 
application for benefits, of his or her eligibility or noneligibility for 
benefits under the Agreement.  If the Company determines that the 
beneficiary is not eligible for benefits or full benefits, the notice 
shall set forth (1) the specific reasons for such denial, (2) a specific 
reference to the provisions of the Agreement on which the denial is 
based, (3) a description of any additional information or material 
necessary for the claimant to perfect his or her claim, and a description 
of why it is needed, and (4) an explanation of the Agreement's claims 
review procedure and other appropriate information as to the steps to be 
taken if the beneficiary wishes to have the claim reviewed.  If the 
Company determines that there are special circumstances requiring 
additional time to make a decision, the Company shall notify the 
beneficiary of the special circumstances and the date by which a decision 
is expected to be made, and may extend the time for up to an additional 
ninety-day period.

	8.2	Review Procedure.  If the beneficiary is determined by the 
Company not to be eligible for benefits, or if the beneficiary believes 
that he or she is entitled to greater or different benefits, the 
beneficiary shall have the opportunity to have such claim reviewed by the 
Company by filing a petition for review with the Company within sixty 
(60) days after receipt of the notice issued by the Company.  Said 
petition shall state the specific reasons which the beneficiary believes 
entitle him or her to benefits or to greater or different benefits.  
Within sixty (60) days after receipt by the Company of the petition, the 
Company shall afford the beneficiary (and counsel, if any) an opportunity 
to present his or her position to the Company orally or in writing, and 
the beneficiary (or counsel) shall have the right to review the pertinent 
documents.  The Company shall notify the beneficiary of its decision in 
writing within the sixty-day period, stating specifically the basis of 
its decision, written in a manner calculated to be understood by the 
beneficiary and the specific provisions of the Agreement on which the 
decision is based.  If, because of the need for a hearing, the sixty-day 
period is not sufficient, the decision may be deferred for up to another 
sixty-day period at the election of the Company, but notice of this 
deferral shall be given to the beneficiary.

Article 9
Amendments and Termination
	This Agreement may be amended or terminated only by a written 
agreement signed by the Company and the Director.
Article 10
Miscellaneous
	10.1 Binding Effect.  This Agreement shall bind the Director and 
the Company, and their beneficiaries, survivors, executors, 
administrators and transferees.
	10.2	No Guaranty of Service.  This Agreement is not a contract for 
services.  It does not give the Director the right to remain a director 
of the Company, nor does it interfere with the shareholders' rights to 
replace the Director.  It also does not require the Director to remain a 
director nor interfere with the Director's right to terminate services at 
any time.
	10.3	Non-Transferability.  Benefits under this Agreement cannot be 
sold, transferred, assigned, pledged, attached or encumbered in any 
manner.
	10.4	Tax Withholding.  The Company shall withhold any taxes that 
are required to be withheld from the benefits provided under this 
Agreement.
	10.5	Applicable Law.  The Agreement and all rights hereunder shall 
be governed by the laws of California, except to the extent preempted by 
the laws of the United States of America.
	10.6	Unfunded Arrangement.  The Director and beneficiary are 
general unsecured creditors of the Company for the payment of benefits 
under this Agreement.  The benefits represent the mere promise by the 
Company to pay such benefits.  The rights to benefits are not subject in 
any manner to anticipation, alienation, sale, transfer, assignment, 
pledge, encumbrance, attachment, or garnishment by creditors.  Any 
insurance on the Director's life is a general asset of the Company to 
which the Director and beneficiary have no preferred or secured claim.
	IN WITNESS WHEREOF, the Director and a duly 
authorized Company officer have signed this Agreement.

	COMPANY:

	ORANGE NATIONAL BANK



EXHIBIT 10.12

ORANGE NATIONAL BANK OF ORANGE, CALIFORNIA
DEFERRED FEE AGREEMENT
	THIS AGREEMENT is made this 17th day of January 1996 by and 
between Orange National Bank (the "Company"), and Robert W. Creighton 
(the "Director").

INTRODUCTION

	To encourage the Director to remain a member of the Company's 
Board of Directors, the Company is willing to provide to the Director a 
deferred fee opportunity.  The Company will pay the benefits from its 
general assets.

AGREEMENT
The Director and the Company agree as follows:
Article I
Definitions
	1.	1 Definitions.  Whenever used in this Agreement, the 
following words and phrases shall

have the meanings specified:

	1. 1. I "Change of Control" means the transfer of 51% or more of 
the Company's outstanding voting common stock or the transfer of 51% or 
more of Orange National Bancorp's (the Company's holding company) 
outstanding voting common stock followed	within twelve (12) months by 
termination of the Director's status as a member of the Company's Board 
of Directors.
		1.	1.2 "Code" means the Internal Revenue Code of 1986, as 
amended.  References to a Code section shall be deemed to be to that 
section as it now exists and to any successor provision.
		1.1.3	"Disability" means, if the Director is covered by a 
Company-sponsored disability insurance policy, total disability as 
defined in such policy without regard to any waiting period.  If the 
Director is not covered by such a policy, Disability means the Director 
suffering a sickness, accident or injury which, in the judgment of a 
physician satisfactory to the Company, prevents the Director from 
performing substantially all of the normal duties of a director.  As a 
condition to any benefits, the Company may require the Director to submit 
to such physical or mental evaluations and tests as the Company's Board 
of Directors deems appropriate.

	1. 1.4 "Election Form" means the Form attached as Exhibit 1.

	1.1.5	"Fees" means the total directors fees payable to the 
Director including fees earned by a Director who elects to participate in 
the Company's Director Emeritus Program.

	1.1.6	"Normal Termination Date" means the Director attaining 
age 65.

	1.1.7 "Termination of Service" means the Director's ceasing 
to be a member of the Company's Board of Directors for any reason 
whatsoever.

		1.1.8	"Director" means a member of the Company's Board of 
Directors and includes any Director who elects to participate in the 
Company's Director Emeritus Program.

Article 2

Deferral Election

	2.1	Initial Election.  The Director shall make an initial 
deferral election under this Agreement by filing with the Company a 
signed Election Form within 30 days after the date of this Agreement.  
The Election Form shall set forth the amount of Fees to be deferred.  The 
Election Form shall be effective to defer only Fees earned after the date 
the Election Form is received by the Company.

	2.2	Election Changes

		2.2.1	Generally.  The Director may modify (either increase or 
decrease) the amount of Fees to be deferred by filing a subsequent signed 
Election Form with the Company.  The modified deferral shall not be 
effective until the calendar year following the year in which the 
subsequent Election Form is received by the Company.

		2.2.2	Hardship.  If an unforeseeable financial emergency 
arising from the death of a family member, divorce, sickness, injury, 
catastrophe or similar event outside the control of the Director occurs, 
the Director, by written instructions to the Company may reduce future 
deferrals under this Agreement, in which event the modified deferral 
shall be effective immediately.

Article 3

Deferral Account

	3.1	Establishing and Crediting.  The Company shall establish a 
Deferral Account-on its books for the Director, and shall credit to the 
Deferral Account the following amounts:
		3.	1. 1 Deferrals.  The Fees deferred by the Director as 
of the time the Fees would have otherwise been paid to the Director.
		3.1.2	Interest.  On the first day of each month and 
immediately prior to the payment of any benefits, interest on the account 
balance since the preceding credit under this Section 3.1.2, if any, at 
an annual rate, compounded monthly, equal to the rate determined 
prospectively by the Company's Board of Directors, in its sole 
discretion, on December 31 of each year this Agreement is in effect.
	3.2	Statement of accounts.  The Company shall provide to the 
Director, within one hundred twenty (120) days after each anniversary of 
this Agreement, a statement setting forth the Deferral Account balance.
	3.3	Accounting Device Only.  The Deferral Account is solely a 
device for measuring amounts to be paid under this Agreement.  The 
Deferral Account is not a trust fund of any kind.  The Director is a 
general unsecured creditor of the Company for the payment of benefits.  
The benefits represent the mere Company promise to pay such benefits.  
The Director's rights are not subject in any manner to anticipation, 
alienation, sale, transfer, assignment, pledge, encumbrance, attachment, 
or garnishment by the Director's creditors.

Article 4
Lifetime Benefits

	4.1	Normal Termination Benefit.  Upon the Director's Termination 
of Service, the Company shall pay to the Director the benefit described 
in this Section 4. 1.

		4.	1. I Amount of Benefit.  The benefit under this Section 
4. 1 is the Deferral Account balance at the Director's Termination of 
Service.
		4.1.2	Payment of Benefit.  The Company shall pay the benefit 
to the Director in a lump sum within 60 days after the Director's 
Termination of Service or, at its option, it shall pay the benefit to the 
Participant in 180 monthly installments commencing on the first day of 
the month following the Participant's Termination of Service.  The 
installment payments described in this Section 4.1 shall be determined on 
the first month following the Participant's Termination of Service and 
the first day of each plan year thereafter as the payment amount required 
to amortize the account balance over the remaining term including 
interest at the applicable interest rate (as determined under Section 
3.1.2).
	4.2	Early Termination Benefit.  If the Director terminates 
service as a director before the Normal Termination Date, and for reasons 
other dm death or Disability, the Company shall pay to the Director the 
benefit described in this Section 4.2.
		4.2.1	Amount of Benefit.  The benefit under this Section 4.2 
is the Deferral Account balance at the Director's Termination of Service.
		4.2.2	Payment of Benefit.  The Company shall pay the benefit 
to the Director in a lump sum within 60 days after the Director's 
Termination of Service or, at its option, it shall pay the benefit to the 
Participant in 180 monthly installments commencing on the first day of 
the month following the Participant's Termination of Service.  The 
installment payments described in this Section 4.2 shall be determined on 
the first month following the Participant's Termination of Service and 
the first day of each plan year thereafter as the payment amount required 
to amortize the account balance over the remaining term including 
interest at the applicable interest rate (as determined under Section 
3.1.2).
	4.3	Disability Benefit.  If the Director terminates service as a 
director for Disability prior to the Normal Retirement Date, the Company 
shall pay to the Director the benefit described in this Section 4.3.
		4.3.1	Amount of Benefit.  The benefit under this Section 4.3 
is the Deferral Account balance at the Director's Termination of Service.
		4.3.2	Payment of Benefit.  The Company shall pay the benefit 
to the Director in a lump sum within 60 days after the Director's 
Termination of Service.
	4.4	Change of Control Benefit.  Upon a Change of Control while 
the Director is in the active service of the Company, the Company shall 
pay to the Director the benefit described in this Section 4.4 in lieu of 
any other benefit under this Agreement.
		4.4.1	Amount of Benefit.  The benefit under this Section 4.4 
is the Deferral Account balance at the date of the Director's Termination 
of Service.
		4.4.2	Payment of Benefit.  The Company shall pay the benefit 
to the Director in a lump sum within 60 days after the Director's 
Termination of Service.
	4.5	Hardship Distribution.  Upon the Company's determination 
(following petition by the Director) that the Director has suffered an 
unforeseeable financial emergency as described in Section 2.2.2, the 
Company shall distribute to the Director all or a portion of the Deferral 
Account balance as determined by the Company, but in no event shall the 
distribution be greater than is necessary to relieve the financial 
hardship.


Article 5
Death Benefits

	5.1	Death During Active Service.  If the Director dies while in 
the active service of the Company, the Company shall pay to the 
Director's beneficiary the benefit described in this Section 5. 1.
		5.	1. 1 Amount of Benefit.  The benefit under Section 5. 1 
is the greater of the Deferral Account balance at the date of the 
Director's death or $227,315.
		5.1.2	Payment of Benefit.  The Company shall pay the benefit 
to the beneficiary within 60 days following the Director's death.
	5.2	Death During Benefit Period.  If the Director dies after 
benefit payments have commenced under this Agreement but before 
receiving all such payments, the Company shall pay the remaining 
benefits to the Director's beneficiary at the same time and in the same 
amounts they would have been paid to the Director had the Director 
survived.

Article 6
Beneficiaries
	6.1 Beneficiary Designations.  The Director shall designate a 
beneficiary by filing a written designation with the Company.  The 
Director may revoke or modify the designation at any time by filing a new 
designation.  However, designations will only be effective if signed by 
the Director and accepted by the Company during the Director's lifetime. 
 The Director's beneficiary designation shall be deemed automatically 
revoked if the beneficiary predeceases the Director, or if the Director 
names a spouse as beneficiary and the marriage is subsequently dissolved. 
 If the Director dies without a valid beneficiary designation, all 
payments shall be made to the Director's surviving spouse, if any, and if 
none, to the Director's surviving children and the descendants of any 
deceased child by right of representation, and if no children or 
descendants survive, to the Director's estate.
	6.2	Facility of Payment.  If a benefit is payable to a minor, to 
a person declared incompetent, or to a person incapable of handling the 
disposition of his or her property, the Company may pay such benefit to 
the guardian, legal representative or person having the care or custody 
of such minor, incompetent person or incapable person.  The Company may 
require proof of incompetency, minority or guardianship as it may deem 
appropriate prior to distribution of the benefit.  Such distribution 
shall completely discharge the Company from all liability with respect to 
such benefit.

Article 7
General Limitations

Notwithstanding any provision of this Agreement to the contrary, the 
Company shall not pay any benefit under this Agreement that is 
attributable to the Company's matching contributions or the interest 
earned on such contributions:

	7.1	Termination for Cause.  If the Company terminates the 
Director's service as a director

	for:


	7.1.1	Gross negligence or gross neglect of duties;

	7.1.2    Commission of a felony or of a gross misdemeanor 
involving moral turpitude;
	or
	7.1.3    Fraud, disloyalty, dishonesty or willful violation of any 
law or significant Company policy committed in connection with the 
Director's service and resulting in an adverse financial effect on the 
Company.

	7.2	Suicide.  If the Director commits suicide within two years 
after the date of this Agreement, or if the Director has made any 
material misstatement of fact on any application for life insurance 
purchased by the Company.

Article 8
Claims and Review Procedures

	8.1	Claims Procedure.  The Company shall notify the Director's 
beneficiary in writing, within ninety (90) days of his or her written 
application for benefits, of his or her eligibility or noneligibility for 
benefits under the Agreement.  If the Company determines that the 
beneficiary is not eligible for benefits or full benefits, the notice 
shall set forth (1) the specific reasons for such denial, (2) a specific 
reference to the provisions of the Agreement on which the denial is 
based, (3) a description of any additional information or material 
necessary for the claimant to perfect his or her claim, and a description 
of why it is needed, and (4) an explanation of the Agreement's claims 
review procedure and other appropriate information as to the steps to be 
taken if the beneficiary wishes to have the claim reviewed.  If the 
Company determines that there are special circumstances requiring 
additional time to make a decision, the Company shall notify the 
beneficiary of the special circumstances and the date by which a decision 
is expected to be made, and may extend the time for up to an additional 
ninety-day period.

	8.2	Review Procedure.  If the beneficiary is determined by the 
Company not to be eligible for benefits, or if the beneficiary believes 
that he or she is entitled to greater or different benefits, the 
beneficiary shall have the opportunity to have such claim reviewed by the 
Company by filing a petition for review with the Company within sixty 
(60) days after receipt of the notice issued by the Company.  Said 
petition shall state the specific reasons which the beneficiary believes 
entitle him or her to benefits or to greater or different benefits.  
Within sixty (60) days after receipt by the Company of the petition, the 
Company shall afford the beneficiary (and counsel, if any) an opportunity 
to present his or her position to the Company orally or in writing, and 
the beneficiary (or counsel) shall have the right to review the pertinent 
documents.  The Company shall notify the beneficiary of its decision in 
writing within the sixty-day period, stating specifically the basis of 
its decision, written in a manner calculated to be understood by the 
beneficiary and the specific provisions of the Agreement on which the 
decision is based.  If, because of the need for a hearing, the sixty-day 
period is not sufficient, the decision may be deferred for up to another 
sixty-day period at the election of the Company, but notice of this 
deferral shall be given to the beneficiary.

Article 9
Amendments and Termination
	This Agreement may be amended or terminated only by a written 
agreement signed by the Company and the Director.
Article 10
Miscellaneous
	10.1 Binding Effect.  This Agreement shall bind the Director and 
the Company, and their beneficiaries, survivors, executors, 
administrators and transferees.
	10.2	No Guaranty of Service.  This Agreement is not a contract for 
services.  It does not give the Director the right to remain a director 
of the Company, nor does it interfere with the shareholders' rights to 
replace the Director.  It also does not require the Director to remain a 
director nor interfere with the Director's right to terminate services at 
any time.
	10.3	Non-Transferability.  Benefits under this Agreement cannot be 
sold, transferred, assigned, pledged, attached or encumbered in any 
manner.
	10.4	Tax Withholding.  The Company shall withhold any taxes that 
are required to be withheld from the benefits provided under this 
Agreement.
	10.5	Applicable Law.  The Agreement and all rights hereunder shall 
be governed by the laws of California, except to the extent preempted by 
the laws of the United States of America.
	10.6	Unfunded Arrangement.  The Director and beneficiary are 
general unsecured creditors of the Company for the payment of benefits 
under this Agreement.  The benefits represent the mere promise by the 
Company to pay such benefits.  The rights to benefits are not subject in 
any manner to anticipation, alienation, sale, transfer, assignment, 
pledge, encumbrance, attachment, or garnishment by creditors.  Any 
insurance on the Director's life is a general asset of the Company to 
which the Director and beneficiary have no preferred or secured claim.
	IN WITNESS WHEREOF, the Director and a duly 
authorized Company officer have signed this Agreement.

	COMPANY:

	ORANGE NATIONAL BANK

EXHIBIT 10.13

ORANGE NATIONAL BANK OF ORANGE, CALIFORNIA
DEFERRED FEE AGREEMENT
	THIS AGREEMENT is made this 17th day of January 1996 by and 
between Orange National Bank (the "Company"), and Charles R. Fougler 
(the "Director").

INTRODUCTION

	To encourage the Director to remain a member of the Company's 
Board of Directors, the Company is willing to provide to the Director a 
deferred fee opportunity.  The Company will pay the benefits from its 
general assets.

AGREEMENT
The Director and the Company agree as follows:
Article I
Definitions
	1.1 Definitions.  Whenever used in this Agreement, the 
following words and phrases shall

have the meanings specified:

	1.1.I "Change of Control" means the transfer of 51% or more of 
the Company's outstanding voting common stock or the transfer of 51% or 
more of Orange National Bancorp's (the Company's holding company) 
outstanding voting common stock followed	within twelve (12) months by 
termination of the Director's status as a member of the Company's Board 
of Directors.
		1.1.2 "Code" means the Internal Revenue Code of 1986, as 
amended.  References to a Code section shall be deemed to be to that 
section as it now exists and to any successor provision.
		1.1.3	"Disability" means, if the Director is covered by a 
Company-sponsored disability insurance policy, total disability as 
defined in such policy without regard to any waiting period.  If the 
Director is not covered by such a policy, Disability means the Director 
suffering a sickness, accident or injury which, in the judgment of a 
physician satisfactory to the Company, prevents the Director from 
performing substantially all of the normal duties of a director.  As a 
condition to any benefits, the Company may require the Director to submit 
to such physical or mental evaluations and tests as the Company's Board 
of Directors deems appropriate.

	1.1.4 "Election Form" means the Form attached as Exhibit 1.

	1.1.5	"Fees" means the total directors fees payable to the 
Director including fees earned by a Director who elects to participate in 
the Company's Director Emeritus Program.

	1.1.6	"Normal Termination Date" means the Director attaining 
age 65.

	1.1.7 "Termination of Service" means the Director's ceasing 
to be a member of the Company's Board of Directors for any reason 
whatsoever.

		1.1.8	"Director" means a member of the Company's Board of 
Directors and includes any Director who elects to participate in the 
Company's Director Emeritus Program.

Article 2

Deferral Election

	2.1	Initial Election.  The Director shall make an initial 
deferral election under this Agreement by filing with the Company a 
signed Election Form within 30 days after the date of this Agreement.  
The Election Form shall set forth the amount of Fees to be deferred.  The 
Election Form shall be effective to defer only Fees earned after the date 
the Election Form is received by the Company.

	2.2	Election Changes

		2.2.1	Generally.  The Director may modify (either increase or 
decrease) the amount of Fees to be deferred by filing a subsequent signed 
Election Form with the Company.  The modified deferral shall not be 
effective until the calendar year following the year in which the 
subsequent Election Form is received by the Company.

		2.2.2	Hardship.  If an unforeseeable financial emergency 
arising from the death of a family member, divorce, sickness, injury, 
catastrophe or similar event outside the control of the Director occurs, 
the Director, by written instructions to the Company may reduce future 
deferrals under this Agreement, in which event the modified deferral 
shall be effective immediately.

Article 3

Deferral Account

	3.1	Establishing and Crediting.  The Company shall establish a 
Deferral Account-on its books for the Director, and shall credit to the 
Deferral Account the following amounts:
		3.	1. 1 Deferrals.  The Fees deferred by the Director as 
of the time the Fees would have otherwise been paid to the Director.
		3.1.2	Interest.  On the first day of each month and 
immediately prior to the payment of any benefits, interest on the account 
balance since the preceding credit under this Section 3.1.2, if any, at 
an annual rate, compounded monthly, equal to the rate determined 
prospectively by the Company's Board of Directors, in its sole 
discretion, on December 31 of each year this Agreement is in effect.
	3.2	Statement of accounts.  The Company shall provide to the 
Director, within one hundred twenty (120) days after each anniversary of 
this Agreement, a statement setting forth the Deferral Account balance.
	3.3	Accounting Device Only.  The Deferral Account is solely a 
device for measuring amounts to be paid under this Agreement.  The 
Deferral Account is not a trust fund of any kind.  The Director is a 
general unsecured creditor of the Company for the payment of benefits.  
The benefits represent the mere Company promise to pay such benefits.  
The Director's rights are not subject in any manner to anticipation, 
alienation, sale, transfer, assignment, pledge, encumbrance, attachment, 
or garnishment by the Director's creditors.

Article 4
Lifetime Benefits

	4.1	Normal Termination Benefit.  Upon the Director's Termination 
of Service, the Company shall pay to the Director the benefit described 
in this Section 4.1.

		4.1.I Amount of Benefit.  The benefit under this Section 
4.1 is the Deferral Account balance at the Director's Termination of 
Service.
		4.1.2	Payment of Benefit.  The Company shall pay the benefit 
to the Director in a lump sum within 60 days after the Director's 
Termination of Service or, at its option, it shall pay the benefit to the 
Participant in 180 monthly installments commencing on the first day of 
the month following the Participant's Termination of Service.  The 
installment payments described in this Section 4.1 shall be determined on 
the first month following the Participant's Termination of Service and 
the first day of each plan year thereafter as the payment amount required 
to amortize the account balance over the remaining term including 
interest at the applicable interest rate (as determined under Section 
3.1.2).
	4.2	Early Termination Benefit.  If the Director terminates 
service as a director before the Normal Termination Date, and for reasons 
other dm death or Disability, the Company shall pay to the Director the 
benefit described in this Section 4.2.
		4.2.1	Amount of Benefit.  The benefit under this Section 4.2 
is the Deferral Account balance at the Director's Termination of Service.
		4.2.2	Payment of Benefit.  The Company shall pay the benefit 
to the Director in a lump sum within 60 days after the Director's 
Termination of Service or, at its option, it shall pay the benefit to the 
Participant in 180 monthly installments commencing on the first day of 
the month following the Participant's Termination of Service.  The 
installment payments described in this Section 4.2 shall be determined on 
the first month following the Participant's Termination of Service and 
the first day of each plan year thereafter as the payment amount required 
to amortize the account balance over the remaining term including 
interest at the applicable interest rate (as determined under Section 
3.1.2).
	4.3	Disability Benefit.  If the Director terminates service as a 
director for Disability prior to the Normal Retirement Date, the Company 
shall pay to the Director the benefit described in this Section 4.3.
		4.3.1	Amount of Benefit.  The benefit under this Section 4.3 
is the Deferral Account balance at the Director's Termination of Service.
		4.3.2	Payment of Benefit.  The Company shall pay the benefit 
to the Director in a lump sum within 60 days after the Director's 
Termination of Service.
	4.4	Change of Control Benefit.  Upon a Change of Control while 
the Director is in the active service of the Company, the Company shall 
pay to the Director the benefit described in this Section 4.4 in lieu of 
any other benefit under this Agreement.
		4.4.1	Amount of Benefit.  The benefit under this Section 4.4 
is the Deferral Account balance at the date of the Director's Termination 
of Service.
		4.4.2	Payment of Benefit.  The Company shall pay the benefit 
to the Director in a lump sum within 60 days after the Director's 
Termination of Service.
	4.5	Hardship Distribution.  Upon the Company's determination 
(following petition by the Director) that the Director has suffered an 
unforeseeable financial emergency as described in Section 2.2.2, the 
Company shall distribute to the Director all or a portion of the Deferral 
Account balance as determined by the Company, but in no event shall the 
distribution be greater than is necessary to relieve the financial 
hardship.


Article 5
Death Benefits

	5.1	Death During Active Service.  If the Director dies while in 
the active service of the Company, the Company shall pay to the 
Director's beneficiary the benefit described in this Section 5. 1.
		5.	1. 1 Amount of Benefit.  The benefit under Section 5. 1 
is the greater of the Deferral Account balance at the date of the 
Director's death or $227,315.
		5.1.2	Payment of Benefit.  The Company shall pay the benefit 
to the beneficiary within 60 days following the Director's death.
	5.2	Death During Benefit Period.  If the Director dies after 
benefit payments have commenced under this Agreement but before 
receiving all such payments, the Company shall pay the remaining 
benefits to the Director's beneficiary at the same time and in the same 
amounts they would have been paid to the Director had the Director 
survived.

Article 6
Beneficiaries
	6.	1 Beneficiary Designations.  The Director shall designate a 
beneficiary by filing a written designation with the Company.  The 
Director may revoke or modify the designation at any time by filing a new 
designation.  However, designations will only be effective if signed by 
the Director and accepted by the Company during the Director's lifetime. 
 The Director's beneficiary designation shall be deemed automatically 
revoked if the beneficiary predeceases the Director, or if the Director 
names a spouse as beneficiary and the marriage is subsequently dissolved. 
 If the Director dies without a valid beneficiary designation, all 
payments shall be made to the Director's surviving spouse, if any, and if 
none, to the Director's surviving children and the descendants of any 
deceased child by right of representation, and if no children or 
descendants survive, to the Director's estate.
	6.2	Facility of Payment.  If a benefit is payable to a minor, to 
a person declared incompetent, or to a person incapable of handling the 
disposition of his or her property, the Company may pay such benefit to 
the guardian, legal representative or person having the care or custody 
of such minor, incompetent person or incapable person.  The Company may 
require proof of incompetency, minority or guardianship as it may deem 
appropriate prior to distribution of the benefit.  Such distribution 
shall completely discharge the Company from all liability with respect to 
such benefit.

Article 7
General Limitations

Notwithstanding any provision of this Agreement to the contrary, the 
Company shall not pay any benefit under this Agreement that is 
attributable to the Company's matching contributions or the interest 
earned on such contributions:

	7.1	Termination for Cause.  If the Company terminates the 
Director's service as a director

	for:


	7.1.1	Gross negligence or gross neglect of duties;

	7.1.2    Commission of a felony or of a gross misdemeanor 
involving moral turpitude;
	or
	7.1.3    Fraud, disloyalty, dishonesty or willful violation of any 
law or significant Company policy committed in connection with the 
Director's service and resulting in an adverse financial effect on the 
Company.

	7.2	Suicide.  If the Director commits suicide within two years 
after the date of this Agreement, or if the Director has made any 
material misstatement of fact on any application for life insurance 
purchased by the Company.

Article 8
Claims and Review Procedures

	8.1	Claims Procedure.  The Company shall notify the Director's 
beneficiary in writing, within ninety (90) days of his or her written 
application for benefits, of his or her eligibility or noneligibility for 
benefits under the Agreement.  If the Company determines that the 
beneficiary is not eligible for benefits or full benefits, the notice 
shall set forth (1) the specific reasons for such denial, (2) a specific 
reference to the provisions of the Agreement on which the denial is 
based, (3) a description of any additional information or material 
necessary for the claimant to perfect his or her claim, and a description 
of why it is needed, and (4) an explanation of the Agreement's claims 
review procedure and other appropriate information as to the steps to be 
taken if the beneficiary wishes to have the claim reviewed.  If the 
Company determines that there are special circumstances requiring 
additional time to make a decision, the Company shall notify the 
beneficiary of the special circumstances and the date by which a decision 
is expected to be made, and may extend the time for up to an additional 
ninety-day period.

	8.2	Review Procedure.  If the beneficiary is determined by the 
Company not to be eligible for benefits, or if the beneficiary believes 
that he or she is entitled to greater or different benefits, the 
beneficiary shall have the opportunity to have such claim reviewed by the 
Company by filing a petition for review with the Company within sixty 
(60) days after receipt of the notice issued by the Company.  Said 
petition shall state the specific reasons which the beneficiary believes 
entitle him or her to benefits or to greater or different benefits.  
Within sixty (60) days after receipt by the Company of the petition, the 
Company shall afford the beneficiary (and counsel, if any) an opportunity 
to present his or her position to the Company orally or in writing, and 
the beneficiary (or counsel) shall have the right to review the pertinent 
documents.  The Company shall notify the beneficiary of its decision in 
writing within the sixty-day period, stating specifically the basis of 
its decision, written in a manner calculated to be understood by the 
beneficiary and the specific provisions of the Agreement on which the 
decision is based.  If, because of the need for a hearing, the sixty-day 
period is not sufficient, the decision may be deferred for up to another 
sixty-day period at the election of the Company, but notice of this 
deferral shall be given to the beneficiary.

Article 9
Amendments and Termination
	This Agreement may be amended or terminated only by a written 
agreement signed by the Company and the Director.
Article 10
Miscellaneous
	10.	1 Binding Effect.  This Agreement shall bind the Director and 
the Company, and their beneficiaries, survivors, executors, 
administrators and transferees.
	10.2	No Guaranty of Service.  This Agreement is not a contract for 
services.  It does not give the Director the right to remain a director 
of the Company, nor does it interfere with the shareholders' rights to 
replace the Director.  It also does not require the Director to remain a 
director nor interfere with the Director's right to terminate services at 
any time.
	10.3	Non-Transferability.  Benefits under this Agreement cannot be 
sold, transferred, assigned, pledged, attached or encumbered in any 
manner.
	10.4	Tax Withholding.  The Company shall withhold any taxes that 
are required to be withheld from the benefits provided under this 
Agreement.
	10.5	Applicable Law.  The Agreement and all rights hereunder shall 
be governed by the laws of California, except to the extent preempted by 
the laws of the United States of America.
	10.6	Unfunded Arrangement.  The Director and beneficiary are 
general unsecured creditors of the Company for the payment of benefits 
under this Agreement.  The benefits represent the mere promise by the 
Company to pay such benefits.  The rights to benefits are not subject in 
any manner to anticipation, alienation, sale, transfer, assignment, 
pledge, encumbrance, attachment, or garnishment by creditors.  Any 
insurance on the Director's life is a general asset of the Company to 
which the Director and beneficiary have no preferred or secured claim.
	IN WITNESS WHEREOF, the Director and a duly 
authorized Company officer have signed this Agreement.

	COMPANY:

	ORANGE NATIONAL BANK



EXHIBIT 10.14

ORANGE NATIONAL BANK OF ORANGE, CALIFORNIA
DEFERRED FEE AGREEMENT
	THIS AGREEMENT is made this 17th day of January 1996 by and 
between Orange National Bank (the "Company"), and San E. Vaccaro (the 
"Director").

INTRODUCTION

	To encourage the Director to remain a member of the Company's 
Board of Directors, the Company is willing to provide to the Director a 
deferred fee opportunity.  The Company will pay the benefits from its 
general assets.

AGREEMENT
The Director and the Company agree as follows:
Article I
Definitions
	1.1 Definitions.  Whenever used in this Agreement, the 
following words and phrases shall

have the meanings specified:

	1.1.I "Change of Control" means the transfer of 51% or more of 
the Company's outstanding voting common stock or the transfer of 51% or 
more of Orange National Bancorp's (the Company's holding company) 
outstanding voting common stock followed	within twelve (12) months by 
termination of the Director's status as a member of the Company's Board 
of Directors.
		1.1.2 "Code" means the Internal Revenue Code of 1986, as 
amended.  References to a Code section shall be deemed to be to that 
section as it now exists and to any successor provision.
		1.1.3	"Disability" means, if the Director is covered by a 
Company-sponsored disability insurance policy, total disability as 
defined in such policy without regard to any waiting period.  If the 
Director is not covered by such a policy, Disability means the Director 
suffering a sickness, accident or injury which, in the judgment of a 
physician satisfactory to the Company, prevents the Director from 
performing substantially all of the normal duties of a director.  As a 
condition to any benefits, the Company may require the Director to submit 
to such physical or mental evaluations and tests as the Company's Board 
of Directors deems appropriate.

	1.1.4 "Election Form" means the Form attached as Exhibit 1.

	1.1.5	"Fees" means the total directors fees payable to the 
Director including fees earned by a Director who elects to participate in 
the Company's Director Emeritus Program.

	1.1.6	"Normal Termination Date" means the Director attaining 
age 65.

	1.1.7 "Termination of Service" means the Director's ceasing 
to be a member of the Company's Board of Directors for any reason 
whatsoever.

		1.1.8	"Director" means a member of the Company's Board of 
Directors and includes any Director who elects to participate in the 
Company's Director Emeritus Program.

Article 2

Deferral Election

	2.1	Initial Election.  The Director shall make an initial 
deferral election under this Agreement by filing with the Company a 
signed Election Form within 30 days after the date of this Agreement.  
The Election Form shall set forth the amount of Fees to be deferred.  The 
Election Form shall be effective to defer only Fees earned after the date 
the Election Form is received by the Company.

	2.2	Election Changes

		2.2.1	Generally.  The Director may modify (either increase or 
decrease) the amount of Fees to be deferred by filing a subsequent signed 
Election Form with the Company.  The modified deferral shall not be 
effective until the calendar year following the year in which the 
subsequent Election Form is received by the Company.

		2.2.2	Hardship.  If an unforeseeable financial emergency 
arising from the death of a family member, divorce, sickness, injury, 
catastrophe or similar event outside the control of the Director occurs, 
the Director, by written instructions to the Company may reduce future 
deferrals under this Agreement, in which event the modified deferral 
shall be effective immediately.

Article 3

Deferral Account

	3.1	Establishing and Crediting.  The Company shall establish a 
Deferral Account-on its books for the Director, and shall credit to the 
Deferral Account the following amounts:
		3.1.1 Deferrals.  The Fees deferred by the Director as 
of the time the Fees would have otherwise been paid to the Director.
		3.1.2	Interest.  On the first day of each month and 
immediately prior to the payment of any benefits, interest on the account 
balance since the preceding credit under this Section 3.1.2, if any, at 
an annual rate, compounded monthly, equal to the rate determined 
prospectively by the Company's Board of Directors, in its sole 
discretion, on December 31 of each year this Agreement is in effect.
	3.2	Statement of accounts.  The Company shall provide to the 
Director, within one hundred twenty (120) days after each anniversary of 
this Agreement, a statement setting forth the Deferral Account balance.
	3.3	Accounting Device Only.  The Deferral Account is solely a 
device for measuring amounts to be paid under this Agreement.  The 
Deferral Account is not a trust fund of any kind.  The Director is a 
general unsecured creditor of the Company for the payment of benefits.  
The benefits represent the mere Company promise to pay such benefits.  
The Director's rights are not subject in any manner to anticipation, 
alienation, sale, transfer, assignment, pledge, encumbrance, attachment, 
or garnishment by the Director's creditors.

Article 4
Lifetime Benefits

	4.1	Normal Termination Benefit.  Upon the Director's Termination 
of Service, the Company shall pay to the Director the benefit described 
in this Section 4.1.

		4.1.I Amount of Benefit.  The benefit under this Section 
4.1 is the Deferral Account balance at the Director's Termination of 
Service.
		4.1.2	Payment of Benefit.  The Company shall pay the benefit 
to the Director in a lump sum within 60 days after the Director's 
Termination of Service or, at its option, it shall pay the benefit to the 
Participant in 180 monthly installments commencing on the first day of 
the month following the Participant's Termination of Service.  The 
installment payments described in this Section 4.1 shall be determined on 
the first month following the Participant's Termination of Service and 
the first day of each plan year thereafter as the payment amount required 
to amortize the account balance over the remaining term including 
interest at the applicable interest rate (as determined under Section 
3.1.2).
	4.2	Early Termination Benefit.  If the Director terminates 
service as a director before the Normal Termination Date, and for reasons 
other dm death or Disability, the Company shall pay to the Director the 
benefit described in this Section 4.2.
		4.2.1	Amount of Benefit.  The benefit under this Section 4.2 
is the Deferral Account balance at the Director's Termination of Service.
		4.2.2	Payment of Benefit.  The Company shall pay the benefit 
to the Director in a lump sum within 60 days after the Director's 
Termination of Service or, at its option, it shall pay the benefit to the 
Participant in 180 monthly installments commencing on the first day of 
the month following the Participant's Termination of Service.  The 
installment payments described in this Section 4.2 shall be determined on 
the first month following the Participant's Termination of Service and 
the first day of each plan year thereafter as the payment amount required 
to amortize the account balance over the remaining term including 
interest at the applicable interest rate (as determined under Section 
3.1.2).
	4.3	Disability Benefit.  If the Director terminates service as a 
director for Disability prior to the Normal Retirement Date, the Company 
shall pay to the Director the benefit described in this Section 4.3.
		4.3.1	Amount of Benefit.  The benefit under this Section 4.3 
is the Deferral Account balance at the Director's Termination of Service.
		4.3.2	Payment of Benefit.  The Company shall pay the benefit 
to the Director in a lump sum within 60 days after the Director's 
Termination of Service.
	4.4	Change of Control Benefit.  Upon a Change of Control while 
the Director is in the active service of the Company, the Company shall 
pay to the Director the benefit described in this Section 4.4 in lieu of 
any other benefit under this Agreement.
		4.4.1	Amount of Benefit.  The benefit under this Section 4.4 
is the Deferral Account balance at the date of the Director's Termination 
of Service.
		4.4.2	Payment of Benefit.  The Company shall pay the benefit 
to the Director in a lump sum within 60 days after the Director's 
Termination of Service.
	4.5	Hardship Distribution.  Upon the Company's determination 
(following petition by the Director) that the Director has suffered an 
unforeseeable financial emergency as described in Section 2.2.2, the 
Company shall distribute to the Director all or a portion of the Deferral 
Account balance as determined by the Company, but in no event shall the 
distribution be greater than is necessary to relieve the financial 
hardship.


Article 5
Death Benefits

	5.1	Death During Active Service.  If the Director dies while in 
the active service of the Company, the Company shall pay to the 
Director's beneficiary the benefit described in this Section 5.1.
		5.1.1 Amount of Benefit.  The benefit under Section 5.1 
is the greater of the Deferral Account balance at the date of the 
Director's death or $227,315.
		5.1.2	Payment of Benefit.  The Company shall pay the benefit 
to the beneficiary within 60 days following the Director's death.
	5.2	Death During Benefit Period.  If the Director dies after 
benefit payments have commenced under this Agreement but before 
receiving all such payments, the Company shall pay the remaining 
benefits to the Director's beneficiary at the same time and in the same 
amounts they would have been paid to the Director had the Director 
survived.

Article 6
Beneficiaries
	6.	1 Beneficiary Designations.  The Director shall designate a 
beneficiary by filing a written designation with the Company.  The 
Director may revoke or modify the designation at any time by filing a new 
designation.  However, designations will only be effective if signed by 
the Director and accepted by the Company during the Director's lifetime. 
 The Director's beneficiary designation shall be deemed automatically 
revoked if the beneficiary predeceases the Director, or if the Director 
names a spouse as beneficiary and the marriage is subsequently dissolved. 
 If the Director dies without a valid beneficiary designation, all 
payments shall be made to the Director's surviving spouse, if any, and if 
none, to the Director's surviving children and the descendants of any 
deceased child by right of representation, and if no children or 
descendants survive, to the Director's estate.
	6.2	Facility of Payment.  If a benefit is payable to a minor, to 
a person declared incompetent, or to a person incapable of handling the 
disposition of his or her property, the Company may pay such benefit to 
the guardian, legal representative or person having the care or custody 
of such minor, incompetent person or incapable person.  The Company may 
require proof of incompetency, minority or guardianship as it may deem 
appropriate prior to distribution of the benefit.  Such distribution 
shall completely discharge the Company from all liability with respect to 
such benefit.

Article 7
General Limitations

Notwithstanding any provision of this Agreement to the contrary, the 
Company shall not pay any benefit under this Agreement that is 
attributable to the Company's matching contributions or the interest 
earned on such contributions:

	7.1	Termination for Cause.  If the Company terminates the 
Director's service as a director

	for:


	7.1.1	Gross negligence or gross neglect of duties;

	7.1.2    Commission of a felony or of a gross misdemeanor 
involving moral turpitude;
	or
	7.1.3    Fraud, disloyalty, dishonesty or willful violation of any 
law or significant Company policy committed in connection with the 
Director's service and resulting in an adverse financial effect on the 
Company.

	7.2	Suicide.  If the Director commits suicide within two years 
after the date of this Agreement, or if the Director has made any 
material misstatement of fact on any application for life insurance 
purchased by the Company.

Article 8
Claims and Review Procedures

	8.1	Claims Procedure.  The Company shall notify the Director's 
beneficiary in writing, within ninety (90) days of his or her written 
application for benefits, of his or her eligibility or noneligibility for 
benefits under the Agreement.  If the Company determines that the 
beneficiary is not eligible for benefits or full benefits, the notice 
shall set forth (1) the specific reasons for such denial, (2) a specific 
reference to the provisions of the Agreement on which the denial is 
based, (3) a description of any additional information or material 
necessary for the claimant to perfect his or her claim, and a description 
of why it is needed, and (4) an explanation of the Agreement's claims 
review procedure and other appropriate information as to the steps to be 
taken if the beneficiary wishes to have the claim reviewed.  If the 
Company determines that there are special circumstances requiring 
additional time to make a decision, the Company shall notify the 
beneficiary of the special circumstances and the date by which a decision 
is expected to be made, and may extend the time for up to an additional 
ninety-day period.

	8.2	Review Procedure.  If the beneficiary is determined by the 
Company not to be eligible for benefits, or if the beneficiary believes 
that he or she is entitled to greater or different benefits, the 
beneficiary shall have the opportunity to have such claim reviewed by the 
Company by filing a petition for review with the Company within sixty 
(60) days after receipt of the notice issued by the Company.  Said 
petition shall state the specific reasons which the beneficiary believes 
entitle him or her to benefits or to greater or different benefits.  
Within sixty (60) days after receipt by the Company of the petition, the 
Company shall afford the beneficiary (and counsel, if any) an opportunity 
to present his or her position to the Company orally or in writing, and 
the beneficiary (or counsel) shall have the right to review the pertinent 
documents.  The Company shall notify the beneficiary of its decision in 
writing within the sixty-day period, stating specifically the basis of 
its decision, written in a manner calculated to be understood by the 
beneficiary and the specific provisions of the Agreement on which the 
decision is based.  If, because of the need for a hearing, the sixty-day 
period is not sufficient, the decision may be deferred for up to another 
sixty-day period at the election of the Company, but notice of this 
deferral shall be given to the beneficiary.

Article 9
Amendments and Termination
	This Agreement may be amended or terminated only by a written 
agreement signed by the Company and the Director.
Article 10
Miscellaneous
	10.1 Binding Effect.  This Agreement shall bind the Director and 
the Company, and their beneficiaries, survivors, executors, 
administrators and transferees.
	10.2	No Guaranty of Service.  This Agreement is not a contract for 
services.  It does not give the Director the right to remain a director 
of the Company, nor does it interfere with the shareholders' rights to 
replace the Director.  It also does not require the Director to remain a 
director nor interfere with the Director's right to terminate services at 
any time.
	10.3	Non-Transferability.  Benefits under this Agreement cannot be 
sold, transferred, assigned, pledged, attached or encumbered in any 
manner.
	10.4	Tax Withholding.  The Company shall withhold any taxes that 
are required to be withheld from the benefits provided under this 
Agreement.
	10.5	Applicable Law.  The Agreement and all rights hereunder shall 
be governed by the laws of California, except to the extent preempted by 
the laws of the United States of America.
	10.6	Unfunded Arrangement.  The Director and beneficiary are 
general unsecured creditors of the Company for the payment of benefits 
under this Agreement.  The benefits represent the mere promise by the 
Company to pay such benefits.  The rights to benefits are not subject in 
any manner to anticipation, alienation, sale, transfer, assignment, 
pledge, encumbrance, attachment, or garnishment by creditors.  Any 
insurance on the Director's life is a general asset of the Company to 
which the Director and beneficiary have no preferred or secured claim.
	IN WITNESS WHEREOF, the Director and a duly 
authorized Company officer have signed this Agreement.

	COMPANY:

	ORANGE NATIONAL BANK


EXHIBIT 10.15

ORANGE NATIONAL BANK OF ORANGE, CALIFORNIA
DEFERRED FEE AGREEMENT
	THIS AGREEMENT is made this 17th day of January 1996 by and 
between Orange National Bank (the "Company"), and James E. Mahoney (the 
"Director").

INTRODUCTION

	To encourage the Director to remain a member of the Company's 
Board of Directors, the Company is willing to provide to the Director a 
deferred fee opportunity.  The Company will pay the benefits from its 
general assets.

AGREEMENT
The Director and the Company agree as follows:
Article I
Definitions
	1.1 Definitions.  Whenever used in this Agreement, the 
following words and phrases shall

have the meanings specified:

	1.1.I "Change of Control" means the transfer of 51% or more of 
the Company's outstanding voting common stock or the transfer of 51% or 
more of Orange National Bancorp's (the Company's holding company) 
outstanding voting common stock followed	within twelve (12) months by 
termination of the Director's status as a member of the Company's Board 
of Directors.
		1.1.2 "Code" means the Internal Revenue Code of 1986, as 
amended.  References to a Code section shall be deemed to be to that 
section as it now exists and to any successor provision.
		1.1.3	"Disability" means, if the Director is covered by a 
Company-sponsored disability insurance policy, total disability as 
defined in such policy without regard to any waiting period.  If the 
Director is not covered by such a policy, Disability means the Director 
suffering a sickness, accident or injury which, in the judgment of a 
physician satisfactory to the Company, prevents the Director from 
performing substantially all of the normal duties of a director.  As a 
condition to any benefits, the Company may require the Director to submit 
to such physical or mental evaluations and tests as the Company's Board 
of Directors deems appropriate.

	1.1.4 "Election Form" means the Form attached as Exhibit 1.

	1.1.5	"Fees" means the total directors fees payable to the 
Director including fees earned by a Director who elects to participate in 
the Company's Director Emeritus Program.

	1.1.6	"Normal Termination Date" means the Director attaining 
age 65.

	1.1.7 "Termination of Service" means the Director's ceasing 
to be a member of the Company's Board of Directors for any reason 
whatsoever.

		1.1.8	"Director" means a member of the Company's Board of 
Directors and includes any Director who elects to participate in the 
Company's Director Emeritus Program.

Article 2

Deferral Election

	2.1	Initial Election.  The Director shall make an initial 
deferral election under this Agreement by filing with the Company a 
signed Election Form within 30 days after the date of this Agreement.  
The Election Form shall set forth the amount of Fees to be deferred.  The 
Election Form shall be effective to defer only Fees earned after the date 
the Election Form is received by the Company.

	2.2	Election Changes

		2.2.1	Generally.  The Director may modify (either increase or 
decrease) the amount of Fees to be deferred by filing a subsequent signed 
Election Form with the Company.  The modified deferral shall not be 
effective until the calendar year following the year in which the 
subsequent Election Form is received by the Company.

		2.2.2	Hardship.  If an unforeseeable financial emergency 
arising from the death of a family member, divorce, sickness, injury, 
catastrophe or similar event outside the control of the Director occurs, 
the Director, by written instructions to the Company may reduce future 
deferrals under this Agreement, in which event the modified deferral 
shall be effective immediately.

Article 3

Deferral Account

	3.1	Establishing and Crediting.  The Company shall establish a 
Deferral Account-on its books for the Director, and shall credit to the 
Deferral Account the following amounts:
		3.1.1 Deferrals.  The Fees deferred by the Director as 
of the time the Fees would have otherwise been paid to the Director.
		3.1.2	Interest.  On the first day of each month and 
immediately prior to the payment of any benefits, interest on the account 
balance since the preceding credit under this Section 3.1.2, if any, at 
an annual rate, compounded monthly, equal to the rate determined 
prospectively by the Company's Board of Directors, in its sole 
discretion, on December 31 of each year this Agreement is in effect.
	3.2	Statement of accounts.  The Company shall provide to the 
Director, within one hundred twenty (120) days after each anniversary of 
this Agreement, a statement setting forth the Deferral Account balance.
	3.3	Accounting Device Only.  The Deferral Account is solely a 
device for measuring amounts to be paid under this Agreement.  The 
Deferral Account is not a trust fund of any kind.  The Director is a 
general unsecured creditor of the Company for the payment of benefits.  
The benefits represent the mere Company promise to pay such benefits.  
The Director's rights are not subject in any manner to anticipation, 
alienation, sale, transfer, assignment, pledge, encumbrance, attachment, 
or garnishment by the Director's creditors.

Article 4
Lifetime Benefits

	4.1	Normal Termination Benefit.  Upon the Director's Termination 
of Service, the Company shall pay to the Director the benefit described 
in this Section 4.1.

		4.1.I Amount of Benefit.  The benefit under this Section 
4.1 is the Deferral Account balance at the Director's Termination of 
Service.
		4.1.2	Payment of Benefit.  The Company shall pay the benefit 
to the Director in a lump sum within 60 days after the Director's 
Termination of Service or, at its option, it shall pay the benefit to the 
Participant in 180 monthly installments commencing on the first day of 
the month following the Participant's Termination of Service.  The 
installment payments described in this Section 4.1 shall be determined on 
the first month following the Participant's Termination of Service and 
the first day of each plan year thereafter as the payment amount required 
to amortize the account balance over the remaining term including 
interest at the applicable interest rate (as determined under Section 
3.1.2).
	4.2	Early Termination Benefit.  If the Director terminates 
service as a director before the Normal Termination Date, and for reasons 
other dm death or Disability, the Company shall pay to the Director the 
benefit described in this Section 4.2.
		4.2.1	Amount of Benefit.  The benefit under this Section 4.2 
is the Deferral Account balance at the Director's Termination of Service.
		4.2.2	Payment of Benefit.  The Company shall pay the benefit 
to the Director in a lump sum within 60 days after the Director's 
Termination of Service or, at its option, it shall pay the benefit to the 
Participant in 180 monthly installments commencing on the first day of 
the month following the Participant's Termination of Service.  The 
installment payments described in this Section 4.2 shall be determined on 
the first month following the Participant's Termination of Service and 
the first day of each plan year thereafter as the payment amount required 
to amortize the account balance over the remaining term including 
interest at the applicable interest rate (as determined under Section 
3.1.2).
	4.3	Disability Benefit.  If the Director terminates service as a 
director for Disability prior to the Normal Retirement Date, the Company 
shall pay to the Director the benefit described in this Section 4.3.
		4.3.1	Amount of Benefit.  The benefit under this Section 4.3 
is the Deferral Account balance at the Director's Termination of Service.
		4.3.2	Payment of Benefit.  The Company shall pay the benefit 
to the Director in a lump sum within 60 days after the Director's 
Termination of Service.
	4.4	Change of Control Benefit.  Upon a Change of Control while 
the Director is in the active service of the Company, the Company shall 
pay to the Director the benefit described in this Section 4.4 in lieu of 
any other benefit under this Agreement.
		4.4.1	Amount of Benefit.  The benefit under this Section 4.4 
is the Deferral Account balance at the date of the Director's Termination 
of Service.
		4.4.2	Payment of Benefit.  The Company shall pay the benefit 
to the Director in a lump sum within 60 days after the Director's 
Termination of Service.
	4.5	Hardship Distribution.  Upon the Company's determination 
(following petition by the Director) that the Director has suffered an 
unforeseeable financial emergency as described in Section 2.2.2, the 
Company shall distribute to the Director all or a portion of the Deferral 
Account balance as determined by the Company, but in no event shall the 
distribution be greater than is necessary to relieve the financial 
hardship.


Article 5
Death Benefits

	5.1	Death During Active Service.  If the Director dies while in 
the active service of the Company, the Company shall pay to the 
Director's beneficiary the benefit described in this Section 5.1.
		5.1.1 Amount of Benefit.  The benefit under Section 5.1 
is the greater of the Deferral Account balance at the date of the 
Director's death or $227,315.
		5.1.2	Payment of Benefit.  The Company shall pay the benefit 
to the beneficiary within 60 days following the Director's death.
	5.2	Death During Benefit Period.  If the Director dies after 
benefit payments have commenced under this Agreement but before 
receiving all such payments, the Company shall pay the remaining 
benefits to the Director's beneficiary at the same time and in the same 
amounts they would have been paid to the Director had the Director 
survived.

Article 6
Beneficiaries
	6.1 Beneficiary Designations.  The Director shall designate a 
beneficiary by filing a written designation with the Company.  The 
Director may revoke or modify the designation at any time by filing a new 
designation.  However, designations will only be effective if signed by 
the Director and accepted by the Company during the Director's lifetime. 
 The Director's beneficiary designation shall be deemed automatically 
revoked if the beneficiary predeceases the Director, or if the Director 
names a spouse as beneficiary and the marriage is subsequently dissolved. 
 If the Director dies without a valid beneficiary designation, all 
payments shall be made to the Director's surviving spouse, if any, and if 
none, to the Director's surviving children and the descendants of any 
deceased child by right of representation, and if no children or 
descendants survive, to the Director's estate.
	6.2	Facility of Payment.  If a benefit is payable to a minor, to 
a person declared incompetent, or to a person incapable of handling the 
disposition of his or her property, the Company may pay such benefit to 
the guardian, legal representative or person having the care or custody 
of such minor, incompetent person or incapable person.  The Company may 
require proof of incompetency, minority or guardianship as it may deem 
appropriate prior to distribution of the benefit.  Such distribution 
shall completely discharge the Company from all liability with respect to 
such benefit.

Article 7
General Limitations

Notwithstanding any provision of this Agreement to the contrary, the 
Company shall not pay any benefit under this Agreement that is 
attributable to the Company's matching contributions or the interest 
earned on such contributions:

	7.1	Termination for Cause.  If the Company terminates the 
Director's service as a director

	for:


	7.1.1	Gross negligence or gross neglect of duties;

	7.1.2    Commission of a felony or of a gross misdemeanor 
involving moral turpitude;
	or
	7.1.3    Fraud, disloyalty, dishonesty or willful violation of any 
law or significant Company policy committed in connection with the 
Director's service and resulting in an adverse financial effect on the 
Company.

	7.2	Suicide.  If the Director commits suicide within two years 
after the date of this Agreement, or if the Director has made any 
material misstatement of fact on any application for life insurance 
purchased by the Company.

Article 8
Claims and Review Procedures

	8.1	Claims Procedure.  The Company shall notify the Director's 
beneficiary in writing, within ninety (90) days of his or her written 
application for benefits, of his or her eligibility or noneligibility for 
benefits under the Agreement.  If the Company determines that the 
beneficiary is not eligible for benefits or full benefits, the notice 
shall set forth (1) the specific reasons for such denial, (2) a specific 
reference to the provisions of the Agreement on which the denial is 
based, (3) a description of any additional information or material 
necessary for the claimant to perfect his or her claim, and a description 
of why it is needed, and (4) an explanation of the Agreement's claims 
review procedure and other appropriate information as to the steps to be 
taken if the beneficiary wishes to have the claim reviewed.  If the 
Company determines that there are special circumstances requiring 
additional time to make a decision, the Company shall notify the 
beneficiary of the special circumstances and the date by which a decision 
is expected to be made, and may extend the time for up to an additional 
ninety-day period.

	8.2	Review Procedure.  If the beneficiary is determined by the 
Company not to be eligible for benefits, or if the beneficiary believes 
that he or she is entitled to greater or different benefits, the 
beneficiary shall have the opportunity to have such claim reviewed by the 
Company by filing a petition for review with the Company within sixty 
(60) days after receipt of the notice issued by the Company.  Said 
petition shall state the specific reasons which the beneficiary believes 
entitle him or her to benefits or to greater or different benefits.  
Within sixty (60) days after receipt by the Company of the petition, the 
Company shall afford the beneficiary (and counsel, if any) an opportunity 
to present his or her position to the Company orally or in writing, and 
the beneficiary (or counsel) shall have the right to review the pertinent 
documents.  The Company shall notify the beneficiary of its decision in 
writing within the sixty-day period, stating specifically the basis of 
its decision, written in a manner calculated to be understood by the 
beneficiary and the specific provisions of the Agreement on which the 
decision is based.  If, because of the need for a hearing, the sixty-day 
period is not sufficient, the decision may be deferred for up to another 
sixty-day period at the election of the Company, but notice of this 
deferral shall be given to the beneficiary.

Article 9
Amendments and Termination
	This Agreement may be amended or terminated only by a written 
agreement signed by the Company and the Director.
Article 10
Miscellaneous
	10.1 Binding Effect.  This Agreement shall bind the Director and 
the Company, and their beneficiaries, survivors, executors, 
administrators and transferees.
	10.2	No Guaranty of Service.  This Agreement is not a contract for 
services.  It does not give the Director the right to remain a director 
of the Company, nor does it interfere with the shareholders' rights to 
replace the Director.  It also does not require the Director to remain a 
director nor interfere with the Director's right to terminate services at 
any time.
	10.3	Non-Transferability.  Benefits under this Agreement cannot be 
sold, transferred, assigned, pledged, attached or encumbered in any 
manner.
	10.4	Tax Withholding.  The Company shall withhold any taxes that 
are required to be withheld from the benefits provided under this 
Agreement.
	10.5	Applicable Law.  The Agreement and all rights hereunder shall 
be governed by the laws of California, except to the extent preempted by 
the laws of the United States of America.
	10.6	Unfunded Arrangement.  The Director and beneficiary are 
general unsecured creditors of the Company for the payment of benefits 
under this Agreement.  The benefits represent the mere promise by the 
Company to pay such benefits.  The rights to benefits are not subject in 
any manner to anticipation, alienation, sale, transfer, assignment, 
pledge, encumbrance, attachment, or garnishment by creditors.  Any 
insurance on the Director's life is a general asset of the Company to 
which the Director and beneficiary have no preferred or secured claim.
	IN WITNESS WHEREOF, the Director and a duly 
authorized Company officer have signed this Agreement.

	COMPANY:

	ORANGE NATIONAL BANK



EXHIBIT 10.16

ORANGE NATIONAL BANK OF ORANGE, CALIFORNIA
DEFERRED FEE AGREEMENT
	THIS AGREEMENT is made this 17th day of January 1996 by and 
between Orange National Bank (the "Company"), and Gerald R. Holte (the 
"Director").

INTRODUCTION

	To encourage the Director to remain a member of the Company's 
Board of Directors, the Company is willing to provide to the Director a 
deferred fee opportunity.  The Company will pay the benefits from its 
general assets.

AGREEMENT
The Director and the Company agree as follows:
Article I
Definitions
	1.1 Definitions.  Whenever used in this Agreement, the 
following words and phrases shall

have the meanings specified:

	1.1.I "Change of Control" means the transfer of 51% or more of 
the Company's outstanding voting common stock or the transfer of 51% or 
more of Orange National Bancorp's (the Company's holding company) 
outstanding voting common stock followed	within twelve (12) months by 
termination of the Director's status as a member of the Company's Board 
of Directors.
		1.1.2 "Code" means the Internal Revenue Code of 1986, as 
amended.  References to a Code section shall be deemed to be to that 
section as it now exists and to any successor provision.
		1.1.3	"Disability" means, if the Director is covered by a 
Company-sponsored disability insurance policy, total disability as 
defined in such policy without regard to any waiting period.  If the 
Director is not covered by such a policy, Disability means the Director 
suffering a sickness, accident or injury which, in the judgment of a 
physician satisfactory to the Company, prevents the Director from 
performing substantially all of the normal duties of a director.  As a 
condition to any benefits, the Company may require the Director to submit 
to such physical or mental evaluations and tests as the Company's Board 
of Directors deems appropriate.

	1.1.4 "Election Form" means the Form attached as Exhibit 1.

	1.1.5	"Fees" means the total directors fees payable to the 
Director including fees earned by a Director who elects to participate in 
the Company's Director Emeritus Program.

	1.1.6	"Normal Termination Date" means the Director attaining 
age 65.

	1.1.7 "Termination of Service" means the Director's ceasing 
to be a member of the Company's Board of Directors for any reason 
whatsoever.

		1.1.8	"Director" means a member of the Company's Board of 
Directors and includes any Director who elects to participate in the 
Company's Director Emeritus Program.

Article 2

Deferral Election

	2.1	Initial Election.  The Director shall make an initial 
deferral election under this Agreement by filing with the Company a 
signed Election Form within 30 days after the date of this Agreement.  
The Election Form shall set forth the amount of Fees to be deferred.  The 
Election Form shall be effective to defer only Fees earned after the date 
the Election Form is received by the Company.

	2.2	Election Changes

		2.2.1	Generally.  The Director may modify (either increase or 
decrease) the amount of Fees to be deferred by filing a subsequent signed 
Election Form with the Company.  The modified deferral shall not be 
effective until the calendar year following the year in which the 
subsequent Election Form is received by the Company.

		2.2.2	Hardship.  If an unforeseeable financial emergency 
arising from the death of a family member, divorce, sickness, injury, 
catastrophe or similar event outside the control of the Director occurs, 
the Director, by written instructions to the Company may reduce future 
deferrals under this Agreement, in which event the modified deferral 
shall be effective immediately.

Article 3

Deferral Account

	3.1	Establishing and Crediting.  The Company shall establish a 
Deferral Account-on its books for the Director, and shall credit to the 
Deferral Account the following amounts:
		3.1.1 Deferrals.  The Fees deferred by the Director as 
of the time the Fees would have otherwise been paid to the Director.
		3.1.2	Interest.  On the first day of each month and 
immediately prior to the payment of any benefits, interest on the account 
balance since the preceding credit under this Section 3.1.2, if any, at 
an annual rate, compounded monthly, equal to the rate determined 
prospectively by the Company's Board of Directors, in its sole 
discretion, on December 31 of each year this Agreement is in effect.
	3.2	Statement of accounts.  The Company shall provide to the 
Director, within one hundred twenty (120) days after each anniversary of 
this Agreement, a statement setting forth the Deferral Account balance.
	3.3	Accounting Device Only.  The Deferral Account is solely a 
device for measuring amounts to be paid under this Agreement.  The 
Deferral Account is not a trust fund of any kind.  The Director is a 
general unsecured creditor of the Company for the payment of benefits.  
The benefits represent the mere Company promise to pay such benefits.  
The Director's rights are not subject in any manner to anticipation, 
alienation, sale, transfer, assignment, pledge, encumbrance, attachment, 
or garnishment by the Director's creditors.

Article 4
Lifetime Benefits

	4.1	Normal Termination Benefit.  Upon the Director's Termination 
of Service, the Company shall pay to the Director the benefit described 
in this Section 4.1.

		4.1.I Amount of Benefit.  The benefit under this Section 
4.1 is the Deferral Account balance at the Director's Termination of 
Service.
		4.1.2	Payment of Benefit.  The Company shall pay the benefit 
to the Director in a lump sum within 60 days after the Director's 
Termination of Service or, at its option, it shall pay the benefit to the 
Participant in 180 monthly installments commencing on the first day of 
the month following the Participant's Termination of Service.  The 
installment payments described in this Section 4.1 shall be determined on 
the first month following the Participant's Termination of Service and 
the first day of each plan year thereafter as the payment amount required 
to amortize the account balance over the remaining term including 
interest at the applicable interest rate (as determined under Section 
3.1.2).
	4.2	Early Termination Benefit.  If the Director terminates 
service as a director before the Normal Termination Date, and for reasons 
other dm death or Disability, the Company shall pay to the Director the 
benefit described in this Section 4.2.
		4.2.1	Amount of Benefit.  The benefit under this Section 4.2 
is the Deferral Account balance at the Director's Termination of Service.
		4.2.2	Payment of Benefit.  The Company shall pay the benefit 
to the Director in a lump sum within 60 days after the Director's 
Termination of Service or, at its option, it shall pay the benefit to the 
Participant in 180 monthly installments commencing on the first day of 
the month following the Participant's Termination of Service.  The 
installment payments described in this Section 4.2 shall be determined on 
the first month following the Participant's Termination of Service and 
the first day of each plan year thereafter as the payment amount required 
to amortize the account balance over the remaining term including 
interest at the applicable interest rate (as determined under Section 
3.1.2).
	4.3	Disability Benefit.  If the Director terminates service as a 
director for Disability prior to the Normal Retirement Date, the Company 
shall pay to the Director the benefit described in this Section 4.3.
		4.3.1	Amount of Benefit.  The benefit under this Section 4.3 
is the Deferral Account balance at the Director's Termination of Service.
		4.3.2	Payment of Benefit.  The Company shall pay the benefit 
to the Director in a lump sum within 60 days after the Director's 
Termination of Service.
	4.4	Change of Control Benefit.  Upon a Change of Control while 
the Director is in the active service of the Company, the Company shall 
pay to the Director the benefit described in this Section 4.4 in lieu of 
any other benefit under this Agreement.
		4.4.1	Amount of Benefit.  The benefit under this Section 4.4 
is the Deferral Account balance at the date of the Director's Termination 
of Service.
		4.4.2	Payment of Benefit.  The Company shall pay the benefit 
to the Director in a lump sum within 60 days after the Director's 
Termination of Service.
	4.5	Hardship Distribution.  Upon the Company's determination 
(following petition by the Director) that the Director has suffered an 
unforeseeable financial emergency as described in Section 2.2.2, the 
Company shall distribute to the Director all or a portion of the Deferral 
Account balance as determined by the Company, but in no event shall the 
distribution be greater than is necessary to relieve the financial 
hardship.


Article 5
Death Benefits

	5.1	Death During Active Service.  If the Director dies while in 
the active service of the Company, the Company shall pay to the 
Director's beneficiary the benefit described in this Section 5.1.
		5.1.1 Amount of Benefit.  The benefit under Section 5.1 
is the greater of the Deferral Account balance at the date of the 
Director's death or $227,315.
		5.1.2	Payment of Benefit.  The Company shall pay the benefit 
to the beneficiary within 60 days following the Director's death.
	5.2	Death During Benefit Period.  If the Director dies after 
benefit payments have commenced under this Agreement but before 
receiving all such payments, the Company shall pay the remaining 
benefits to the Director's beneficiary at the same time and in the same 
amounts they would have been paid to the Director had the Director 
survived.

Article 6
Beneficiaries
	6.1 Beneficiary Designations.  The Director shall designate a 
beneficiary by filing a written designation with the Company.  The 
Director may revoke or modify the designation at any time by filing a new 
designation.  However, designations will only be effective if signed by 
the Director and accepted by the Company during the Director's lifetime. 
 The Director's beneficiary designation shall be deemed automatically 
revoked if the beneficiary predeceases the Director, or if the Director 
names a spouse as beneficiary and the marriage is subsequently dissolved. 
 If the Director dies without a valid beneficiary designation, all 
payments shall be made to the Director's surviving spouse, if any, and if 
none, to the Director's surviving children and the descendants of any 
deceased child by right of representation, and if no children or 
descendants survive, to the Director's estate.
	6.2	Facility of Payment.  If a benefit is payable to a minor, to 
a person declared incompetent, or to a person incapable of handling the 
disposition of his or her property, the Company may pay such benefit to 
the guardian, legal representative or person having the care or custody 
of such minor, incompetent person or incapable person.  The Company may 
require proof of incompetency, minority or guardianship as it may deem 
appropriate prior to distribution of the benefit.  Such distribution 
shall completely discharge the Company from all liability with respect to 
such benefit.

Article 7
General Limitations

Notwithstanding any provision of this Agreement to the contrary, the 
Company shall not pay any benefit under this Agreement that is 
attributable to the Company's matching contributions or the interest 
earned on such contributions:

	7.1	Termination for Cause.  If the Company terminates the 
Director's service as a director

	for:


	7.1.1	Gross negligence or gross neglect of duties;

	7.1.2    Commission of a felony or of a gross misdemeanor 
involving moral turpitude;
	or
	7.1.3    Fraud, disloyalty, dishonesty or willful violation of any 
law or significant Company policy committed in connection with the 
Director's service and resulting in an adverse financial effect on the 
Company.

	7.2	Suicide.  If the Director commits suicide within two years 
after the date of this Agreement, or if the Director has made any 
material misstatement of fact on any application for life insurance 
purchased by the Company.

Article 8
Claims and Review Procedures

	8.1	Claims Procedure.  The Company shall notify the Director's 
beneficiary in writing, within ninety (90) days of his or her written 
application for benefits, of his or her eligibility or noneligibility for 
benefits under the Agreement.  If the Company determines that the 
beneficiary is not eligible for benefits or full benefits, the notice 
shall set forth (1) the specific reasons for such denial, (2) a specific 
reference to the provisions of the Agreement on which the denial is 
based, (3) a description of any additional information or material 
necessary for the claimant to perfect his or her claim, and a description 
of why it is needed, and (4) an explanation of the Agreement's claims 
review procedure and other appropriate information as to the steps to be 
taken if the beneficiary wishes to have the claim reviewed.  If the 
Company determines that there are special circumstances requiring 
additional time to make a decision, the Company shall notify the 
beneficiary of the special circumstances and the date by which a decision 
is expected to be made, and may extend the time for up to an additional 
ninety-day period.

	8.2	Review Procedure.  If the beneficiary is determined by the 
Company not to be eligible for benefits, or if the beneficiary believes 
that he or she is entitled to greater or different benefits, the 
beneficiary shall have the opportunity to have such claim reviewed by the 
Company by filing a petition for review with the Company within sixty 
(60) days after receipt of the notice issued by the Company.  Said 
petition shall state the specific reasons which the beneficiary believes 
entitle him or her to benefits or to greater or different benefits.  
Within sixty (60) days after receipt by the Company of the petition, the 
Company shall afford the beneficiary (and counsel, if any) an opportunity 
to present his or her position to the Company orally or in writing, and 
the beneficiary (or counsel) shall have the right to review the pertinent 
documents.  The Company shall notify the beneficiary of its decision in 
writing within the sixty-day period, stating specifically the basis of 
its decision, written in a manner calculated to be understood by the 
beneficiary and the specific provisions of the Agreement on which the 
decision is based.  If, because of the need for a hearing, the sixty-day 
period is not sufficient, the decision may be deferred for up to another 
sixty-day period at the election of the Company, but notice of this 
deferral shall be given to the beneficiary.

Article 9
Amendments and Termination
	This Agreement may be amended or terminated only by a written 
agreement signed by the Company and the Director.
Article 10
Miscellaneous
	10.1 Binding Effect.  This Agreement shall bind the Director and 
the Company, and their beneficiaries, survivors, executors, 
administrators and transferees.
	10.2	No Guaranty of Service.  This Agreement is not a contract for 
services.  It does not give the Director the right to remain a director 
of the Company, nor does it interfere with the shareholders' rights to 
replace the Director.  It also does not require the Director to remain a 
director nor interfere with the Director's right to terminate services at 
any time.
	10.3	Non-Transferability.  Benefits under this Agreement cannot be 
sold, transferred, assigned, pledged, attached or encumbered in any 
manner.
	10.4	Tax Withholding.  The Company shall withhold any taxes that 
are required to be withheld from the benefits provided under this 
Agreement.
	10.5	Applicable Law.  The Agreement and all rights hereunder shall 
be governed by the laws of California, except to the extent preempted by 
the laws of the United States of America.
	10.6	Unfunded Arrangement.  The Director and beneficiary are 
general unsecured creditors of the Company for the payment of benefits 
under this Agreement.  The benefits represent the mere promise by the 
Company to pay such benefits.  The rights to benefits are not subject in 
any manner to anticipation, alienation, sale, transfer, assignment, 
pledge, encumbrance, attachment, or garnishment by creditors.  Any 
insurance on the Director's life is a general asset of the Company to 
which the Director and beneficiary have no preferred or secured claim.
	IN WITNESS WHEREOF, the Director and a duly 
authorized Company officer have signed this Agreement.

	COMPANY:

	ORANGE NATIONAL BANK



EXHIBIT 10.17
ORANGE NATIONAL BANK
SALARY CONTINUATION AGREEMENT
THIS AGREEMENT is made this 21st day of February 1996 by and between 
Orange National Bank (the "Company"), and Kenneth J. Cosgrove (the 
"Executive").

INTRODUCTION

To encourage the Executive to remain an employee of the Company, 
the Company is willing to provide salary continuation benefits to the 
Executive.  The Company will pay the benefits from its general assets.

AGREEMENT
The Executive and the Company agree as follows:
Article 1
Definitions
1.1 Definitions.  Whenever used in this Agreement, the following 
words and phrases shall

have the	meanings specified:

1.1.I " Change of Control" means the transfer of 51% or more of the 
Company's
outstanding voting common stock or the transfer of 51% or more of 
Orange National
Bancorp's (the Company's holding company) outstanding voting common 
stock.
1.1.2 "Code" means the Internal Revenue Code of 1986, as amended.  
References to a Code section shall be deemed to be to that section as it 
now exists and to any successor provision.
1.1.3	"Disability" means, if the Executive is covered by a Company-
sponsored disability insurance policy, total disability as defined in 
such policy without regard to any waiting period.  If the Executive is 
not covered by such a policy, Disability means the Executive suffering a 
sickness, accident or injury which, in the judgment of a physician 
satisfactory to the Company, prevents the Executive from performing 
substantially all of the Executive's normal duties for the Company.  As 
a condition to any benefits, the Company may require the Executive to 
submit to such physical or mental evaluations and tests as the Company's 
Board of Directors deems appropriate.

1.1.4	"Normal Retirement Date" means the Executive attaining age 65.

1.1.5 " Termination of Employment" means the Executive's ceasing to be 
employed by the Company for any reason whatsoever, voluntary or 
involuntary, other than by reason of an approved leave of absence.

1.1.6	"Plan Year" means twelve months ending on


Article 2

Lifetime Benefits

2.1	Normal Retirement Benefit.  If the Executive terminates employment 
on or after the Normal Retirement Date for reasons other than death, the 
Company shall pay to the Executive the benefit described in this Section 
2.1.

2.1.1 Amount of Benefit.  The benefit under this Section 2. 1 is $8, 
000 per month.


2.1.2	Payment of Benefit.  The Company shall pay the benefit to the 
Executive on the first day of each month commencing with the month 
following the Executive's Normal Retirement Date and continuing for 179 
additional months.
2.2	Early Retirement Benefit Before Age 60.  If the Executive 
terminates employment prior to attaining age 60, and for reasons other 
than death or Disability, the Company shall pay to the Executive the 
benefit described in this Section 2.2.
2.2.1	 Amount of Benefit.  The benefit under this Section 2.2 is the 
benefit determined under Schedule A, Column C based on the date of the 
Executive's Termination of Employment (or, if Section 2.6 applies as 
specified herein, the benefit set forth in Schedule A, Column G).  
Schedule A is calculated using the interest method of accounting, a 9% 
discount rate, and assuming monthly compounding and monthly benefit 
payments.
2.2.2	Payment of Benefit.  The Company shall pay the benefit to the 
Executive on the first day of each month commencing with the month 
following the Executive's Normal Retirement Date and continuing for 179 
additional months.
2.3	Early Retirement Benefit After Age 60.  If the Executive 
terminates employment after attaining age 60 but prior to the Normal 
Retirement Date and for reasons other than death or Disability, the 
Company shall pay to the Executive the benefit described in this Section 
2.3.
2.3.1	 Amount of Benefit.  The benefit under this Section 2.3 is the 
benefit determined under Schedule A, Column D based on the date of the 
Executive's Termination of Employment (or, if Section 2.6 applies as 
specified herein, the benefit set forth in Schedule A, Column H).
2.3.2	Payment of Benefit.  The Company shall pay the benefit to the 
Executive on the first day of each month commencing with the month 
following the Executive's Termination of Employment and continuing for 
179 additional months.
2.4	Disability Benefit if Disability Occurs Within the First 5 Years. 
 If the Executive terminates employment for Disability within 5 years 
from the date this Agreement is executed, but prior to the Normal 
Retirement Date, the Company shall pay to the Executive the benefit 
described in this Section 2.4.
2.4.1	 Amount of Benefit.  The benefit under this Section 2.4 is the 
benefit determined under Schedule A, Column I based on the date of the 
Executive's Termination of Employment (or, if Section 2.6 applies as 
specified herein, the benefit set forth in Schedule A, Column F).
2.4.2	Payment of Benefit.  The Company shall pay the benefit to the 
Executive in a lump sum within 60 days after Disability (or, if Section 
2.6 applies as specified herein, the benefit payable on the first day of 
each month commencing with the month following the Executive's 
Termination of Employment and continuing until the earlier of (a) the 
Executive's recovery from the Disability and his return to active 
employment by the Company, or (b) 179 months).
2.5	Disability Benefit if Disability Occurs After the Fifth Year.  If 
the Executive terminates employment for Disability after 5 years from 
the date this Agreement is executed, but prior to the Normal Retirement 
Date, the Company shall pay to the Executive the benefit described in 
this Section 2.5.
2.5.1	 Amount of Benefit.  The benefit under this Section 2.5 is the 
benefit determined under Schedule A, Column B based on the date of the 
Executive's Termination of Employment (or, if Section 2.6 applies as 
specified herein, the benefit set forth in Schedule A, Column F).
2.5.2	Payment of Benefit.  The Company shall pay the benefit to the 
Executive on the first day of each month commencing with the month 
following the Executive's Termination of Employment and continuing until 
the earlier of (a) the Executive's recovery from the Disability and his 
return to active employment by the Company, or (b) 179 months.
2.6	Change of Control Vesting.  Upon a Change of Control while the 
Executive is in the active service of the Company, where the Executive 
is not terminated by the Company as specified in Section 2.7 hereunder, 
the Executive shall be vested in the Normal Retirement Benefit so that, 
subsequent to a Change of Control, if the Executive becomes eligible for 
any Early Retirement Benefit or Disability Benefit, notwithstanding 
anything contained herein to the contrary, the amount of any such 
benefit shall be measured in accordance with Schedule A.
2.7	Termination by the Company on Account of or After a Change of 
Control.  Notwithstanding anything contained herein to the contrary, in 
the event: (i) the Executive's employment with the Company is terminated 
by the Company in conjunction with, or by reason of, a Change of Control 
or (ii) by reason of the Company's actions any adverse and material 
change occurs in the scope of the Executive's position, 
responsibilities, duties, salary, benefits, or location of employment 
after a Change of Control occurs; or (iii) the Company causes an event 
to occur which reasonably constitutes or results in a demotion, a 
significant diminution of responsibilities or authority, or a 
constructive termination (by forcing a resignation or otherwise) of the 
Executive's employment after a Change of Control occurs, then the 
Company shall pay to the Executive the benefit described in this Section 
2.7, in lieu of any other benefit under this Agreement.
2.7.1	 Amount of Benefit.  The benefit under this Section 2.7 is the 
benefit determined under Schedule A, Column E based on the later of (a) 
the beginning of year 12, or (b) the date of the event triggering this 
Section 2.7 benefit.
2.7.2	Payment of Benefit.  The Company shall pay the benefit to the 
Executive on the first day of each month commencing with the month 
following the date of the event triggering this Section 2.7 benefit and 
continuing for 179 additional months.
2.8	After Returning to Active Employment from Disability.  If the 
Executive returns to active employment by the Company after receiving 
Disability benefits under Sections 2.4 or 2.5 and becomes otherwise 
entitled to any benefits contained in this Agreement, the Company shall 
pay such benefits to the Executive except that the benefits shall be 
reduced by a fraction, the numerator of which is the total of all 
Disability benefits paid to the Executive and the denominator of which 
is the total sum of benefits to which the Executive is otherwise 
entitled.

Article 3
Death Benefits

3.1	Death During Active Service.  If the Executive dies while in the 
active service of the Company, the Company shall pay to the Executive's 
beneficiary the benefit described in this Section 3.1.

3.1.1	 Amount of Benefit.  The benefit under Section 3.1 is the lifetime 
benefit that would have been paid to the Executive under Section 2.1 
calculated as if the date of the Executive's death were the Normal 
Retirement Date and reduced as described in Section 2.8, if applicable.

3.1.2	Payment of Benefit.  The Company shall pay the benefit to the 
Beneficiary on the first day of each month commencing with the month 
following the Executive's death and continuing for 179 additional 
months.

3.2	Death During Benefit Period.  If the Executive dies after benefit 
payments have commenced under this Agreement, other than benefits on 
account of Disability, but before receiving all such payments, the 
Company shall pay the remaining benefits to the Executive's beneficiary 
at the same time and in the same amounts they would have been paid to 
the Executive had the Executive survived.

3.3	Death after Termination for Disability If the Executive dies after 
terminating employment for Disability and before returning to active 
employment with the company, the Company shall pay the benefit contained 
in Section 3.1, except that such benefit shall be reduced as described 
in Section 2.8.
Article 4
Beneficiaries
4.1	Beneficiary Designations.  The Executive shall designate a 
beneficiary by filing a written designation with the Company.  The 
Executive may revoke or modify the designation at any time by filing a 
new designation.  However, designations will only be effective if signed 
by the Executive and accepted by the Company during the Executive's 
lifetime.  The Executive's beneficiary designation shall be deemed 
automatically revoked if the beneficiary predeceases the Executive, or 
if the Executive names a spouse as beneficiary and the marriage is 
subsequently dissolved.  If the Executive dies without a valid 
beneficiary designation, all payments shall be made to the Executive's 
surviving spouse, if any, and if none, to the Executive's surviving 
children and the descendants of any deceased child by right of 
representation, and if no children or descendants survive, to the 
Executive's estate.
4.2	Facility of Payment.  If a benefit is payable to a minor, to a 
person declared incompetent, or to a person incapable of handling the 
disposition of his or her property, the Company may pay such benefit to 
the guardian, legal representative or person having the care or custody 
of such minor, incompetent person or incapable person.  The Company may 
require proof of incompetency, minority or guardianship as it may deem 
appropriate prior to distribution of the benefit.  Such distribution 
shall completely discharge the Company from all liability with respect 
to such benefit.
Article 5
General Limitations
Notwithstanding any provision of this Agreement to the contrary, the 
Company shall not pay certain benefits as described below hereunder:
5.1	Excess Parachute Payment.  To the extent the benefit payments are 
not deductible by the payor under Section 28OG of the Internal Revenue 
Code, if any, such nondeductible payments shall not be made.  All 
deductible payments under Section 28OG shall be made.  For purposes of 
determining the nondeductible portion of Section 280G, if any, the 
discount rate of 7.74% shall be used.
5.2	Termination for Cause.  No benefit payments under this Agreement 
shall be paid, if the Company terminates the Executive's employment for:

5.2.1	Gross negligence or gross neglect of duties;

5.2.2	Commission of a felony or of a gross misdemeanor involving moral 
turpitude; or
5.2.3	Fraud, disloyalty, dishonesty or willful violation of any law or 
significant Company policy committed in connection with the Executive's 
employment and resulting in an adverse effect on the Company.

5.3	Suicide.  No benefits shall be payable if the Executive commits 
suicide within two years after the date of this Agreement, or if the 
Executive has made any material misstatement of fact on any application 
for life insurance purchased by the Company.

5.4	Regulatory Violation or Impairment of Capital.  No benefit 
payments shall be payable in violation of any regulatory order or 
prohibition, or if such benefit payments would cause the Company's 
capital to be impaired.
Article 6
Claims and Review Procedures
6.1	Claims Procedure.  The Company shall notify the Executive's 
beneficiary in writing, within ninety (90) days of his or her written 
application for benefits, of his or her eligibility or noneligibility 
for benefits under the Agreement.  If the Company determines that the 
beneficiary is not eligible for benefits or full benefits, the notice 
shall set forth (1) the specific reasons for such denial, (2) a specific 
reference to the provisions of the Agreement on which the denial is 
based, (3) a description of any additional information or material 
necessary for the claimant to perfect his or her claim, and a 
description of why it is needed, and (4) an explanation of the 
Agreement's claims review procedure and other appropriate information as 
to the steps to be taken if the beneficiary wishes to have the claim 
reviewed.  If the Company determines that there are special 
circumstances requiring additional time to make a decision, the Company 
shall notify the beneficiary of the special circumstances and the date 
by which a decision is expected to be made, and may extend the time for 
up to an additional ninety-day period.
6.2	Review Procedure.  If the beneficiary is determined by the Company 
not to be eligible for benefits, or if the beneficiary believes that he 
or she is entitled to greater or different benefits, the beneficiary 
shall have the opportunity to have such claim reviewed by the Company by 
filing a petition for review with the Company within sixty (60) days 
after receipt of the notice issued by the Company.  Said petition shall 
state the specific reasons which the beneficiary believes entitle him or 
her to benefits or to greater or different benefits.  Within sixty (60) 
days after receipt by the Company of the petition, the Company shall 
afford the beneficiary (and counsel, if any) an opportunity to present 
his or her position to the Company orally or in writing, and the 
beneficiary (or counsel) shall have the right to review the pertinent 
documents.  The Company shall notify the beneficiary of its decision in 
writing within the sixty-day period, stating specifically the basis of 
its decision, written in a manner calculated to be understood by the 
beneficiary and the specific provisions of the Agreement on which the 
decision is based.  If, because of the need for a hearing, the sixty-day 
period is not sufficient, the decision may be deferred for up to another 
sixty-day period at the election of the Company, but notice of this 
deferral shall be given to the beneficiary.
Article 7
Amendments and Termination
This Agreement may be amended or terminated only by a written agreement 
signed by the Company and the Executive.
Article 8
Miscellaneous
8.1	Binding Effect.  This Agreement shall bind the Executive and the 
Company, and their beneficiaries, survivors, executors, administrators 
and transferees.
8.2	No Guaranty of Employment.  This Agreement is not an employment 
policy or contract.  It does not give the Executive the right to remain 
an employee of the Company, nor does it interfere with the Company's 
right to discharge the Executive.  It also does not require the 
Executive to remain an employee nor interfere with the Executive's right 
to terminate employment at any time.
8.3	Non-Transferability.  Benefits under this Agreement cannot be 
sold, transferred, assigned, pledged, attached or encumbered in any 
manner.
8.4	Tax Withholding.  The Company shall withhold any taxes that are 
required to be withheld from the benefits provided under this Agreement.
8.5	Applicable Law.  The Agreement and all rights hereunder shall be 
governed by the laws of California, except to the extent preempted by 
the laws of the United States of America.
8.6	Unfunded Arrangement.  The Executive and beneficiary are general 
unsecured creditors of the Company for the payment of benefits under 
this Agreement.  The benefits represent the mere promise by the Company 
to pay such benefits.  The rights to benefits are not subject in any 
manner to anticipation, alienation, sale, transfer, assignment, pledge, 
encumbrance, attachment, or garnishment by creditors.  Any insurance on 
the Executive's life is a general asset of the Company to which the 
Executive and beneficiary have no preferred or secured claim.
8.7	Collateral upon Change of Control.  As collateral for the 
performance of the obligations due Executive herein, upon a change of 
control, as defined in Section 1. 1. 1 hereof, the Board of Directors of 
Company, in its sole option and discretion, may require that the 
acquiror post a letter of credit, in form and from an issuing entity 
acceptable to the Board of Directors, for the full amount of the benefit 
payments due under this Agreement.  However, notwithstanding this 
provision, nothing herein contained shall be deemed to confer or grant 
any right to the Executive to require or compel the Company or the 
acquiror to collateralize the provisions of this Agreement.
IN WITNESS WHEREOF, the Executive and a duly authorized Company officer 
have signed this Agreement.

COMPANY:

ORANGE NATIONAL BANK

EXHIBIT 10.18
ORANGE NATIONAL BANK
SALARY CONTINUATION AGREEMENT
THIS AGREEMENT is made this 21st day of February 1996 by and between 
Orange National Bank (the "Company"), and Robert W. Creighton (the 
"Executive").

INTRODUCTION

To encourage the Executive to remain an employee of the Company, 
the Company is willing to provide salary continuation benefits to the 
Executive.  The Company will pay the benefits from its general assets.

AGREEMENT
The Executive and the Company agree as follows:
Article 1
Definitions
1.1 Definitions.  Whenever used in this Agreement, the following 
words and phrases shall

have the	meanings specified:

1.1.I " Change of Control" means the transfer of 51% or more of the 
Company's
outstanding voting common stock or the transfer of 51% or more of 
Orange National
Bancorp's (the Company's holding company) outstanding voting common 
stock.
1.1.2 "Code" means the Internal Revenue Code of 1986, as amended.  
References to a Code section shall be deemed to be to that section as it 
now exists and to any successor provision.
1.1.3	"Disability" means, if the Executive is covered by a Company-
sponsored disability insurance policy, total disability as defined in 
such policy without regard to any waiting period.  If the Executive is 
not covered by such a policy, Disability means the Executive suffering a 
sickness, accident or injury which, in the judgment of a physician 
satisfactory to the Company, prevents the Executive from performing 
substantially all of the Executive's normal duties for the Company.  As 
a condition to any benefits, the Company may require the Executive to 
submit to such physical or mental evaluations and tests as the Company's 
Board of Directors deems appropriate.

1.1.4	"Normal Retirement Date" means the Executive attaining age 65.

1.1.5 " Termination of Employment" means the Executive's ceasing to be 
employed by the Company for any reason whatsoever, voluntary or 
involuntary, other than by reason of an approved leave of absence.

1.1.6	"Plan Year" means twelve months ending on


Article 2

Lifetime Benefits

2.1	Normal Retirement Benefit.  If the Executive terminates employment 
on or after the Normal Retirement Date for reasons other than death, the 
Company shall pay to the Executive the benefit described in this Section 
2.1.

2.1.1 Amount of Benefit.  The benefit under this Section 2. 1 is $5, 
000 per month.


2.1.2	Payment of Benefit.  The Company shall pay the benefit to the 
Executive on the first day of each month commencing with the month 
following the Executive's Normal Retirement Date and continuing for 179 
additional months.
2.2	Early Retirement Benefit Before Age 60.  If the Executive 
terminates employment prior to attaining age 60, and for reasons other 
than death or Disability, the Company shall pay to the Executive the 
benefit described in this Section 2.2.
2.2.1	 Amount of Benefit.  The benefit under this Section 2.2 is the 
benefit determined under Schedule A, Column C based on the date of the 
Executive's Termination of Employment (or, if Section 2.6 applies as 
specified herein, the benefit set forth in Schedule A, Column G).  
Schedule A is calculated using the interest method of accounting, a 9% 
discount rate, and assuming monthly compounding and monthly benefit 
payments.
2.2.2	Payment of Benefit.  The Company shall pay the benefit to the 
Executive on the first day of each month commencing with the month 
following the Executive's Normal Retirement Date and continuing for 179 
additional months.
2.3	Early Retirement Benefit After Age 60.  If the Executive 
terminates employment after attaining age 60 but prior to the Normal 
Retirement Date and for reasons other than death or Disability, the 
Company shall pay to the Executive the benefit described in this Section 
2.3.
2.3.1	 Amount of Benefit.  The benefit under this Section 2.3 is the 
benefit determined under Schedule A, Column D based on the date of the 
Executive's Termination of Employment (or, if Section 2.6 applies as 
specified herein, the benefit set forth in Schedule A, Column H).
2.3.2	Payment of Benefit.  The Company shall pay the benefit to the 
Executive on the first day of each month commencing with the month 
following the Executive's Termination of Employment and continuing for 
179 additional months.
2.4	Disability Benefit if Disability Occurs Within the First 5 Years. 
 If the Executive terminates employment for Disability within 5 years 
from the date this Agreement is executed, but prior to the Normal 
Retirement Date, the Company shall pay to the Executive the benefit 
described in this Section 2.4.
2.4.1	 Amount of Benefit.  The benefit under this Section 2.4 is the 
benefit determined under Schedule A, Column I based on the date of the 
Executive's Termination of Employment (or, if Section 2.6 applies as 
specified herein, the benefit set forth in Schedule A, Column F).
2.4.2	Payment of Benefit.  The Company shall pay the benefit to the 
Executive in a lump sum within 60 days after Disability (or, if Section 
2.6 applies as specified herein, the benefit payable on the first day of 
each month commencing with the month following the Executive's 
Termination of Employment and continuing until the earlier of (a) the 
Executive's recovery from the Disability and his return to active 
employment by the Company, or (b) 179 months).
2.5	Disability Benefit if Disability Occurs After the Fifth Year.  If 
the Executive terminates employment for Disability after 5 years from 
the date this Agreement is executed, but prior to the Normal Retirement 
Date, the Company shall pay to the Executive the benefit described in 
this Section 2.5.
2.5.1	 Amount of Benefit.  The benefit under this Section 2.5 is the 
benefit determined under Schedule A, Column B based on the date of the 
Executive's Termination of Employment (or, if Section 2.6 applies as 
specified herein, the benefit set forth in Schedule A, Column F).
2.5.2	Payment of Benefit.  The Company shall pay the benefit to the 
Executive on the first day of each month commencing with the month 
following the Executive's Termination of Employment and continuing until 
the earlier of (a) the Executive's recovery from the Disability and his 
return to active employment by the Company, or (b) 179 months.
2.6	Change of Control Vesting.  Upon a Change of Control while the 
Executive is in the active service of the Company, where the Executive 
is not terminated by the Company as specified in Section 2.7 hereunder, 
the Executive shall be vested in the Normal Retirement Benefit so that, 
subsequent to a Change of Control, if the Executive becomes eligible for 
any Early Retirement Benefit or Disability Benefit, notwithstanding 
anything contained herein to the contrary, the amount of any such 
benefit shall be measured in accordance with Schedule A.
2.7	Termination by the Company on Account of or After a Change of 
Control.  Notwithstanding anything contained herein to the contrary, in 
the event: (i) the Executive's employment with the Company is terminated 
by the Company in conjunction with, or by reason of, a Change of Control 
or (ii) by reason of the Company's actions any adverse and material 
change occurs in the scope of the Executive's position, 
responsibilities, duties, salary, benefits, or location of employment 
after a Change of Control occurs; or (iii) the Company causes an event 
to occur which reasonably constitutes or results in a demotion, a 
significant diminution of responsibilities or authority, or a 
constructive termination (by forcing a resignation or otherwise) of the 
Executive's employment after a Change of Control occurs, then the 
Company shall pay to the Executive the benefit described in this Section 
2.7, in lieu of any other benefit under this Agreement.
2.7.1	 Amount of Benefit.  The benefit under this Section 2.7 is the 
benefit determined under Schedule A, Column E based on the later of (a) 
the beginning of year 12, or (b) the date of the event triggering this 
Section 2.7 benefit.
2.7.2	Payment of Benefit.  The Company shall pay the benefit to the 
Executive on the first day of each month commencing with the month 
following the date of the event triggering this Section 2.7 benefit and 
continuing for 179 additional months.
2.8	After Returning to Active Employment from Disability.  If the 
Executive returns to active employment by the Company after receiving 
Disability benefits under Sections 2.4 or 2.5 and becomes otherwise 
entitled to any benefits contained in this Agreement, the Company shall 
pay such benefits to the Executive except that the benefits shall be 
reduced by a fraction, the numerator of which is the total of all 
Disability benefits paid to the Executive and the denominator of which 
is the total sum of benefits to which the Executive is otherwise 
entitled.

Article 3
Death Benefits

3.1	Death During Active Service.  If the Executive dies while in the 
active service of the Company, the Company shall pay to the Executive's 
beneficiary the benefit described in this Section 3. 1.

3.1.1	 Amount of Benefit.  The benefit under Section 3.1 is the lifetime 
benefit that would have been paid to the Executive under Section 2.1 
calculated as if the date of the Executive's death were the Normal 
Retirement Date and reduced as described in Section 2.8, if applicable.

3.1.2	Payment of Benefit.  The Company shall pay the benefit to the 
Beneficiary on the first day of each month commencing with the month 
following the Executive's death and continuing for 179 additional 
months.

3.2	Death During Benefit Period.  If the Executive dies after benefit 
payments have commenced under this Agreement, other than benefits on 
account of Disability, but before receiving all such payments, the 
Company shall pay the remaining benefits to the Executive's beneficiary 
at the same time and in the same amounts they would have been paid to 
the Executive had the Executive survived.

3.3	Death after Termination for Disability If the Executive dies after 
terminating employment for Disability and before returning to active 
employment with the company, the Company shall pay the benefit contained 
in Section 3. 1, except that such benefit shall be reduced as described 
in Section 2.8.
Article 4
Beneficiaries
4.1	Beneficiary Designations.  The Executive shall designate a 
beneficiary by filing a written designation with the Company.  The 
Executive may revoke or modify the designation at any time by filing a 
new designation.  However, designations will only be effective if signed 
by the Executive and accepted by the Company during the Executive's 
lifetime.  The Executive's beneficiary designation shall be deemed 
automatically revoked if the beneficiary predeceases the Executive, or 
if the Executive names a spouse as beneficiary and the marriage is 
subsequently dissolved.  If the Executive dies without a valid 
beneficiary designation, all payments shall be made to the Executive's 
surviving spouse, if any, and if none, to the Executive's surviving 
children and the descendants of any deceased child by right of 
representation, and if no children or descendants survive, to the 
Executive's estate.
4.2	Facility of Payment.  If a benefit is payable to a minor, to a 
person declared incompetent, or to a person incapable of handling the 
disposition of his or her property, the Company may pay such benefit to 
the guardian, legal representative or person having the care or custody 
of such minor, incompetent person or incapable person.  The Company may 
require proof of incompetency, minority or guardianship as it may deem 
appropriate prior to distribution of the benefit.  Such distribution 
shall completely discharge the Company from all liability with respect 
to such benefit.
Article 5
General Limitations
Notwithstanding any provision of this Agreement to the contrary, the 
Company shall not pay certain benefits as described below hereunder:
5.1	Excess Parachute Payment.  To the extent the benefit payments are 
not deductible by the payor under Section 28OG of the Internal Revenue 
Code, if any, such nondeductible payments shall not be made.  All 
deductible payments under Section 28OG shall be made.  For purposes of 
determining the nondeductible portion of Section 280G, if any, the 
discount rate of 7.74% shall be used.
5.2	Termination for Cause.  No benefit payments under this Agreement 
shall be paid, if the Company terminates the Executive's employment for:

5.2.1	Gross negligence or gross neglect of duties;

5.2.2	Commission of a felony or of a gross misdemeanor involving moral 
turpitude; or
5.2.3	Fraud, disloyalty, dishonesty or willful violation of any law or 
significant Company policy committed in connection with the Executive's 
employment and resulting in an adverse effect on the Company.

5.3	Suicide.  No benefits shall be payable if the Executive commits 
suicide within two years after the date of this Agreement, or if the 
Executive has made any material misstatement of fact on any application 
for life insurance purchased by the Company.

5.4	Regulatory Violation or Impairment of Capital.  No benefit 
payments shall be payable in violation of any regulatory order or 
prohibition, or if such benefit payments would cause the Company's 
capital to be impaired.
Article 6
Claims and Review Procedures
6.1	Claims Procedure.  The Company shall notify the Executive's 
beneficiary in writing, within ninety (90) days of his or her written 
application for benefits, of his or her eligibility or noneligibility 
for benefits under the Agreement.  If the Company determines that the 
beneficiary is not eligible for benefits or full benefits, the notice 
shall set forth (1) the specific reasons for such denial, (2) a specific 
reference to the provisions of the Agreement on which the denial is 
based, (3) a description of any additional information or material 
necessary for the claimant to perfect his or her claim, and a 
description of why it is needed, and (4) an explanation of the 
Agreement's claims review procedure and other appropriate information as 
to the steps to be taken if the beneficiary wishes to have the claim 
reviewed.  If the Company determines that there are special 
circumstances requiring additional time to make a decision, the Company 
shall notify the beneficiary of the special circumstances and the date 
by which a decision is expected to be made, and may extend the time for 
up to an additional ninety-day period.
6.2	Review Procedure.  If the beneficiary is determined by the Company 
not to be eligible for benefits, or if the beneficiary believes that he 
or she is entitled to greater or different benefits, the beneficiary 
shall have the opportunity to have such claim reviewed by the Company by 
filing a petition for review with the Company within sixty (60) days 
after receipt of the notice issued by the Company.  Said petition shall 
state the specific reasons which the beneficiary believes entitle him or 
her to benefits or to greater or different benefits.  Within sixty (60) 
days after receipt by the Company of the petition, the Company shall 
afford the beneficiary (and counsel, if any) an opportunity to present 
his or her position to the Company orally or in writing, and the 
beneficiary (or counsel) shall have the right to review the pertinent 
documents.  The Company shall notify the beneficiary of its decision in 
writing within the sixty-day period, stating specifically the basis of 
its decision, written in a manner calculated to be understood by the 
beneficiary and the specific provisions of the Agreement on which the 
decision is based.  If, because of the need for a hearing, the sixty-day 
period is not sufficient, the decision may be deferred for up to another 
sixty-day period at the election of the Company, but notice of this 
deferral shall be given to the beneficiary.
Article 7
Amendments and Termination
This Agreement may be amended or terminated only by a written agreement 
signed by the Company and the Executive.
Article 8
Miscellaneous
8.1	Binding Effect.  This Agreement shall bind the Executive and the 
Company, and their beneficiaries, survivors, executors, administrators 
and transferees.
8.2	No Guaranty of Employment.  This Agreement is not an employment 
policy or contract.  It does not give the Executive the right to remain 
an employee of the Company, nor does it interfere with the Company's 
right to discharge the Executive.  It also does not require the 
Executive to remain an employee nor interfere with the Executive's right 
to terminate employment at any time.
8.3	Non-Transferability.  Benefits under this Agreement cannot be 
sold, transferred, assigned, pledged, attached or encumbered in any 
manner.
8.4	Tax Withholding.  The Company shall withhold any taxes that are 
required to be withheld from the benefits provided under this Agreement.
8.5	Applicable Law.  The Agreement and all rights hereunder shall be 
governed by the laws of California, except to the extent preempted by 
the laws of the United States of America.
8.6	Unfunded Arrangement.  The Executive and beneficiary are general 
unsecured creditors of the Company for the payment of benefits under 
this Agreement.  The benefits represent the mere promise by the Company 
to pay such benefits.  The rights to benefits are not subject in any 
manner to anticipation, alienation, sale, transfer, assignment, pledge, 
encumbrance, attachment, or garnishment by creditors.  Any insurance on 
the Executive's life is a general asset of the Company to which the 
Executive and beneficiary have no preferred or secured claim.
8.7	Collateral upon Change of Control.  As collateral for the 
performance of the obligations due Executive herein, upon a change of 
control, as defined in Section 1. 1. 1 hereof, the Board of Directors of 
Company, in its sole option and discretion, may require that the 
acquiror post a letter of credit, in form and from an issuing entity 
acceptable to the Board of Directors, for the full amount of the benefit 
payments due under this Agreement.  However, notwithstanding this 
provision, nothing herein contained shall be deemed to confer or grant 
any right to the Executive to require or compel the Company or the 
acquiror to collateralize the provisions of this Agreement.
IN WITNESS WHEREOF, the Executive and a duly authorized Company officer 
have signed this Agreement.

COMPANY:

ORANGE NATIONAL BANK


EXHIBIT 10.19

DEFERRED COMPENSATION AGREEMENT
KENNETH J. COSGROVE
	This Agreement is made by and between ORANGE NATIONAL BANK, 1201 
East Katella Avenue, Orange, California ('ONB"), and KENNETH J. COSGROVE 
('Executive") whose residence is 23 Montpellier, Newport Beach, 
California, 92660 with reference to the following:
	INTRODUCTION

	1	Executive has been employed by ONB from its inception, as is 
currently its President and Chief Executive Officer, and has acquired 
experience, knowledge and a reputation of considerable value to ONB.
	2.	ONB desires to retain the services of Executive and would 
suffer financial losses should he leave its employ.
	3.	Executive agrees to remain in faithful performance of his 
duties to ONB and ONB wishes to offer an incentive to Executive to remain 
in its employ.

AGREEMENT

	In consideration of the services rendered and to be rendered by the 
Executive the parties agree:

ARTICLE I
Deferral Election

	1.1	Deferred Compensation.  The Executive's compensation set 
forth in the Contract of Employment between ONB and Executive dated 
February 21, 1986, as amended from time to time, shall be reduced by the 
sum of $5,000.00 per calendar year ("Annual Deferred Compensation") for 
twenty-four (24) consecutive years commencing with the year 1988 and 
ending on the earlier of December 21, 2011, or on the date his employment 
is terminated, whichever occurs first.

	1.2	Election Changes.  The amount of reduction may from time to 
time be modified for any future calendar year by written notice from the 
Executive to ONB given at least fifteen (15) days prior to December 31 
of each calendar year, or at the date of the December board of directors 
meeting, whichever event occurs later, at which time Executive shall 
declare the amount of reduction for the following calendar year.  In any 
event, if Executive does not notify ONB of any change in the amount of 
the reduction, the amount of reduction shall remain at $5,000 per 
calendar year, until December 31, 2011, or his employment is terminated, 
whichever is first.  After December 31, 2011, no reduction shall be 
required, but Executive may request from year to year further salary 
deferral by giving written notice to ONB of an amount of reduction for 
the ensuing year.

	1.3	Hardship.  If an unforeseeable financial emergency arising 
from the death of a family member, divorce, sickness, injury, catastrophe 
or similar event outside the control of the Executive occurs, the 
Executive, by written instructions to ONB may reduce future deferrals 
under this Agreement, in which event the modified deferral shall be 
effective immediately.

Article 2
Deferral Account

	2.1	Establishing and Crediting.  ONB shall establish a Deferral 
Account on its books for the Executive and shall credit the Deferral 
Account the following amounts:

		2.1.1	Existing Deferral.  The amount of Seventy-One Thousand 
Four Hundred Seventy and No/100ths Dollars ($71,470.00) which is the 
current existing balance as of December 31, 1996 of the total deferrals 
accrued pursuant to the Contract of Employment dated February 21, 1986 
between ONB and the Executive,

		2.1.2	Deferrals.  The aggregate of the total Annual Deferred 
Compensation deferred by the Executive after December 31, 1996, and

	2.1.3 Interest,	Commencing on January 1, 1997, the Interest Rate 
shall be
computed as follows: on the first day of each month and immediately prior 
to the payment 2 of any benefits, interest on the account balance since 
the preceding credit under this Section 2.1.3, if any, at an annual rate, 
compounded monthly, equal to the rate determined prospectively by the 
ONB's Board of Directors, in its sole discretion, on December 31 of each 
year this Agreement is in effect.
	2.2	Statement of Accounts.  ONB shall provide to the Executive, 
within one hundred twenty (120) days after each anniversary of this 
Agreement, a statement setting forth the Deferral Account balance.
	2.3	Accounting Device Only.  The Deferral Account is solely a 
device for measuring amounts to be paid under this Agreement.  The 
Deferral Account is not a trust fund of any kind.  The Executive is a 
general unsecured creditor of ONB for the payment of benefits.  The 
benefits represent the mere promise of ONB to pay such benefits.  The 
Executive's rights are not subject in any manner to anticipation, 
alienation, sale, transfer, assignment, pledge, encumbrance, attachment, 
or garnishment by the Executive's creditors.
Article 3
Lifetime Benefits

	3.1	Termination Benefit.  Upon the Executive's Termination of 
Service, other than death or disability, ONB shall pay to the Executive 
the benefit described in this Section 3. 1.

		3.1.1	Amount of Benefit.  The benefit under this Section 3.1 
is the Deferral Account balance at the Executive's Termination of 
Service.

		3.1.2	Payment of Benefit.  ONB shall pay the benefit to the 
Executive in a lump sum within 60 days after the Executive's Termination 
of Service or, at its option, it shall pay the benefit to the Executive 
in 120 monthly installments commencing on the first day of the month 
following the Executive's Termination of Service.  The installment 
payments described in this Section 3.1 shall be determined on the first 
month following the Executive's Termination of Service and the first day 
of each plan year thereafter as the payment amount required to amortize 
the account balance over the remaining term including interest at the 
applicable interest rate (as determined under Section 2.1.2).
	3.2	Disability Benefit . If the Executive terminates service as 
an Executive for Disability prior to his retirement, ONB shall pay to the 
Executive the benefit described in this Section 3.3.
		3.3.1	Amount of Benefit.  The benefit under this Section 3.3 
is the Deferral Account balance at the Executive's Termination of 
Service.
		3.3.2	Payment of Benefit.  ONB shall pay the benefit to the 
Executive in a lump sum within 60 days after the Executive's Termination 
of Service or, at its option, it shall pay the benefit to the Executive 
in 120 monthly installments commencing on the first day of the month 
following the Executive's Termination of Service.  The installment 
payments described in this Section 3.1 shall be determined on the first 
month following the Executive's Termination of Service and the first day 
of each plan year thereafter as the payment amount required to amortize 
the account balance over the remaining term including interest at the 
applicable interest rate (as determined under Section 2.1.2).
	3.4	Change of Control Benefit.  Upon a Change of Control while 
the Executive is in the active service of ONB, ONB shall pay to the 
Executive the benefit described in this Section 3.4 in lieu of any other 
benefit under this Agreement.
		3.4.1	Amount of Benefit.  The benefit under this Section 3.4 
is the Deferral Account balance at the date of the Executive's 
Termination of Service.
		3.4.2	Payment of Benefit.  ONB shall pay the benefit to the 
Executive in a lump sum within 60 days after the Executive's Termination 
of Service.
3.5	Hardship Distribution.  Upon ONB's determination (following 
petition by the Executive) that the Executive has suffered an 
unforeseeable financial emergency as described in Section 1.3, ONB shall 
distribute to the Executive all or a portion of the Deferral Account 
balance as determined by the ONB, but in no event shall the distribution 
be greater than is necessary to relieve the financial hardship.

Article 4
Death Benefits

	4.1	Death During Active Service.  If the Executive dies while in 
the active service of ONB, ONB shall pay to the Executive's beneficiary 
the benefit described in this Section 4. 1.

	4.1.1 Amount of Benefit.  The benefit under Section 4.1 is 
the greater of the Deferral Account balance at the date of the 
Executive's death or that amount set forth in Exhibit "A" opposite the 
year in which the Executive's death occurs.
		4.1.2	Payment of Benefit.  ONB shall pay the benefit to the 
beneficiary set forth herein within 60 days following the Executive's 
death.
	4.2	Death During Benefit Period.  If the Executive dies after 
benefit payments have commenced under this Agreement but before receiving 
all such payments, ONB shall pay the remaining benefits to the 
Executive's beneficiary at the same time and in the same amounts they 
would have been paid to the Executive had the Executive survived.
Article 5
Beneficiaries
	5.1	Beneficiary Designations.  The Executive shall designate a 
beneficiary by filing a written designation with ONB.  The Executive may 
revoke or modify the designation at any time by filing a new designation. 
 However, designations will only be effective if signed by the Executive 
and accepted by ONB during the Executive's lifetime.  The Executive's 
beneficiary designation shall be deemed automatically revoked if the 
beneficiary predeceases the Executive, or if the Executive names a spouse 
as beneficiary and the marriage is subsequently dissolved.  If the 
Executive dies without a valid beneficiary designation, all payments 
shall be made to the Executive's daughter, Marissa Dee Cosgrove, if she 
survives, and, if not, to the trustee of a living intervivos trust
	5
established by the Executive during his life time, if any, and if none, 
to the Executive's spouse, if any, and if none, to the surviving children 
and the descendants of any deceased child by right of representation, and 
if no children or descendants survive, to the Executive's estate.
	5.2	Facility of Payment.  If a benefit is payable to a minor, to 
a person declared incompetent, or to a person incapable of handling the 
disposition of his or her property, ONB may pay such benefit to the 
guardian, legal representative or person having the care or custody of 
such minor, incompetent person or incapable person.  ONB may require 
proof of incompetency, minority or guardianship as it may deem 
appropriate prior to distribution of the benefit.  Such distribution 
shall completely discharge ONB from all liability with respect to such 
benefit.  If at any time any Beneficiary entitled to receive payments 
shall be a minor or incompetent ONB may make any such payments in its 
discretion directly to the Beneficiary, deposit in an account in the name 
of the Beneficiary, to an adult agent of the Beneficiary, deposit in an 
account in the name of the Beneficiary, to an adult agent of the 
Beneficiary.  ONB shall not be required to see to the application of any 
funds so paid and the receipt of the payee shall be full acquittance to 
ONB.  Until ONB shall receive from some person written notice of any 
death, birth, marriage or other event upon which the right to receive 
payments under this Agreement may depend, ONB shall incur no liability 
for any payments made or omitted in good faith.
Article 6
Notices
	6.1	Notice.  Notice hereunder shall be given in writing, 
delivered in person or by United States Mail postage prepaid to the 
parties at the addresses as follows:

	TO:
	Orange National Bank
	Post Office Box 6040

	1201 East Katella Avenue
	Orange, California 92867
	Attention:	Robert W. Creighton

6

	TO:	Executive:

	Kenneth J. Cosgrove

	23 Montpellier

	Newport Beach, CA 92660

Article 7

General Limitations

	Notwithstanding any provision of this Agreement to the contrary, 
ONB shall not pay any benefit under this Agreement that is attributable 
to ONB's matching contributions or the interest earned on such 
contributions:
	7.1	Termination for Cause.  If ONB terminates the Executive's 
service as an Executive for
	7.1.1	Gross negligence or gross neglect of duties;

	7.1.2	Commission of a felony or of a gross misdemeanor involving 
moral turpitude;
	or
		7.1.3	Fraud, disloyalty, dishonesty or willful violation of 
any law or significant ONB policy committed in connection with the 
Executive's service and resulting in an adverse financial effect on the 
ONB.
	7.2	Suicide.  If the Executive commits suicide within two years 
after the date of this Agreement, or if the Executive has made any 
material misstatement of fact on any application for life insurance 
purchased by ONB.
Article 8
Claims and Review Procedures

	8.1	Claims Procedure.  ONB shall notify the Executive's 
beneficiary in writing, within ninety
(90) days of his or her written application for benefits, of his or her 
eligibility or noneligibility for benefits under the Agreement.  If ONB 
determines that the beneficiary is not eligible for benefits or full 
benefits, the notice shall set forth (1) the specific reasons for such 
denial, (2) a specific reference to the provisions of the Agreement on 
which the denial is based, (3) a description of any additional 
information or material necessary for the claimant to perfect his or her 
claim, and a description of why it is needed, and (4) an explanation of 
the Agreement's claims review procedure and other appropriate information 
as to the steps to be taken if the beneficiary wishes to have the claim 
reviewed.  If ONB determines that there are special circumstances 
requiring additional time to make a decision, ONB shall notify the 
beneficiary of the special circumstances and the date by which a decision 
is expected to be made, and may extend the time for up to an additional 
ninety day period.
	8.2	Review Procedure.  If the beneficiary is determined by ONB 
not to be eligible for benefits, or if the beneficiary believes that he 
or she is entitled to greater or different benefits, the beneficiary 
shall have the opportunity to have such claim reviewed by ONB by filing a 
petition for review with ONB within sixty (60) days after receipt of the 
notice issued by ONB.  Said petition shall state the specific reasons 
which the beneficiary believes entitle him or her to benefits or to 
greater or different benefits.  Within sixty (60) days after receipt by 
ONB of the petition, ONB shall afford the beneficiary (and counsel, if 
any) an opportunity to present his or her position to ONB orally or in 
writing, and the beneficiary (or counsel) shall have the right to review 
the pertinent documents.  ONB shall notify the beneficiary of its 
decision in writing within the sixty-day period, stating specifically the 
basis of its decision, written in a manner calculated to be understood by 
the beneficiary and the specific provisions of the Agreement on which the 
decision is based.  If, because of the need for a hearing, the sixty-day 
period is not sufficient, the decision may be deferred for up to another 
sixty-day period at the election of ONB, but notice of this deferral 
shall be given to the beneficiary.
Article 9
Amendments and Termination
	This Agreement may be amended or terminated only by a written 
agreement signed by ONB and the Executive.
Article 10
Miscellaneous
	10.1	Binding Effect.  This Agreement shall bind the Executive and 
ONB, and their beneficiaries, survivors, executors, administrators and 
transferees.  None of the payments provided for by this Agreement shall 
be subject to seizure for payment of any debts or judgments against the 
Executive or any Beneficiary; nor shall the Executive or any Beneficiary 
have the right to transfer, modify, anticipate, or encumber any rights or 
benefits hereunder; provided, however, that the undistributed portion of 
any benefit payable hereunder shall at all times be subject to set off 
for debts owed by the Executive to ONB.
	10.2	No Guaranty of Service.  This Agreement is not a contract for 
services.  It does not give the Executive the right to remain an 
Executive of ONB, nor does it interfere with the shareholders' rights to 
replace the Executive.  It also does not require the Executive to remain 
an Executive nor interfere with the Executive's right to terminate 
services at any time.
	10.3	Non-Transferability.  Benefits under this Agreement cannot be 
sold, transferred, assigned, pledged, attached or encumbered in any 
manner.  Neither Executive nor his wife nor any Beneficiary shall have 
the right to sell, assign, transfer or otherwise convey the right to 
receive any payments under this Agreement.
	10.4	Tax Withholding Payment of Benefits.  If applicable, ONB 
shall withhold any taxes that are required to be withheld from the 
benefits provided under this Agreement.  All payments provided for by 
this Agreement shall be made in conformity with the regular payroll 
procedures in use by ONB at the time of payment.  ONB may withhold from 
any payment to be made hereunder such amount as it may be required to 
withhold under any applicable Federal, State or other law and transmit 
such withheld amounts to the applicable taxing authority.
	10.5	Applicable Law.  The Agreement and all rights hereunder shall 
be governed by the laws of California, except to the extent preempted by 
the laws of the United States of America.
	10.6	Unfunded Arrangement.  The Executive and beneficiary are 
general unsecured creditors of ONB for the payment of benefits under this 
Agreement.  The benefits represent the mere promise by ONB to pay such 
benefits.  The rights to benefits are not subject in any manner to 
anticipation, alienation, sale, transfer, assignment, pledge, 
encumbrance, attachment, or garnishment by creditors.  Any insurance on 
the Executive's life is a general asset of ONB to which the Executive and 
beneficiary have no preferred or secured claim.
	10.7	Other Benefits.  This Agreement shall not limit Executive's 
right to participate in or benefit from any pension, profit sharing or 
other supplemental compensation arrangement or retirement plan for which 
Executive is or may become eligible by reason of his employment.  Nor 
shall this Agreement replace any contract of employment between ONB and 
the Executive, but shall be considered a supplement to it.
	10.8	Controlling Agreement Effective Date.  This Agreement amends, 
replaces and supersedes in its entirety that certain agreement dated 
February 16, 1989 which was approved by the Board of Directors of ONB 
pursuant to Board Resolution approved on November 19, 1987.  The 
effective date of this Agreement for all purposes shall be deemed to be 
February 16, 1989.
	IN WITNESS WHEREOF, the Executive and the duly authorized 
representatives of ONB have
	signed this Agreement this 19th day of March 1997 at Orange, 
California
	Executive:		ONB:

	ORANGE NATIONAL BANK


By:                                     By:
Kenneth J. Cosgrove                     Armand Durante
                                        Vice chairman

                                        By:
                                        Robert W. Creighton
                                        Chief Financial Officer and Secretary








1 0

EXHIBIT "A"


	1988	103,340
	1989	103,340
	1990	103,340
	1991	103,340
	1992	103,340
	1993	103,340
	1994	103,340
	1995	105,471
	1996	116,416
	1997	126,934
	1998	137,063
	1999	147,055
	2000	156,461
	2001	165,770
	2002	174,977
	2003	183,667
	2004	192,274
	2005	200,597
	2006	208,649
	2007	216,447
	2008	224,005
	2009	231,522
	2010	238,660
	2011	245,625

EXHIBIT 10.20

CONTRACT OF EMPLOYMENT

	This Agreement is between ORANGE NATIONAL BANK ("Bank" herein), 
ORANGE NATIONAL BANCORP ("Bancorp" herein) (sometimes referred to 
collectively and singularly as "Employee') 1201 East Katella, Orange, 
California 92667, and KENNETH J. COSGROVE (sometimes referred to as 
"Employee") 1201 East Katella, Orange, California 92667.

ARTICLE 1. EMPLOYMENT
Term

	Section 1.01. Employer hereby employs Employee and Employee hereby 
accepts employment with Employer for a period of thirty-six (36) months 
beginning on July 1, 1995 and ending on June 30, 1998.  Unless this 
Contract of Employment is otherwise terminated, the term of this Contract 
shall be automatically extended in annual increments of one (1) year each 
so that the contract term shall be three (3) years, less- that portion of 
each year which transpires before the contract is extended for another 
year.  By way of example, on July 1, 1996, the contract term shall be 
automatically extended to end June 30, 1999, and on July 1, 1997, the 
term shall be extended to end June 30, 2000.

Agreement Subject to Termination

	Section 1.02. This agreement may be terminated earlier as 
hereinafter provided, notwithstanding the provisions of Section 1.01, 
above.

ARTICLE 2. EMPLOYEE'S DUTIES

General Description


	Section 2.01.         (a) Employee is hereby hired and employed by 
Employer as

"President and Chief Executive Officer" of Bank.  Employee's duties shall 
include the total responsibility for the growth, profitability, solvency 
and management of the Bank including the development of strategic 
planning, corporate development, board liaison and communications, sound 
marketing practices implementing and monitoring all policies, procedures, 
and programs adopted by the Employer as to the overall operation and 
success of the Bank, such as securing and writing sound loans of 
sufficient quality and quantity, compliance with all regulatory 
authorities, the overall supervision of the line and operational support 
functions of the Bank, responsibility for securing and maintaining 
quality personnel, with an objective toward the goal of the Bank to 
become a premier performing bank on a long-term basis.  Employee's duties 
shall always remain subject to all the rules and regulations applicable 
to Bank and Bancorp by all levels of government and also subject to those 
policies, rules, and directives established by or under the authority of 
the respective Boards of Directors of Bank and Bancorp.

Other Employment

	Section 2.02. During the term of this contract, employee may not 
engage in any other professional activity or employment.

Mutual Consent for Change of Duties

	Section 2.03. The duties of Employee may be changed from time to 
time by the mutual consent of Employer and Employee without resulting in 
a rescission of this contract.  Notwithstanding any such change, the 
employment of Employee shall be construed as continuing under this 
agreement as modified.

Employer Expenses

Section 2.04.        During the period of his employment, Employee 
is authorized to incur reasonable expense for promoting Employer, 
including expense for travel, reasonable and necessary entertainment, and 
similar expense, which shall be reimbursed or paid by Employer in 
accordance with the general policy and guidelines of the Employer as 
established by the Boards of Directors of Employer.

Performance Evaluation

Section 2.05.	At least annually but not more often that semi-
annually, Employee shall make himself available to the Chairman of the 
Board or to any such personnel committee appointed by the Chairman, for 
the purpose of participating in an evaluation of the Employee's 
performance during the prior year (or, if requested by the Chairman, for 
the prior six months period of employment).  The Employee shall prepare a 
written summary of the highlights of his performance for the reviewing 
year (or six month period) which shall be reviewed by the Chairman and 
discussed between the Employee and the Chairman (or any such personnel 
committee).  The Chairman shall also discuss with the Employee any other 
aspects of the Employee's performance and employment as may be deemed 
appropriate and constructive.  After the interview the Chairman shall 
prepare a written performance evaluation which shall be reviewed by the 
Employee and which shall become part of the Employee's permanent 
personnel file.

Indemnification for Negligence or Misconduct

	Section 2.06. Employee shall indemnify and hold harmless Employer 
from any liability for loss, damage, or injury to persons or property 
resulting from the willful misconduct of Employee.


ARTICLE 3. OBLIGATIONS OF EMPLOYER

Office and Equipment

	Section 3.01. During the term of this contract Employer shall 
furnish to Employee a suitable office, support staff and equipment, and, 
in accordance with the policy and guidelines established by the Boards of 
Directors of Employer, the use of an automobile provided at the expense 
of Employer to the extent the automobile is used for Employer's benefit. 
 Any use of Employer's automobile for Employee's personal use shall be 
deemed additional compensation to Employee.
ARTICLE 4. COMPENSATION OF EMPLOYEE
Base Salary
	Section 4.01. As compensation for services rendered under this 
contract, Employee shall be entitled to an annual fixed base salary 
(hereafter "Base Salary") of ONE HUNDRED FORTY THOUSAND AND NO/100 
DOLLARS ($140,000.00) for Calendar Year 1995-1996, payable in equal semi-
monthly installments during the first year term of this agreement 
commencing July 1, 1995, and ending June 30, 1996.  Thereafter, the Base 
Salary shall be re-negotiated for Calendar Year 1996-1997 and shall be 
for the amount agreed upon by Employer and Employee payable in equal 
semi-monthly installments commencing July 1, 1996, and ending June 30, 
1997.  Likewise, the Base Salary shall be re-negotiated for Calendar Year 
1997-1998 and shall be for the amount agreed upon by the Employer and 
Employee payable in equal semi-monthly installments commencing July 1, 
1997 and ending June 30, 1998.  Similarly, the Base Salary for each 
subsequent Calendar Year that this agreement may be extended pursuant to 
Section 1.01 hereof shall be re-negotiated for the ensuing Calendar Year 
and shall be for the amount agreed upon by Employer and Employee payable 
in equal semi-monthly installments commencing July 1 of each such ensuing 
year and ending on 30th day of June of the following year.

Calendar Year/Fiscal Year Defined

	Section 4.02. For purposes of this agreement the term "Calendar 
Year" shall mean the twelve month period of each year starting on July 1 
and ending on June 30 of the following year.  The term "Fiscal Year" 
shall coincide with the Bank's and Bancorp's fiscal year which shall mean 
the twelve month period commencing on January 1 of each year and ending 
on December 31 of the same year.

Bonuses

	Section 4.03. As additional compensation for services rendered 
under this Contract, Employee shall be entitled to two types of bonuses, 
one called a "Return on Equity Bonus," and the other called a "Pre-tax 
Earnings Bonus".  Each of said bonuses shall be determined on the basis 
of the Bancorp's Fiscal Year and not the Calendar Year, as said terms are 
defined in Section 4.02 hereof.
	(a)	Under the "Return on Equity Bonus," employee shall annually 
receive an amount equal to a percentage of Employee's Base Salary, 
depending upon the Return on Equity of the Bancorp (including all its 
subsidiaries and subsidiary operations) for the Fiscal Year ending within 
each of the Employee's Calendar Year of employment. (For example, the 
Return on Equity Bonus for the Employee's 1995-1996 employment year shall 
be based on the return on equity on the Fiscal Year ending December 31, 
1995.  The Return on Equity Bonus for the Employee's 1996-1997 employment 
year shall be based on the return on equity on the Fiscal Year ending 
December 31, 1996.  The Return on Equity bonus for the Employee's 1997-
1998 employment year shall be based on the return on equity on the Fiscal 
Year ending December 31, 1997.  Similarly, for each year that this 
employment agreement is extended pursuant to Section 1.01 hereof, the 
Return on Equity Bonus for each such year shall be based on the return on 
equity on the Fiscal Year ending on the 3lst day of December of the 
Employee's Calendar Year.  The amount of "Return on Equity Bonus" shall 
be computed in accordance with the following schedule:
	RETURN	PERCENTAGE		BONUS PAID IN EXCESS
	ON EQUITY	OF BASE SALARY	OF BASE SALARY

	10   to 11% 		8%	$ 11,200
	11.1 to 12% 		9%			12,600
	12.1 to 13%		10%			14,000
	13.1 to 14%		11%			15,400
	14.1 to 15%		12%			16,800
	15.1 to 16%		13%			18,200
	16.1 to 17%		14%			19,600
	17.1 to 18%		15%			21,000
	18.1 to 19%		16%			22,400
	19.1 to 20%		18%			25,200
	20.1% plus 		20%			28,000

[for example, if the return on equity for the Bancorp is 13.1 % then the 
bonus due employee is $15,400 based on an eleven percent (11 %) 
percentage of base salary ($140,000 x 11 % = $15,400)].  The Bonus shall 
not be deemed to be earned until the Return on Equity is at least ten 
percent (10%), i.e. no Bonus shall be paid to Employee for a Return of 
Equity less than 10.0%. The Bonus as computed shall be paid to Employee 
no later than January 31 during the calendar year to which the bonus 
applies.  The amount of bonus paid in January shall be subsequently 
adjusted to the extent that the audited financial statements of Bancorp 
(as certified by Bancorp's accountants) reflect a Return on Equity 
different than the amount determined on January 31 by the Bancorp's 
internal accounting staff.  Upon receipt of the audited financial 
statements from Employer's accountants, Employer shall promptly pay 
Employee, or Employee shall promptly pay Employer, whichever the case may 
be, any overpayment or underpayment of "Return on Equity Bonus" based 
upon any difference in the Return on Equity between the January 31 
financial statements and the certified financial statements of Employer.

	 (b)	Under the "Pre-tax Earnings Bonus" Employee shall annually 
receive an amount determined by the Board of Directors based upon the 
Bancorp's pre-tax earnings for the Fiscal Year ending December 31 of the 
Employee's Calendar Year of employment.  Pre-tax Earnings as defined 
herein shall be deemed to mean the net operating income of the Bancorp 
(including its subsidiaries and subsidiary operations) less any net 
operating expenses, including allowances for loan loss reserve in the 
Bank, plus accruals for the Employee's Bonuses whether paid through the 
Bank or Bancorp, plus or minus any gain or loss from the sale of 
securities of the Bank or Bancorp and before any adjustments for taxes or 
tax accruals.  The Pre-tax Earnings Bonus shall be computed by 
multiplying one percent (1%) times the Pre-tax Earnings as defined 
herein.  However, the Pre-tax Earnings Bonus shall not be deemed to be 
earned unless the Pre-tax Earnings are in excess of FIVE HUNDRED THOUSAND 
DOLLARS ($500,000.00) for example:

	PRE-TAX EARNINGS	1% BONUS
	$499,000 (and below)	  -0-
	$500,000		            5,000
	$501,000		            5,010
	$502,000	            	5,020
	etc. up to
	$4,000,000         		40,000

The amount of the Pre-tax Earnings Bonus shall be determined and paid to 
Employee no later than January 31 following the Fiscal Year to which the 
bonus applies.  The amount of bonus paid in January shall be subsequently 
adjusted to the extent that the audited financial statements of Bancorp 
(as certified by the Bancorp's accountants) reflect Pre-tax Earnings 
different than the amount determined on January 31 by the Bancorp's 
internal accounting staff.  Upon receipt of the audited financial 
statements from Employer's accountants, Employer shall promptly pay 
Employee, or Employee shall promptly pay Employer, whichever the case may 
be, any overpayment or underpayment of the "Pre-tax Earnings Bonus" based 
upon any difference in the Pre-tax Earnings of the Bancorp between the 
January 31 financial statements and the certified financial statements of 
Employer.

ALLOCATION OF PAYMENT

	Section 4.03. The amounts due Employee for the Base Salary, Return 
on Equity Bonus and Pre-tax Earnings Bonus may be allocated by Employer 
between the Bank and Bancorp as determined in the sole discretion of the 
Boards of Directors respectively of the Bank and Bancorp.

Deferred Compensation

	Section 4.04. The payment date of any compensation under this 
Agreement may be deferred pursuant to any mutually agreeable deferred 
compensation agreement entered into between Employer and Employee; 
provided, however, the deferred compensation agreement must be entered 
into prior to Employee earning the compensation which payment is being 
deferred.

Disability

	Section 4.05. Should Employee become unable to effectively perform 
his duties hereunder because of any physical or mental condition, he 
shall be entitled to one hundred percent (100%) of his then base salary, 
exclusive of any Bonus, for a period of ninety (90) days after Employee 
becomes unable to perform his duties.  Commencing on the 91st day of 
continuous disability, Employee shall be entitled to one hundred percent 
(100%) of his base salary, less any disability benefits received under 
any Employer sponsored income continuation/disability plan(s), for a 
period not to exceed seven hundred thirty (730) days but in no event 
beyond the term of this agreement.  During this aforementioned time 
period, Employee shall continue to enjoy all benefits and rights of an 
employee, including but not limited to participation in group medical and 
life insurance programs, but shall only be entitled to any Bonus which 
accrued and was earned prior to the date Employee commenced his 
disability leave.  After the expiration of such time period, and prior to 
the expiration term of this agreement, Employer shall only pay Employee 
the amount of payments (if any) which Employer receives as a result of 
Employee's disability.

EFFECT OF SALE, ACQUISITION OR MERGER

	Section 4.06. In the event of a sale, acquisition or merger of the 
Bank or the Bancorp within the term of this agreement, and the 
purchasing, acquiring or merging entity ("New Entity" herein) elects to 
not employ Employee under the terms of an employment agreement acceptable 
to both Employee and New Entity, or the New Entity for any reason 
refusing to honor the remaining terms of this agreement, Employee shall 
have the right to continue to receive his Base Salary (but not the Return 
on Equity Bonus or the Pre-tax Earnings Bonus) plus the Employee Benefits 
described in Article 5 herein for a period of two (2) years from the date 
of such sale, acquisition or merger of such New Entity.

ARTICLE 5. EMPLOYEE BENEFITS
General

	Section 5.01. Employee shall be entitled to receive those other 
employee benefits made available by Employer to all its employees, plus 
vacation each calendar year pursuant to Section 5.02; utilization of an 
automobile supplied by Employer, in accordance with the policy and 
guidelines established by the Boards of Directors of Employer, with all 
operating costs paid by Employer; Life Insurance paid by Employer; Health 
Insurance paid by Employer; Disability Insurance paid by Employer; the 
option to participate in Employer's deferred compensation plan; and the 
option to participate in the Stock Option Plan of Employer already in 
effect.


Vacation

	Section 5.02. Subject to all governmental Rules and Regulations 
applicable to Employer, Employee shall be entitled to an annual vacation 
of four (4) weeks, without reduction in salary, to be taken at times 
which will not substantially interfere with the business and general 
well-being of Employer.  Employee must take at least two consecutive 
weeks of vacation during each calendar year of Employment, unless the 
parties mutually agree to waive this condition due to the business needs 
of Employer.  Unused vacation shall not be accrued from any calendar year 
to any subsequent calendar year; provide however, Employee may utilize 
unused vacation in the first calendar quarter following the calendar year 
in which the vacation accrued.

Use and Disclosure of Confidential Data

	Section 5.03. Employee shall not use any confidential information 
or circulate it to any other person or persons, except when specifically 
authorized and then only to the extent necessary to further Employer's 
best interests.

Competitive Activities During Employment

	Section 5.04. During the term of this Agreement, Employee shall 
not, directly or indirectly, either as an employee, employer, consultant, 
agent, principal, partner, stockholder, director, or in any other 
capacity, engage or participate in any competitive activity relating to 
the subject matter of his employment with Employer.

Stock Ownership

	Section 5.05.	Employee shall own and/or control at all times 
during the term

of this Contract a minimum of 5,000 shares of common stock in Bancorp.  
In the event the

number of issued shares of Bancorp is changed after the Fiscal Year 1995 
as a result of a stock split, stock dividend, reorganization, or for any 
other reason, the number of shares under this paragraph shall 
automatically be changed accordingly.  This Section 5.05 shall be deemed 
deleted from this contract effective on the date of any merger, transfer 
of assets, or dissolution within the provisions of Section 6.04 hereof.

ARTICLE 6. TERMINATION OF EMPLOYMENT
Termination by Employer

	Section 6.01. Notwithstanding any other provision of this Contract, 
Employer may terminate this Contract by vote of the majority of the total 
number of the Boards of Directors of Employer at a meeting of the Boards 
of Directors in which a quorum is present, provided Employee is involved 
in gross malfeasance in the performance of his duties, or adjudged guilty 
of illegal activities by a court of competent jurisdiction.  Upon such 
termination under this Section 6.01, Employee shall have no further right 
under this Contract except to receive payment for benefits earned or 
accrued to the date of termination of Employee.

TERMINATION BY EMPLOYEE

	Section 6.02. Employee may elect to terminate this agreement for 
any reason by providing thirty (30) days prior written notice to 
Employer.  Upon receipt of Employee's written or oral notice of 
termination, Employee shall have no further right under this agreement 
except to receive payment for benefits earned or accrued to the date of 
termination by Employee.

ARTICLE 7. GENERAL PROVISIONS
Notices
	Section 7.01. Any notices to be given by either party to the other 
shall be in writing and may be effected either by personal delivery or by 
mail, registered or certified, postage prepaid with return receipt 
requested.  Mailed notices shall be addressed to the parties at the 
addresses appearing in the introductory paragraph of this agreement, but 
each party may change address by written notice in accordance with this 
section.  Notices delivered personally shall be deeded communicated as of 
the date of actual receipt; mailed notices shall be deeded communicated 
as of the date on which they are mailed.

Entire Agreement

	Section 7.02.	(a) This agreement supersedes any and all other 
agreements,

either oral or in writing, between the parties with respect to the 
employment of Employee

by Employer, and contains all of the covenants and agreements between the 
parties with
respect to that employment in any manner whatsoever.
	(b)	Each party to this agreement acknowledges that no 
representations, inducements, promises, or agreements, orally or 
otherwise, other than those set forth herein, have been made by any 
party, or anyone acting on behalf of any party, and that no other 
agreement, statement, or promise not contained in this agreement shall be 
valid or binding.
	(c)	Any modification of this agreement will be effective only if 
it is in writing signed by the party to be charged.

Transferability
Section 7.03.         The rights and benefits of Employer under 
this Contract shall be transferable, and all rights, benefits, covenants, 
and agreements hereunder shall inure to the benefit of Employee and the 
successors, transferees, or assigns of Employer, and shall be enforceable 
by or against Employee and by or against successors, transferees, or 
assigns of Employer, as the case may be.

Attorneys' Fees and Costs

	Section 7.04.	If any action at law or in equity is necessary 
to enforce or

interpret the terms of this agreement, the prevailing party shall be 
entitled to reasonable attorneys' fees, costs, and necessary 
disbursements in addition to any other relief to which he may be 
entitled.  This provision shall be construed as applicable to the entire 
contract.  This Section 7.04 shall be considered deleted upon the 
effective date of any Employer's merger, transfer of assets, or 
dissolution within the confines of Section 4.06.

Partial Invalidity

	Section 7.05. If any provision in this agreement is held by a court 
of competent jurisdiction to be invalid, void, or unenforceable, the 
remaining provisions shall nevertheless continue in full force without 
being impaired or invalidated in any way.

Law Governing Agreement

	Section 7.06. This agreement shall be governed by and construed in 
accordance with the laws of the State of California.

Payment of Moneys Due Deceased Employee

	Section 7.07.	If Employee dies prior to the expiration of the 
term of

employment, any moneys	that may be due from Employer under this 
agreement as of the
date of Employee's death shall be paid to Employee's executors, 
administrators, heirs, personal representatives, successors, and 
assigns.

Amendment

	Section 7.08. This contract may be changed or amended only in 
writing subscribed by the parties hereto.

	Executed on July 19, 1995 at Orange California.



	EMPLOYEE:				EMPLOYER:
		ORANGE NATIONAL BANK

	By:              					By:
	Kenneth J. Cosgrove			Armand Durante
	                     	Vice-Chairman


                       By:
                      	Robert Creighton
                      	Secretary


	ORANGE NATIONAL BANCORP

                       By: 
 	                     Armand Durante
                      	Vice-Chairman



EXHIBIT 10.21

CONTRACT OF EMPLOYMENT

	This Agreement is between ORANGE NATIONAL BANK ("Bank" herein), 
ORANGE NATIONAL BANCORP ("Bancorp" herein) (sometimes referred to 
collectively and singularly as "Employee') 1201 East Katella, Orange, 
California 92667, and ROBERT W. CREIGHTON (sometimes referred to as 
"Employee") 1201 East Katella, Orange, California 92667.

ARTICLE 1. EMPLOYMENT

Term

	Section l.0l. Employer hereby employs Employee and Employee hereby 
accepts employment with Employer for a period of twelve (12) months 
beginning on April 1, 1996 (the "Commencement Date") and ending on March 
31, 1997 (the "Expiration Date").  The period from the Commencement Date 
to and including the Expiration Date is referred to herein as the 
"Contract Employment Year'.  Thereafter, unless this Contract of 
Employment is renewed in writing, the Contract shall automatically 
terminate and be of no further force and effect.  Any continuation of 
employment by the Employee after the Expiration Date that is not pursuant 
to a written agreement shall be deemed to be an "At Will" employment 
between Employer and Employee.

Agreement Subject to Termination

	Section 1.02. This agreement may be terminated earlier as 
hereinafter provided, notwithstanding the provisions of Section 1.01, 
above.

ARTICLE 2. EMPLOYEE'S DUTIES

General Description

	Section 2.01.         Employee is hereby hired and employed by 
Employer as "Executive Vice-President and Chief Financial Officer" of 
Bank and "Executive Vice-President and Chief Financial Officer" of 
Bancorp.  Employee's duties shall include, as to the Bank, implementing 
and monitoring all policies, procedures, and programs adopted by the 
Board of Directors of the Bank as to the overall operation and success 
of the Financial Administration of the Bank, such as budgeting and 
forecasting functions, supervision and maintenance of investment policy 
and investment portfolio, supervision of accounting, purchasing and 
maintenance of Employees facilities; and as to the Bancorp, implementing 
and monitoring all policies, procedures and programs adopted by the 
Board of Directors of Bancorp as to the overall financial operations and 
success of the Bancorp and its subsidiaries and for performing such 
other duties as may be assigned to Employee by the Board of Directors of 
Bancorp.  Employee's duties shall always remain subject to all the rules 
and regulations applicable to Bank and Bancorp by all levels of 
government and also subject to those policies, rules, and directives 
established by or under the authority of the respective Boards of 
Directors of Bank and Bancorp.

Other Employment

	Section 2.02. During the term of this contract, employee may not 
engage in any other professional activity or employment.

	Mutual Consent for Change of Duties

Section 2.0.  The duties of Employee may be changed from time to time by 
the mutual consent of Employer and Employee without resulting in a 
rescission of this contract.  Notwithstanding any such change, the 
employment of Employee shall be construed as continuing under this 
agreement as modified.

	Employer Expenses

	Section 2.04. During the period of his employment, Employee is 
authorized to incur reasonable expenses for promoting Employer, including 
expenses for travel, reasonable and necessary entertainment, and similar 
expenses, which shall be reimbursed or paid by Employer in accordance 
with the general policy and guidelines of the Employer as established by 
the Boards of Directors of Employer.


Indemnification for Negligence or Misconduct

any liability for loss, damage, or injury to persons or property 
resulting from the willful misconduct of Employee.

ARTICLE 3. OBLIGATIONS OF EMPLOYER

	Office and Equipment

	Section 3.0l. During the term of this contract Employer shall 
furnish to Employee a suitable office, support staff and equipment, and, 
in accordance with the policy and guidelines established by the Boards of 
Directors of Employer, the use of an automobile provided at the expense 
of Employer to the extent the automobile is used for Employees benefit.  
Any use of Employees automobile for Employee's personal use shall be 
deemed additional compensation to Employee.

ARTICLE 4. COMPENSATION OF EMPLOYEE

	Base Salary

	Section 4.01. As compensation for services rendered under this 
contract, Employee shall be entitled to an annual fixed base salary 
(hereafter "Base Salary") of ONE HUNDRED SEVENTEEN THOUSAND AND NO/100 
DOLLARS ($117,000.00), payable in equal semi-monthly installments during 
the term of this agreement commencing on the Commencement Date and 
terminating on the Expiration Date.

	Bonuses

	Section 4.02. As additional compensation for services rendered 
under this Contract, Employee shall be entitled to two types of bonuses, 
one called a "Return on Equity Bonus," and the other called a "Pre-tax 
Earnings Bonus".
	(a)     Under the "Return on Equity Bonus" employee shall annually 
receive

Section 2.05.         Employee shall indemnify and hold harmless Employer 
from

	an amount equal to a percentage of Employee's Base Salary, 
depending upon the Return on Equity of the Bancorp (including all its 
subsidiaries and subsidiary operations) for the Bancorp's calendar year 
ending on December 31 of the Contract Employment Year.  The amount of the 
"Return of Equity Bonus" shall be computed in accordance with the 
following schedule:

	RETURN	PERCENTAGE		BONUS PAID IN EXCESS
	ON EQUITY	OF BASE SALARY	OF BASE SALARY

	10   to 11% 		8%		$ 9,360
	11.1 to 12%	 	9%			10,530
	12.1 to 13%		10%			11,700
	13.1 to 14%		11%			12,870
	14.1 to 15%		12%			14,040
	15.1 to 16%		13%			15,210
	16.1 to 17%		14%			16,380
	17.1 to 18%		15%			17,550
	18.1 to 19%		16%			18,720
	19.1 to 20%		18%			21,060
	20.1 % plus		20%			23,400

	[for example, if the return on equity for the Bancorp is 13.1 % 
then the bonus due employee is $12,870.00 based on an eleven percent (11%)
of base salary ($117,000 x 11 % = $12,870)].  The Bonus shall not be 
deemed to be earned until the Return on Equity is at least ten percent (10%),
i.e. no Bonus shall be paid to Employee for a Return of Equity less 
than 10.0%. The Bonus as computed shall be paid to Employee no later 
than January 31 following the calendar year to which the bonus applies.  
The amount of bonus paid in January shall be subsequently adjusted to the 
extent that the audited financial statements of Bancorp (as certified by 
Bancorp's accountants) reflect a Return on Equity different than the 
amount determined on January 31 by the Bancorp's internal accounting 
staff.  Upon receipt of the audited financial statements from Employer's 
accountants, Employer shall promptly pay Employee, or Employee shall 
promptly pay Employer, whichever the case may be, any overpayment or 
underpayment of "Return on Equity Bonus" based upon any difference in the 
Return on Equity between the January 31 financial statements and the 
certified financial statements of Employer.
	(b)	Under the "Pre-tax Earnings Bonus" Employee shall annually 
receive an amount determined by the Board of Directors based upon the 
Bancorp's pre-tax earnings for the calendar year ending December 31 of 
the Contract Employment Year.  Pre-tax Earnings as defined herein shall 
be deemed to mean the net operating income of the Bancorp (including its 
subsidiaries and subsidiary operations) less any net operating expenses, 
including allowances for loan loss reserve in the Bank, plus accruals for 
the Employee's Bonuses whether paid through the Bank or Bancorp, plus or 
minus any gain or loss from the sale of securities of the Bank or Bancorp 
and before any adjustments for taxes or tax accruals.  The Pre-tax 
Earnings Bonus shall be computed by multiplying one-half of one percent 
(0.5%) times the Pre-tax Earnings as defined herein.  However, the Pre-
tax Earnings Bonus shall not be deemed to be earned unless the Pre-tax 
Earnings are in excess of SEVEN HUNDRED FIFTY THOUSAND DOLLARS 
($750,000.00), for example:

	PRE-TAX EARNINGS	0.5% BONUS
	$749,000 (and below)	$ -o-
	$750,000            		3,750
	$751,000	            	3,750
	$752,000		            3,760
	etc. up to
	$4,000,000         		20,000

The amount of the Pre-tax Earnings Bonus shall be determined and paid to 
Employee no later than January 31 following the calendar year to which 
the bonus applies.  The amount of bonus paid in January shall be 
subsequently adjusted to the extent that the audited financial 
statements of Bancorp (as certified by the Bancorp's accountants) 
reflect Pre-tax Earnings different than the amount determined on January 
31 by the Bancorp's internal accounting staff.  Upon receipt of the 
audited financial statements from Employer's accountants, Employer shall 
promptly pay Employee, or Employee shall promptly pay Employer, 
whichever the case may be, any overpayment or underpayment of the "Pre-
tax Earnings Bonus" based upon any difference in the Pre-tax Earnings of 
the Bancorp between the January 31 financial statements and the 
certified financial statements of Employer.

ALLOCATION OF PAYMENT

Section 4.03. The amounts due Employee for the Base Salary, Return 
on Equity Bonus and Pre-tax Earnings Bonus may be allocated by Employer 
between the Bank and Bancorp as determined in the sole discretion of the 
Boards of Directors respectively of the Bank and Bancorp.

	Deferred Compensation

	Section 4.04. The payment date of any compensation under this 
Agreement may be deferred pursuant to any mutually agreeable deferred 
compensation agreement entered into between Employer and Employee; 
provided, however, the deferred compensation agreement must be entered 
into prior to Employee earning the compensation for which payment is 
being deferred.

Disability

	Section 4.05.  Should Employee become unable to effectively perform 
his duties hereunder because of any physical or mental condition, he 
shall be entitled to one hundred percent (100%) of his then base salary, 
exclusive of any Bonus, for a period of ninety (90) days after Employee 
becomes unable to perform his duties.  Commencing on the 91st day of 
continuous disability, Employee shall be entitled to one hundred percent 
(100%) of his base salary, less any disability benefits received under 
the Employee's existing Salary Continuation Agreement between Employee 
and Bank, or any other Employer-sponsored income continuation and/or 
disability plan(s), for a period not to exceed two hundred seventy-five 
(275) days but in no event beyond the term of this agreement.  During 
this aforementioned time period, Employee shall continue to enjoy all 
benefits and rights of an employee, including but not limited to 
participation in group medical and life insurance programs, but shall 
only be entitled to any Bonus which accrued and was earned prior to the 
date Employee commenced his disability leave.  After such 275 day period, 
and prior to the expiration term of this agreement, Employer shall only 
pay Employee the amount of payments (if any) which is due Employee as a 
result of Employee's disability under his existing Salary Continuation 
Agreement and any other Employer-sponsored income continuation and/or 
disability plan(s).

EFFECT OF SALE, ACQUISITION OR MERGER

	Section 4.06. In the event of a sale, acquisition or merger of the 
Bancorp within the term of this agreement, and the purchasing, acquiring 
or merging entity ("New Entity" herein) elects to not employ Employee 
under the terms of an employment agreement acceptable to both Employee 
and New Entity, or the New Entity for any reason refusing to honor the 
remaining terms of this agreement, Employee shall have the right to 
continue to receive his Base Salary (but not the Return on Equity Bonus 
or the Pre-tax Earnings Bonus) plus the Employee Benefits described in 
Article 5 herein for the remaining period of this agreement less any 
payments received from the Salary Continuation Agreement between Employee 
and Bank.  In the event of any conflict between the terms and provisions 
of this agreement and the terms and provisions of the Salary Continuation 
Agreement, the terms and provision of the Salary Continuation Agreement 
shall prevail and control.


ARTICLE 5. EMPLOYEE BENEFITS

General
	Section 5.01. Employee shall be entitled to receive those other 
employee benefits made available by Employer to all its employees, plus 
vacation each calendar year pursuant to Section 5.02; utilization of an 
automobile supplied by Employer, in accordance with the policy and 
guidelines established by the Boards of Directors of Employer, with all 
operating costs paid by Employer; Life Insurance paid by Employer; Health 
Insurance paid by Employer; Disability Insurance paid by Employer; the 
option to participate in Employees deferred compensation plan; and the 
option to participate in the Stock Option Plan of Employer already in 
effect.

Vacation

	Section 5.02. Subject to all governmental Rules and Regulations 
applicable to Employer, Employee shall be entitled to an annual vacation 
of four (4) weeks, without reduction in salary, to be taken at times 
which will not substantially interfere with the business and general 
well-being of Employer.  In the event this agreement is renewed, unused 
vacation shall not be accrued from any calendar year to any subsequent 
calendar year.

Use and Disclosure of Confidential Data

	Section 5.0. Employee shall not use any confidential information or 
circulate it to any other person or persons, except when specifically 
authorized and then only to the extent necessary to further Employees 
best interests.

Competitive Activities During Employment

	Section 5.04. During the term of this Agreement, Employee shall 
not, directly or indirectly, either as an employee, employer, consultant, 
agent, principal, partner, stockholder, director, or in any other 
capacity, engage or participate in any competitive activity relating to 
the subject matter of his employment with Employer.


	Stock Ownership

Section 5.05.  Employee shall own and/or control at all times 
during the term of this Contract a minimum of 5,000 shares of common 
stock in Bancorp.  In the event the number of issued shares of Bancorp 
is changed after the calendar year 1996 as a result of a stock split, 
stock dividend, reorganization, or for any other reason, the number of 
shares under this paragraph shall automatically be changed accordingly. 
 This Section 5.05 shall be deemed deleted from this contract effective 
on the date of any merger, transfer of assets, or dissolution within the 
provisions of Section 6.04 hereof.

ARTICLE 6. TERMINATION OF EMPLOYMENT

	Termination by Employer

	Section 6.0l Notwithstanding any other provision of this Contract, 
Employer may terminate this Contract by vote of the majority of the total 
number of the Boards of Directors of Employer at a meeting of the Boards 
of Directors in which a quorum is present, provided Employee is involved 
in gross malfeasance in the performance of his duties, or adjudged guilty 
of illegal activities by a court of competent jurisdiction.  Upon such 
termination under this Section 6.01, Employee shall have no further right 
under this Contract except to receive payment for benefits earned or 
accrued to the date of termination of Employee.

		TERMINATION BY EMPLOYEE

	Section 6.02.  Employee may elect to terminate this agreement for 
any reason by providing thirty (30) days prior written notice to 
Employer.  Upon receipt of Employee's written or oral notice of 
termination, Employee shall have no further right under this agreement 
except to receive payment for benefits earned or accrued to the date of 
termination by Employee.

ARTICLE 7. GENERAL PROVISIONS

Notices

	Section 7.01. Any notices to be given by either party to the other 
shall be in writing and may be effected either by personal delivery or by 
mail, registered or certified, postage prepaid with return receipt 
requested.  Mailed notices shall be addressed to the parties at the 
addresses appearing in the introductory paragraph of this agreement, but 
each party may change address by written notice in accordance with this 
section.  Notices delivered personally shall be deeded communicated as of 
the date of actual receipt; mailed notices shall be deeded communicated 
as of the date on which they are mailed.

Entire Agreement

	Section 7.02.

	(a)	This agreement supersedes any and all other employment 
agreements, either oral or in writing, between the parties with respect 
to the employment of Employee by Employer, and contains all of the 
covenants and agreements between the parties with respect to that 
employment in any manner whatsoever.
	(b)	Each party to this agreement acknowledges that no 
representations, inducements, promises, or agreements, orally or 
otherwise, other than those set forth herein, have been made by any 
party, or anyone acting on behalf of any party, and that no other 
agreement, statement, or promise not contained in this agreement shall be 
valid or binding.
	(c)	Any modification of this agreement will be effective only if 
it is in writing signed by the party to be charged.
	The provisions of this Section 7.02 shall not be deemed to refer to 
or have any effect upon the Salary Continuation Agreement or the 
Directors Deferred Fee Agreement, or any other non-employment agreement, 
it being the intent of this Section 7.02 to apply solely to the 
employment relationship between Employee and Employer.

	Transferability

	Section 7,03.  The rights and benefits of Employer under this 
Contract shall be transferable, and all rights, benefits, covenants, and 
agreements hereunder shall inure to the benefit of Employee and the 
successors, transferees, or assigns of Employer, and shall be enforceable 
by or against Employee and by or against successors, transferees, or 
assigns of Employer, as the case may be.

		Attorneys' Fees and Costs

	Section 7.04.	If any action at law or in equity is necessary 
to enforce or interpret the terms of this agreement, the prevailing party 
shall be entitled to reasonable attorneys' fees, costs, and necessary 
disbursements in addition to any other relief to which he may be 
entitled.  This provision shall be construed as applicable to the entire 
contract.  This Section 7.04 shall be considered deleted upon the 
effective date of any Employers merger, transfer of assets, or 
dissolution within the confines of Section 4.06.

Partial Invalidity

	Section 7.05. If any provision in this agreement is held by a court 
of competent jurisdiction to be invalid, void, or unenforceable, the 
remaining provisions shall nevertheless continue in full force without 
being impaired or invalidated in any way.

Law Governing Agreement

	Section 7.06. This agreement shall be governed by and construed in 
accordance with the laws of the State of California.

Payment of Moneys Due Deceased Employee

	Section 7.07. If Employee dies prior to the expiration of the term 
of employment, any moneys that may be due from Employer under this 
agreement as of the date of Employee's death shall be paid to Employee's 
executors, administrators, heirs, personal representatives, successors, 
and assigns.
Amendment

	Section 7.08. This contract may be changed or amended only in 
writing subscribed by the parties hereto.

	Executed on February 21, 1996, at Orange California.

	EMPLOYEE:				EMPLOYER:
	ORANGE NATIONAL BANK

	By:				              	By:
	Robert W. Creighton			Armand Durante
                     		Vice-Chairman

                     		By:
                     		Kenneth J. Cosgrove
                     		President


ORANGE NATIONAL BANCORP


                       By:
                       Armand Durante
                       Vice-Chairman

                       By:
                       Kenneth J. Cosgrove
                      	President


EXHIBIT 10.22

CONTRACT OF EMPLOYMENT

	This Agreement is between ORANGE NATIONAL BANK ("Bank" herein), 
ORANGE NATIONAL BANCORP ("Bancorp" herein) (sometimes referred to 
collectively and singularly as "Employee') 1201 East Katella, Orange, 
California 92667, and FRANK A. DELGIORGIO (sometimes referred to as 
"Employee") 1201 East Katella, Orange, California 92667.

ARTICLE 1. EMPLOYMENT

Term

	Section l.0l. Employer hereby employs Employee and Employee hereby 
accepts employment with Employer for a period of twelve (12) months 
beginning on April 1, 1996 (the "Commencement Date") and ending on March 
31, 1997 (the "Expiration Date").  The period from the Commencement Date 
to and including the Expiration Date is referred to herein as the 
"Contract Employment Year'.  Thereafter, unless this Contract of 
Employment is renewed in writing, the Contract shall automatically 
terminate and be of no further force and effect.  Any continuation of 
employment by the Employee after the Expiration Date that is not pursuant 
to a written agreement shall be deemed to be an "At Will" employment 
between Employer and Employee.

Agreement Subject to Termination

	Section 1.02. This agreement may be terminated earlier as 
hereinafter provided, notwithstanding the provisions of Section 1.01, 
above.

ARTICLE 2. EMPLOYEE'S DUTIES

General Description

	Section 2.01.         Employee is hereby hired and employed by 
Employer as "Senior Vice-President and Loan Administrator" of Bank.  
Employee's duties shall include, responsibility for overall 
administration of the credit and lending functions of the Bank, such as 
recommending and enforcing loan policies, approving and reviewing loans, 
establishing rates and pricing for the loan function, supervising 
collection activities, ensuring proper collateral and documentation, and 
supervising the compliance function for the Bank and for performing such 
other duties as may be assigned to Employee by the Board of Directors of 
Bank.  Employee's duties shall always remain subject to all the rules 
and regulations applicable to Bank and Bancorp by all levels of 
government and also subject to those policies, rules, and directives 
established by or under the authority of the respective Boards of 
Directors of Bank and Bancorp.

Other Employment

	Section 2.02. During the term of this contract, employee may not 
engage in any other professional activity or employment.

	Mutual Consent for Change of Duties

Section 2.0.  The duties of Employee may be changed from time to time by 
the mutual consent of Employer and Employee without resulting in a 
rescission of this contract.  Notwithstanding any such change, the 
employment of Employee shall be construed as continuing under this 
agreement as modified.

	Employer Expenses

	Section 2.04. During the period of his employment, Employee is 
authorized to incur reasonable expenses for promoting Employer, including 
expenses for travel, reasonable and necessary entertainment, and similar 
expenses, which shall be reimbursed or paid by Employer in accordance 
with the general policy and guidelines of the Employer as established by 
the Boards of Directors of Employer.


Indemnification for Negligence or Misconduct

any liability for loss, damage, or injury to persons or property 
resulting from the willful misconduct of Employee.

ARTICLE 3. OBLIGATIONS OF EMPLOYER

	Office and Equipment

	Section 3.0l. During the term of this contract Employer shall 
furnish to Employee a suitable office, support staff and equipment, and, 
in accordance with the policy and guidelines established by the Boards of 
Directors of Employer, the use of an automobile provided at the expense 
of Employer to the extent the automobile is used for Employees benefit.  
Any use of Employees automobile for Employee's personal use shall be 
deemed additional compensation to Employee.

ARTICLE 4. COMPENSATION OF EMPLOYEE

	Base Salary

	Section 4.01. As compensation for services rendered under this 
contract, Employee shall be entitled to an annual fixed base salary 
(hereafter "Base Salary") of NINETY-TWO THOUSAND ONE HUNDRED AND NO/100 
DOLLARS ($92,100.00), payable in equal semi-monthly installments during 
the term of this agreement commencing on the Commencement Date and 
terminating on the Expiration Date.

	Bonuses

	Section 4.02. As additional compensation for services rendered 
under this Contract, Employee shall be entitled to two types of bonuses, 
one called a "Return on Equity Bonus," and the other called a "Pre-tax 
Earnings Bonus".
	(a)     Under the "Return on Equity Bonus" employee shall annually 
receive

Section 2.05.         Employee shall indemnify and hold harmless Employer 
from

	an amount equal to a percentage of Employee's Base Salary, 
depending upon the Return on Equity of the Bancorp (including all its 
subsidiaries and subsidiary operations) for the Bancorp's calendar year 
ending on December 31 of the Contract Employment Year.  The amount of the 
"Return of Equity Bonus" shall be computed in accordance with the 
following schedule:

	RETURN	PERCENTAGE		BONUS PAID IN EXCESS
	ON EQUITY	OF BASE SALARY	OF BASE SALARY

	10   to 11%	 	8%		$ 7,368
	11.1 to 12%		 9%		  8,289
	12.1 to 13%		10%			 9,210
	13.1 to 14%		11%			10,131
	14.1 to 15%		12%			11,052
	15.1 to 16%		13%			11,973
	16.1 to 17%		14%			12,894
	17.1 to 18%		15%			13,815
	18.1 to 19%		16%			14,736
	19.1 to 20%		18%			16,578
	20.1 % plus		20%			18,420

	[for example, if the return on equity for the Bancorp is 13.1 % 
then the bonus due employee is $10,131.00 based on an eleven percent (11 
%) of base salary ($92,100 x 11 % = $10,131)].  The Bonus shall not be 
deemed to be earned until the Return on Equity is at least ten percent 
(10%), i.e. no Bonus shall be paid to Employee for a Return of Equity 
less than 1 0.0%. The Bonus as computed shall be paid to Employee no 
later than January 31 following the calendar year to which the bonus 
applies.  The amount of bonus paid in January shall be subsequently 
adjusted to the extent that the audited financial statements of Bancorp 
(as certified by Bancorp's accountants) reflect a Return on Equity 
different than the amount determined on January 31 by the Bancorp's 
internal accounting staff.  Upon receipt of the audited financial 
statements from Employer's accountants, Employer shall promptly pay 
Employee, or Employee shall promptly pay Employer, whichever the case may 
be, any overpayment or underpayment of "Return on Equity Bonus" based 
upon any difference in the Return on Equity between the January 31 
financial statements and the certified financial statements of Employer.
	(b)	Under the "Pre-tax Earnings Bonus" Employee shall annually 
receive an amount determined by the Board of Directors based upon the 
Bancorp's pre-tax earnings for the calendar year ending December 31 of 
the Contract Employment Year.  Pre-tax Earnings as defined herein shall 
be deemed to mean the net operating income of the Bancorp (including its 
subsidiaries and subsidiary operations) less any net operating expenses, 
including allowances for loan loss reserve in the Bank, plus accruals for 
the Employee's Bonuses whether paid through the Bank or Bancorp, plus or 
minus any gain or loss from the sale of securities of the Bank or Bancorp 
and before any adjustments for taxes or tax accruals.  The Pre-tax 
Earnings Bonus shall be computed by multiplying 0.35% times the Pre-tax 
Earnings as defined herein.  However, the Pre-tax Earnings Bonus shall 
not be deemed to be earned unless the Pre-tax Earnings are in excess of 
SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000.00), for example:

	PRE-TAX EARNINGS	0.35% BONUS
	$749,000 (and below)	$ -0-
	$750,000            		2,625.00
	$751,000		            2,628.50
	$752,000		            2,632.00
	etc. up to
	$4,000,000         		14,000.00

The amount of the Pre-tax Earnings Bonus shall be determined and paid to 
Employee no later than January 31 following the calendar year to which 
the bonus applies.  The amount of bonus paid in January shall be 
subsequently adjusted to the extent that the audited financial 
statements of Bancorp (as certified by the Bancorp's accountants) 
reflect Pre-tax Earnings different than the amount determined on January 
31 by the Bancorp's internal accounting staff.  Upon receipt of the 
audited financial statements from Employer's accountants, Employer shall 
promptly pay Employee, or Employee shall promptly pay Employer, 
whichever the case may be, any overpayment or underpayment of the "Pre-
tax Earnings Bonus" based upon any difference in the Pre-tax Earnings of 
the Bancorp between the January 31 financial statements and the 
certified financial statements of Employer.

ALLOCATION OF PAYMENT
Section 4.03. The amounts due Employee for the Base Salary, Return 
on Equity Bonus and Pre-tax Earnings Bonus may be allocated by Employer 
between the Bank and Bancorp as determined in the sole discretion of the 
Boards of Directors respectively of the Bank and Bancorp.

	Deferred Compensation

	Section 4.04. The payment date of any compensation under this 
Agreement may be deferred pursuant to any mutually agreeable deferred 
compensation agreement entered into between Employer and Employee; 
provided, however, the deferred compensation agreement must be entered 
into prior to Employee earning the compensation for which payment is 
being deferred.

Disability

	Section 4.05.  Should Employee become unable to effectively perform 
his duties hereunder because of any physical or mental condition, he 
shall be entitled to one hundred percent (100%) of his then base salary, 
exclusive of any Bonus, for a period of ninety (90) days after Employee 
becomes unable to perform his duties.  Commencing on the 91st day of 
continuous disability, Employee shall be entitled to one hundred percent 
(100%) of his base salary, less any disability benefits received under 
the Employee's existing Salary Continuation Agreement between Employee 
and Bank, or any other Employer-sponsored income continuation and/or 
disability plan(s), for a period not to exceed two hundred seventy-five 
(275) days but in no event beyond the term of this agreement.  During 
this aforementioned time period, Employee shall continue to enjoy all 
benefits and rights of an employee, including but not limited to 
participation in group medical and life insurance programs, but shall 
only be entitled to any Bonus which accrued and was earned prior to the 
date Employee commenced his disability leave.  After such 275 day period, 
and prior to the expiration term of this agreement, Employer shall only 
pay Employee the amount of payments (if any) which is due Employee as a 
result of Employee's disability under his existing Salary Continuation 
Agreement and any other Employer-sponsored income continuation and/or 
disability plan(s).

EFFECT OF SALE, ACQUISITION OR MERGER

	Section 4.06. In the event of a sale, acquisition or merger of the 
Bancorp within the term of this agreement, and the purchasing, acquiring 
or merging entity ("New Entity" herein) elects to not employ Employee 
under the terms of an employment agreement acceptable to both Employee 
and New Entity, or the New Entity for any reason refusing to honor the 
remaining terms of this agreement, Employee shall have the right to 
continue to receive his Base Salary (but not the Return on Equity Bonus 
or the Pre-tax Earnings Bonus) plus the Employee Benefits described in 
Article 5 herein for the remaining period of this agreement less any 
payments received from the Salary Continuation Agreement between Employee 
and Bank.  In the event of any conflict between the terms and provisions 
of this agreement and the terms and provisions of the Salary Continuation 
Agreement, the terms and provision of the Salary Continuation Agreement 
shall prevail and control.


ARTICLE 5. EMPLOYEE BENEFITS

General
	Section 5.01. Employee shall be entitled to receive those other 
employee benefits made available by Employer to all its employees, plus 
vacation each calendar year pursuant to Section 5.02; utilization of an 
automobile supplied by Employer, in accordance with the policy and 
guidelines established by the Boards of Directors of Employer, with all 
operating costs paid by Employer; Life Insurance paid by Employer; Health 
Insurance paid by Employer; Disability Insurance paid by Employer; the 
option to participate in Employees deferred compensation plan; and the 
option to participate in the Stock Option Plan of Employer already in 
effect.

Vacation

	Section 5.02. Subject to all governmental Rules and Regulations 
applicable to Employer, Employee shall be entitled to an annual vacation 
of four (4) weeks, without reduction in salary, to be taken at times 
which will not substantially interfere with the business and general 
well-being of Employer.  In the event this agreement is renewed, unused 
vacation shall not be accrued from any calendar year to any subsequent 
calendar year.

Use and Disclosure of Confidential Data

	Section 5.0. Employee shall not use any confidential information or 
circulate it to any other person or persons, except when specifically 
authorized and then only to the extent necessary to further Employees 
best interests.

Competitive Activities During Employment

	Section 5.04. During the term of this Agreement, Employee shall 
not, directly or indirectly, either as an employee, employer, consultant, 
agent, principal, partner, stockholder, director, or in any other 
capacity, engage or participate in any competitive activity relating to 
the subject matter of his employment with Employer.


	Stock Ownership

Section 5.05.  Employee shall own and/or control at all times during the 
term of this Contract a minimum of 5,000 shares of common stock in 
Bancorp.  In the event the number of issued shares of Bancorp is changed 
after the calendar year 1996 as a result of a stock split, stock 
dividend, reorganization, or for any other reason, the number of shares 
under this paragraph shall automatically be changed accordingly.  This 
Section 5.05 shall be deemed deleted from this contract effective on the 
date of any merger, transfer of assets, or dissolution within the 
provisions of Section 6.04 hereof.

ARTICLE 6. TERMINATION OF EMPLOYMENT

	Termination by Employer

	Section 6.0l Notwithstanding any other provision of this Contract, 
Employer may terminate this Contract by vote of the majority of the total 
number of the Boards of Directors of Employer at a meeting of the Boards 
of Directors in which a quorum is present, provided Employee is involved 
in gross malfeasance in the performance of his duties, or adjudged guilty 
of illegal activities by a court of competent jurisdiction.  Upon such 
termination under this Section 6.01, Employee shall have no further right 
under this Contract except to receive payment for benefits earned or 
accrued to the date of termination of Employee.

		TERMINATION BY EMPLOYEE

	Section 6.02.	Employee may elect to terminate this agreement 
for any reason by providing thirty (30) days prior written notice to 
Employer.  Upon receipt of Employee's written or oral notice of 
termination, Employee shall have no further right under this agreement 
except to receive payment for benefits earned or accrued to the date of 
termination by Employee.

ARTICLE 7. GENERAL PROVISIONS

Notices

	Section 7.01. Any notices to be given by either party to the other 
shall be in writing and may be effected either by personal delivery or by 
mail, registered or certified, postage prepaid with return receipt 
requested.  Mailed notices shall be addressed to the parties at the 
addresses appearing in the introductory paragraph of this agreement, but 
each party may change address by written notice in accordance with this 
section.  Notices delivered personally shall be deeded communicated as of 
the date of actual receipt; mailed notices shall be deeded communicated 
as of the date on which they are mailed.

Entire Agreement

	Section 7.02.
		(a)	This agreement supersedes any and all other employment 
agreements, either oral or in	writing, between the parties with respect 
to the employment of Employee by Employer, and contains all of the 
covenants and agreements between the parties with respect to that 
employment in any manner whatsoever.
	(b)	Each party to this agreement acknowledges that no 
representations, inducements, promises, or agreements, orally or 
otherwise, other than those set forth herein, have been made by any 
party, or anyone acting on behalf of any party, and that no other 
agreement, statement, or promise not contained in this agreement shall be 
valid or binding.
	(c)	Any modification of this agreement will be effective only if 
it is in writing signed by the party to be charged.

	The provisions of this Section 7.02 shall not be deemed to refer to 
or have any effect upon the Salary Continuation Agreement or the 
Directors Deferred Fee Agreement, or any other non-employment agreement, 
it being the intent of this Section 7.02 to apply solely to the 
employment relationship between Employee and Employer.

	Transferability

	Section 7,03.  The rights and benefits of Employer under this 
Contract shall be transferable, and all rights, benefits, covenants, and 
agreements hereunder shall inure to the benefit of Employee and the 
successors, transferees, or assigns of Employer, and shall be enforceable 
by or against Employee and by or against successors, transferees, or 
assigns of Employer, as the case may be.

		Attorneys' Fees and Costs

	Section 7.04.	If any action at law or in equity is necessary 
to enforce or
interpret the terms of this agreement, the prevailing party shall be 
entitled to reasonable attorneys' fees, costs, and necessary 
disbursements in addition to any other relief to which he may be 
entitled.  This provision shall be construed as applicable to the entire 
contract.  This Section 7.04 shall be considered deleted upon the 
effective date of any Employers merger, transfer of assets, or 
dissolution within the confines of Section 4.06.

Partial Invalidity

	Section 7.05. If any provision in this agreement is held by a court 
of competent jurisdiction to be invalid, void, or unenforceable, the 
remaining provisions shall nevertheless continue in full force without 
being impaired or invalidated in any way.

Law Governing Agreement

	Section 7.06. This agreement shall be governed by and construed in 
accordance with the laws of the State of California.

Payment of Moneys Due Deceased Employee

	Section 7.07. If Employee dies prior to the expiration of the term 
of employment, any moneys that may be due from Employer under this 
agreement as of the date of Employee's death shall be paid to Employee's 
executors, administrators, heirs, personal representatives, successors, 
and assigns.
Amendment

	Section 7.08. This contract may be changed or amended only in 
writing subscribed by the parties hereto.

	Executed on February 21, 1996, at Orange California.

	EMPLOYEE:					EMPLOYER:
		ORANGE NATIONAL BANK

	By:                   By:
	Frank A. DelGiorgio			Armand Durante
                     		Vice-Chairman

                     		By:
                     		Kenneth J. Cosgrove
                     		President


ORANGE NATIONAL BANCORP


                       By:
                       Armand Durante
                       Vice-Chairman

                       By:
                       Kenneth J. Cosgrove
                      	President