CENTRAL COAST BANCORP
EXHIBIT 10.18 SEASIDE BRANCH LEASE
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>exhb10x18seaside.htm
<DESCRIPTION>EXHIBIT 10.18 SEASIDE BRANCH LEASE
<TEXT>
<HTML>
<HEAD>
<TITLE>Exhibit 10.18 Seaside Lease</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
<!-- PAGEBREAK -->
<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">THIS
LEASE, between Dean C. Rockwell and Jacqueline Rockwell, herein called the
&#147;Landlord&#148; and Cypress Coast Bank (In Organization) herein called
&#147;Tenants, &#147;is dated as of November 1, 1989. It is agreed as follows: </P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
1.&nbsp;<U>PREMISES.</U> The Landlord hereby leases to Tenants, and Tenants hereby lease
from Landlord, the premises as more particularly described in <U>EXHIBIT A</U>
attached hereto, located in Seaside, California, in the building (the
&#147;Building&#148;), the address of which is 1658 Fremont Boulevard, including
all and singular the improvements, appurtenances, rights, privileges, easements,
and common facilities, if any, including driveways, malls and other common and
service areas, if any, all referred to hereafter as premises. </P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
2.&nbsp;<U>PARKING FACILITIES.</U>  The Landlord shall provide, during the entire term
of this lease and all extensions thereof, at no additional cost to the Tenants,
parking facilities for the non-exclusive use of the Tenants, its officers,
employees, agents, customers, and invitees, adjacent to the Building of which
the demised premises form a part. </P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
3.&nbsp;<U>TERM.</U> The term of this Lease shall be for ten (10) years commencing on
the date (the Commencement Date") of the issuance of a certificate of authority
by the California State Banking Department authorizing Tenants to transact a
commercial banking business, and expiring on the tenth anniversary after the
Commencement Date, unless earlier terminated as provided for herein.  This
Lease is subject to Tenants obtaining all permits and entitlements for use
and operation of the premises as a bank. Tenants shall have the right to
terminate this Lease if Tenants are unable to obtain such permits and entitlements
in a commercially reasonable time using commercially reasonable efforts. </P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
4.&nbsp;<U>RENT.</U> The tenant shall pay rent (&#147;Rent&#148;) of FOUR THOUSAND
DOLLARS <U>($4,000)_</U> payable on or before the first day of each month for
the current calendar month, in lawful money of the United States. Rent for a
part of the month shall be prorated based on the actual number of days in the
month. Rent shall not commence until exclusive possession of the premises ready
for occupancy has been delivered to the Tenants and all improvements or
alterations which Landlord has agreed to perform have been completed. Should
Landlord fail to deliver to the Tenants exclusive possession of the premises,
ready for occupancy, within sixty days after the commencement date herein above
specified, Tenants may cancel this lease. All payments of Rent are to made to
the order of Dean C. Rockwell, P.O. Box 115, Seaside, CA 93955. </P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
5.&nbsp;<U>RENTAL ADJUSTMENT. </U>The minimum monthly rent stated in paragraph 4
shall be subject to adjustment annually on the anniversary date of each year
of the initial term and of any extended term, as follows:


<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">The
base for computing the adjustment is the Consumer Price Index for all Urban
Consumers, San Francisco &#151; Oakland Metropolitan Area, published by the
United States Department of Labor, Bureau of Labor Statistics (&#147;Index&#148;),
which is published most immediately preceding the date of
the commencement of the Initial Term (&#147;Beginning Index&#148;). The monthly
rent for each year beginning in 1990 shall be set by multiplying the monthly
rent set forth in paragraph 4 by a fraction, the numerator of which is the
Extension Index and the denominator of which is the Beginning Index; provided,
however, that in no event shall the annual increase be more than five (5%)
percent&#148;over the monthly rent payable<SUP>1</SUP> during the previous
year. On adjustment of the monthly rental as provided in this paragraph/ the
parties immediately shall execute an&#146; amendment to this Lease stating the
new monthly rental. If the Consumer Price Index is changed so that the base year
differs from that used as the date in effect immediately preceding the
Commencement Date, the Consumer Price Index shall be converted in accordance
with the conversion factor published by the United States Department of Labor,
Bureau of Statistics. If the Consumer Price Index is discontinued or revised
during the term, such other governmental index or computation with which it is
replaced shall be used in order to obtain substantially the same result as would
be obtained if the Consumer Price Index had not been discontinued or revised. </P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
6.&nbsp;<U>LATE CHARGE.</U> Tenants acknowledge that late payment by Tenants to Landlord
of rent will cause Landlord to incur costs not contemplated by this Lease, the
exact amount of such costs being extremely difficult and impracticable to fix.
Such costs include, without limitation, processing and accounting charges, and
late charges that may be imposed on Landlord by the terms of any encumbrance and
notes secured by any encumbrance covering the premises. Therefore, if any
installment of rent due from, Tenants is not received by Landlord within Ten
(10) days after the due date, Tenants shall pay to Landlord an additional sum of
six percent (6%) of the overdue rent as a late charge. The parties agree that
this late charge represents a fair and reasonable estimate of the cost that
Landlord will incur by reason of late payment by Tenants. Acceptance of any late
charge shall not constitute a waiver of Tenants&#146; default with respect to
the overdue amount, nor prevent Landlord from exercising any of the other rights
and remedies available to Landlord. Rent will be considered late if not received
by Landlord within ten (10) days after due date. </P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">7.
<U>OPTION TO EXTEND.</U> Provided the Tenants are not in default of any of the
terms and conditions herein, the Tenants may, by notice of sixty (60) or more
days before the end of the term, extend the term (the &#147;Option&#148;) upon
the same terms and conditions provided in this lease for a period of ten (10)
years (the &#147;Extension Period&#148;). </P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt"><U>Option.</U>
The terms of the Lease during the Extension Period shall be unchanged, except
that the Rent payable on the date the Extension Period commences shall be the
then prevailing fair market rental value (&#147;FMRV&#148;) and the provisions
of Paragraph 5 of the Lease shall be of no further force or effect. FMRV shall
be determined by written agreement between the parties and means the average per
square foot rental rate per month for comparable space in the vicinity of the
premises with reasonable adjustments for the quality of the premises and the
location of the comparable space. If such comparable space is leased with
incentives, such as tenant improvements, free rent or other economic incentives,
Tenants shall have the right to rent which reflects such incentives. If the
parties are unable to agree upon FMRV and the components thereof at least sixty
(60) days prior to the commencement date of the Extension Period, then the FMRV
of the premises shall be determined by arbitration in accordance with the
Commercial Arbitration Rules of the American Arbitration Association then in
effect. Such determination shall be final and binding on the parties. If the
FMRV is determined after the commencement date for the Extension Period, there
shall be a retroactive adjustment of rent back to the commencement date of the
Extension Period. </P>

<TABLE CELLPADDING="0" CELLSPACING="0" BORDER="0" WIDTH="600">
<TR VALIGN="BOTTOM">
     <TH COLSPAN="2"></TH>
     <TH COLSPAN="2"></TH></TR>
<TR>
     <TD COLSPAN="4"><HR NOSHADE COLOR="Black" SIZE="1"></TD></TR>
<TR VALIGN="BOTTOM">
     <TD WIDTH="39%" ALIGN="LEFT">Tenants' Initials</TD>
     <TD WIDTH="6%" ALIGN="LEFT">&nbsp;</TD>
     <TD WIDTH="53%" ALIGN="LEFT">Landlord's Initials<BR></TD>
     <TD WIDTH="2%" ALIGN="LEFT">&nbsp;</TD></TR>
<TR VALIGN="BOTTOM">
     <TD ALIGN="LEFT"><BR></TD><TD ALIGN="LEFT">&nbsp;</TD></TR>
</TABLE>


<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
8.&nbsp;<U>ACCEPTANCE OF PREMISES. </U>Tenants taking possession of the premises on the
commencement date shall constitute Tenants' acknowledgement that the premises are
in good condition.</P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
9.&nbsp;<U>UTILITIES AND SERVICES.</U> The parties agree that Tenants shall pay for all
utilities used by Tenants in the premises. Tenants shall make all arrangements
for and pay for all utilities and services furnished to or used by them,
including without limitation, gas, electricity, water, sewer, telephone service,
landscaping, and janitorial services, and for all connection charges. </P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
10.&nbsp;<U>USE. </U> The premises shall be used as a bank or any other business
so long as the consent of the Landlord, in writing, is first obtained.  Such
consent shall not be unreasonably withheld. Tenants shall not knowingly use
the premises for any purposes which would increase the cost of any insurance
carried by the Landlord.</P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
11.&nbsp;<U>SIGNS.</U> The Tenants may install such signs and window lettering as
may reasonably be necessary to the Tenants' business provided they comply
with all local ordinances and are reasonable in size and attractive in appearance.</P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
12.&nbsp;<U> NOTICES.</U>  Notices to the Landlord shall be addressed to Dean Rockwell
at P.O. Box 115, Seaside, CA 93955.  All notices to the Tenants shall be addressed
to the Tenants at 165,8 Fremont Boulevard, Seaside, CA  93955.</P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
13.<U>SURRENDER.</U> Unless the term is extended pursuant to Paragraph 7 above, the
Tenants, on the last day of the term, shall surrender the premises in as good
condition as when the Tenants took possession, except for ordinary wear and
tear, repairs and replacements required to be made by the Landlord, loss of
fire, or elements, or loss by any cause beyond the Tenants&#146; control. </P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
14.&nbsp;<U>ASSIGNMENT.</U> The Tenants may assign this Lease or sublet all or part of
the premises provided the Landlord&#146;s consent (which consent shall not be
unreasonably withheld) in writing is first obtained. The Landlord agrees not to
withhold its consent provided the assignee is financially responsible and will
conduct a business not detrimental to the building or neighborhood. Provided,
however, the Tenants shall have the absolute right to assign this Lease or
sublet all or any part of the premises to any other corporation which is an
affiliate, subsidiary or parent of the Tenants without the consent, either
written or oral, of the Landlord. The Tenants shall remain responsible for their
obligations under this Lease unless the Tenants receive a written release from
the Landlord of any further responsibility. </P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
15.&nbsp;<U>TENANTS' DEFAULT.</U>The occurrence of any of the following shall constitute a default by Tenant.</P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1. Failure to pay rent when due, if the failure continues
for ten (10) days after notice has been given to Tenants.</P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2. Failure to perform any other provision of this Lease if the failure to perform
is not cured within thirty (30) days after notice has been given to Tenants. If
the default cannot reasonably be cured within thirty (30) days, Tenants shall
not be in default of this Lease if Tenants commence to cure the default within
the thirty (30) day period and diligently and in good faith continue to cure the
default. Notices given under this paragraph shall specify the alleged default
and the applicable lease provisions, and shall demand that Tenants perform the
provisions of this Lease or pay the rent that is in arrears, as the case may be,
within the applicable period of time, or quit the premises. No such notice shall
be deemed a forfeiture or a termination of this Lease unless Landlord so elects
in the notice. The purpose of the notice requirements set forth in this
paragraph is to extend the notice requirements of the unlawful detainer statutes
of California. </P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
16.&nbsp;<U>LANDLORD'S REMEDIES.</U> The Landlord may terminate this Lease and take
possession of the premises without waiving any rights which it may have at law,
without further notice following either of these events:</P>


<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) That the Tenants fail to pay the rent due under this Lease within thirty (30)
days following written notice of default. </P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) That the Tenants fail to commence the correction of any other violation of its
covenants within thirty (30) days after written notice or, having commenced to
correct the same should fail to carry the same to conclusion with due diligence. </P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">In
the event Landlord is in default under this Lease and shall fail to remedy such
default within thirty (30) days after receiving notice of such default from
Tenants, Tenants may at their option terminate this lease by giving Landlord
written notice and this Lease shall terminate and be void upon receipt by
Landlord of such notice. </P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
17.&nbsp;<U>REPAIRS.</U> The Tenants shall make all ordinary repairs to the interior
walls, floors and ceilings, and inside doors, except such repairs as are made
necessary by fire, the elements or causes beyond the Tenants&#146; control. The
Landlord shall make all other repairs at its sole cost and expense and
replacements (except repairs to or replacement of improvements or equipment
installed by the Tenants) necessary to maintain the premises in a safe, dry/
tentable condition and in good repair, including but not limited to repairs to
and replacements of exterior walls, roof, subfloors, heating, air conditioning,
plumbing and electrical equipment, if any, foundation or other structural
portions either exterior or interior; plate glass piping and wiring, electrical
panels, and replacement of worn-out heating or plumbing equipment which cannot
be restored to normal use by repair. The Tenants may make any repairs of any
emergency nature to correct a dangerous situation on the premises without
relieving the Landlord from any liability or waiving any of its rights. Tenants
may deduct the cost of such repairs from the rent received hereunder commencing
with the rental payment next due. Landlord will at its sole cost and expense,
patch and reseal parking lot as needed. </P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
18.&nbsp;<U>RESTORATION.</U> If the premises are damaged by fire, other casualty or the
elements, or by any other cause, to the extent that the cost of repairs, or
restoration exceeds fifty percent of the value of the premises, either the
Landlord or the Tenants may within thirty (30) days after such damage, cancel
this Lease by written notice mailed to the other party at least thirty (30) days
prior to the effective date of such cancellation. If neither party terminates
this Lease, or if the cost of repairs or restoration does not exceed fifty
percent of the value of the premises, the Landlord shall promptly repair or
restore the premises as nearly as possible to the condition existing just prior
to such damage. Provided, however, during said period of restoration the Tenants
shall only pay a reasonable rental for such part of the premises as shall be fit
for occupancy by the Tenants. </P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
19.&nbsp;<U>ENTRY.</U> Except for Tenants&#146; safes, vaults, cash drawers and safe
deposit boxes, the Tenants agree to permit the Landlord and its authorized agent
to enter the premises at any time during normal business hours, on reasonable
notice, for inspecting, making such repairs or additions as the Landlord may
desire or be required to make, and showing the building to any prospective
purchaser. Insofar as Landlord may reasonably do so, Landlord shall effect such
repairs under this paragraph, at such times and in such manner as will not
unreasonably interfere with the use by Tenants of the premises or the conduct of
Tenants&#146; business therein. Prospective tenants may be shown the premises
within thirty (30) days prior to the expiration of the Lease. </P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
20.&nbsp;<U>HOLDOVER.</U> Any holding over after the expiration of this Lease with the
consent of the Landlord, shall be from month to month upon the terms and
conditions of this Lease, and at the same monthly rental. In the event that the
Tenants shall be delayed in moving to other quarters because of circumstances
over which they have no control, the Landlord will consent to the holding over
by Tenants for not more than sixty (60) additional days. </P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
21.&nbsp;<U>LAW REVISION. </U> In the event of a change in the Federal, State, or
local laws or any regulations issued pursuant thereto under which the Tenants
engage in business or of judicial interpretations of such laws or regulations
which the Tenants determine would make it impractical
for the Tenants to continue their business within the State, the Tenants shall
have the right to terminate this Lease sixty (60) days after written notice to
the Landlord and the payment of three months rent, in addition to the rent due
to the date of termination, unless Tenants are able to sublease the premises
thus mitigating Landlord&#146;s damages.</P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
22. <U>QUIET ENJOYMENT.</U> Tenants shall peaceably and quietly hold and enjoy the premises free from interference
including noise or other disturbances from other tenants in the same building.
Landlord shall obtain for Tenant&#146;s benefit non-disturbance agreements in
commercially reasonable form and content from any ground lessor, mortgage holder
or lien holder of Landlord now in existence, or who later comes into existence
at any time during the term of the Lease or the Extension Period. </P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
23.&nbsp;<U>ALTERATIONS BY TENANTS.</U> The Tenants may make improvements or repairs to
the premises, provided that they make them in a good workmanlike manner and the
written consent of the Landlord is obtained before any structural changes are
made. The Tenants may install any electrical, heating, air conditioning,
plumbing, telephonic and trade fixtures or equipment without the consent of the
Landlord, and said fixtures or equipment shall, under no circumstances
whatsoever, be construed to be a part of the realty, regard less of the manner
in which they may be affixed thereto. The Tenants shall have the right, but not
the obligation, to remove during the continuance of the term hereof or within a
reasonable time thereafter any or all of the fixtures, equipment or improvements which the Tenants may have placed upon the premises, but the Tenants shall
repair any damage caused by such removal but such obligation shall not extend to
painting or redecorating. Landlord, guarantees the sufficiency of the Building
to carry any improvement or repair, including any equipment placed on the
premises by Tenants. Tenants shall pay all costs for construction done by them
or costs to be done by them on the premises as permitted by this Lease. Tenants
shall keep the premises free and clear of all mechanics&#146; liens resulting
from construction done by or for Tenants. </P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
24.&nbsp;<U>TAXES.</U> Tenants shall pay before delinquency any and all taxes,
assessments, license fees and public charges levied, assessed, or imposed upon
Tenants&#146; fixtures, furniture, appliances, or personal property located in,
upon, or about the demised premises (collectively &#147;Direct Taxes&#148;).
Tenants further covenant that during the term hereof Tenants shall pay to
Landlord Tenants&#146; share of any and all real property taxes and assessments
levied upon the whole parcel or parcels of real property upon which the demised
premises are situated and all buildings and improvements thereof and a pro-rata
share of all real property taxes and assessments levied upon the common areas in
excess of those taxes and assessments existing at the time this lease is
executed by the parties. Tenants&#146; said share shall be one hundred percent
(100%) thereof. Any such taxes and assessments which are payable by Tenants
shall be paid by the Tenants to Landlord within thirty (30) days after payment
of such taxes and assessments by Landlord. </P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">Tenants
shall not be required to pay any municipal, county, state or federal income or
franchise taxes of Landlord, or any municipal, county, state or federal estate,
succession, inheritance, or transfer taxes of Landlord. If at any time during
the term the laws concerning the methods of real property taxation prevailing at
the commencement of the term are changed so that a tax or excise on rents or any
other such tax, however described, is levied or assessed against Landlord as a
direct substitution in whole or part for any real property taxes, Tenants shall
pay before delinquency (but only to the extent that it can be ascertained that
there has been a substitution and that as a result Tenants have been relieved
from the payment of real property taxes they would have otherwise been obligated
to pay) the tax or excise on rent shall be substantially the same as,
and a substitute for the payment of such real property taxes as provided in this
Lease. </P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
&nbsp;&nbsp;&nbsp;&nbsp;A. Tenants shall not be liable for increases in Direct Taxes (whether the increases
result from increased rate and/or valuation) attributable to additional
improvements to the premises that are constructed after 1989, unless the
additional improvements are constructed for Tenants&#146; benefit or at
Tenants&#146; request. If any improvements are constructed after 1989, Direct
Taxes attributable to those additional improvements for the fiscal tax year in
which they are assessed as a fully completed unit shall be added to the Direct
Taxes for 1989 for the purpose of computing Tenants&#146; liability for Direct
Tax increases. After that time, Tenants&#146; liability for increases on Direct
Taxes that Tenants would be liable for but for such additional improvements
shall be reduced in the same ratio that the total amount of Direct Taxes for
1989 (including any Direct Taxes added to the taxes for 1989 (including any
Direct Taxes added to the taxes for 1989) bears to the total amount of Direct
Taxes attributable to additional improvements that were added to the Direct
Taxes for 1989. </P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
&nbsp;&nbsp;&nbsp;&nbsp;B.
Tenants shall not be liable increases in Direct Taxes that result from changes
in ownership of the premises or of the land of which the premises are a part.
For purposes of this Lease &#147;change in ownership&#148; has the same
definition as that found in California Revenue and Taxation Code sections 60-62,
or any amendments or successor statutes to those sections. </P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
&nbsp;&nbsp;&nbsp;&nbsp;C.
Landlord shall use its best efforts to cause the premises to be separately
assessed from other property owned by Landlord. If Landlord is unable to obtain
a separate assessment, the assessor&#146;s valuation placed on the premises
shall be used in determining the Direct Taxes. If this valuation is not
available, Landlord, in its good faith and on a reasonable basis shall equitably
allocate Direct Taxes between the. premises and all buildings, other
improvements, and land included in the tax bill, in making the allocation,
Landlord shall reasonably evaluate the factors that determine the amount of
Direct Taxes so that the allocation to the premises will not be less than the
ratio that the total number of square feet in the building, other improvements,
and land of which the premises are a part bears to the total number of square
feet of all buildings, other improvements, and land included in the tax bill. </P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
&nbsp;&nbsp;&nbsp;&nbsp;D.
Tenants&#146; liability to pay Direct Taxes shall be prorated on the basis of a
365-day year to account for any fractional portion of a fiscal tax year included
in the Term at its commencement and expiration. </P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
25.&nbsp;<U>SUCCESSION. </U></P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
&nbsp;&nbsp;&nbsp;&nbsp;(a)
This Lease shall benefit and be binding upon the Landlord and the Tenants and
their respective heirs, legal representatives, successors, and assigns. </P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
&nbsp;&nbsp;&nbsp;&nbsp;(b)
Should the Tenants choose to terminate this Lease at any time prior to its
normal expiration date (except for any termination surrender or transfer
permitted by paragraphs 3, 13, 14, 18 &gt; 20, 21, 26, 27, 29, 32, and 46 of
this Lease, or if Landlord is in default), the Tenants shall without negotiation
be responsible to pay the Landlord the total cash value remaining in the Lease
at the time the Lease is terminated except as Tenants or Landlord may negotiate
damages in accordance with California law. </P>


<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
&nbsp;&nbsp;&nbsp;&nbsp;(c)
In the event litigation occurs to enforce any provision of this Lease, the
prevailing party shall be entitled to reasonable attorneys&#146; fees from the
other party. </P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
26.&nbsp;<U>HAZARDOUS MATERIALS/LANDLORD&#146;5 LIABILITY.</U> In the event of a
disruption of or interference with Tenants<SUP>7</SUP> business operation which
continues for ninety (90) consecutive days, because of the presence of Hazardous
Materials in or about the premises, and if the presence of such Hazardous
Materials or the need for a cleanup results from Landlord&#146;s or
Landlord&#146;s agents&#146; or representatives&#146; actions, then Tenants
shall be entitled to give written notice to Landlord terminating the Lease
effective on the date such notice is received by Landlord. Notwithstanding
anything to the contrary contained herein, Tenants shall only have liability for
the presence or disposal onto the premises, of Hazardous Materials left, stored,
used, disposed of or released by Tenants, Tenants&#146; agents or
representatives. Tenants shall not have any liability for actions of Landlord or
other unascertained persons or entities, or for any required clean-up resulting
from such actions. </P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
27.&nbsp;<U>FAILURE TO PROVIDE ACCESS.</U> In the event that Tenants are prevented from
using, and do not use, the premises or any portion thereof as a result of any
negligent or willful failure of Landlord to provide access to the premises, then
Tenants shall promptly give Landlord notice thereof (&#147;Tenants&#146;
Notice&#148;). Landlord shall respond in writing to Tenants&#146; Notice within
three (3) days of receipt of Tenants&#146; Notice explaining the circumstances
for such use prevention or failure of Landlord to provide services or access. In
the event that Tenants are prevented from using the premises or a portion
thereof as a result of such events for a period of ten (10) consecutive business
days or twenty (20) business days in any twelve (12) month period during the
Lease term, all of Tenants&#146; Rent and the cost of utilities and
Tenants&#146; share of Direct Taxes (collectively &#147;Further Rent&#148;),
shall be abated or reduced, as the case may be, in the proportion that the
rentable area of the portion of the premises that Tenants are prevented from
using bears to the total rentable area of the premises, during the period
Tenants are prevented from conducting their business from the premises or a
portion of the premises. However, if through the negligent or willful failure of
Landlord to provide access to the premises, Tenants are prevented from
conducting their business in any portion of the premises, and the remaining
portion of the premises is not sufficient to allow Tenants to effectively
conduct their business therein, and if Tenants do not conduct their business
from such remaining portion, then all of the Rent and the Further Rent for the
entire premises shall be abated during said period; provided, however, if
Tenants reoccupy and conduct their business from any portion of the premises
during such period, the Rent and Further Rent allocable to such reoccupied
portion, based upon the proportion which the rentable area of such reoccupied
portion of the premises bears to the total rentable area of the premises, shall
be payable by Tenants from the date such business operations commence. </P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
28.&nbsp;<U>RETURN OF PREMISES.</U> Notwithstanding the provisions of the Lease to the
contrary, Tenants shall maintain ownership of all of the following, and shall
have the right, but not the obligation, to remove same upon termination of this
Lease: (i) Tenants&#146; furniture, carpets, art works, teller counters, low
partitions and gates, work counters and storage units, telephone system,
computer system; and, (ii) Tenants<SUP>7</SUP> vault doors, alarm and
surveillance systems, night depository, A.T.M. machine(s) and safe deposit
boxes. Tenants shall be responsible only for liens resulting from work performed
by Tenants, Tenants&#146; agents or contractors hired by Tenants. Regardless
whether the Lease terra has terminated or expired, and regardless of whether
Tenants are in default hereunder, Tenants shall have the right to remove the
contents of Tenants&#146; vault, safe deposit boxes, money, and papers and files
at any time. </P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
29.&nbsp;<U>ADDITIONAL TERMINATION RIGHTS.</U> Notwithstanding Paragraph 18 of the Lease
to the contrary, Landlord or Tenants may terminate this Lease if Tenants are
unable to use all or a substantial portion of the premises as a result of fire
or other casualty, and: (a) Landlord fails to substantially complete such work
within ninety (90) days after commencing the same, or such additional time as
may be necessary due to strikes, lock-outs or other labor troubles, shortages of
equipment or materials, governmental requirements, power shortages or outages or
other causes beyond Landlord&#146;s reasonable control, or (b) such work is
reasonably estimated (which estimate Landlord shall provide within sixty (60)
days following the casualty), to take more than ninety (90) days to
substantially complete after being commenced. In order to exercise any of the
foregoing termination rights, the party exercising such right must send the
other party at sixty (60) days (but not more than one hundred eighty (180) days
advance notice, specifying the basis for termination, and such notice must be
given no later than thirty (30) days following the occurrence of the condition
serving as the basis for the termination right invoked. </P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
30.&nbsp;<U>REMEDIES.</U> The obligations of Tenants under this Lease do not constitute
personal obligations of the directors, or shareholders, and the Landlord shall
look solely to the assets of Tenants for satisfaction of any liability under
this Lease and will not seek recourse against the individual directors, officers
or shareholders nor against any of their personal assets for such satisfaction.</P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
31.&nbsp;<U>SELF-HELP.</U> If Tenants provide written notice to Landlord of any event
or circumstance which requires the action of Landlord, and Landlord fails to
provide such action within a reasonable period of time, given the circumstances,
after the receipt of such notice, then Tenants may reasonably proceed to take
the required action upon delivery of any additional written notice to Landlord,
given as much in advance of the proposed action as shall be reasonable under the
circumstances, specifying, with particularity, that Tenants intend to take such
required action, including the date and details of such action to be taken, the
cost of such action, and the projected completion date. </P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
32.&nbsp;<U>EMINENT DOMAIN.</U> In the event all of the premises, or such part thereof as
shall substantially interfere with the Tenants&#146; use and occupancy thereof,
shall be taken for any public or quasi-public purpose by any lawful power or
authority by exercise of the right of appropriation, condemnation or eminent
domain, or sold to prevent such taking, either party shall have the right to
terminate the Lease effective as of the date possession is required to be
surrendered to said authority. In the event of a partial taking and the amount
of property or the type of estate taken shall not substantially interfere with
the conduct of the Tenant&#146;s business, Landlord shall be entitled to the
entire amount of the award without deduction for any estate or interest of the
Tenants. Landlord shall restore the premises to substantially their same
condition prior to such partial taking, and a proportionate allowance shall be
made to the Tenants for the Rent corresponding to the time during which, and to
the part of the premises of which the Tenants shall be so deprived on account of
such taking and restoration. Nothing contained in this Paragraph shall be deemed
to give Landlord any interest in any award made to the Tenants for the taking of
personal property and fixtures belonging to the Tenants. </P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
33.&nbsp;<U>INDEMNITY BY LANDLORD.</U> Landlord agrees to indemnify Tenants against and
save Tenants harmless from any and all loss, cost, liability, damage and
expense, including, without limitation, fines and attorney&#146;s fees incurred
in connection with or arising from any failure of Landlord to perform its
obligations hereunder or from any negligence or willful misconduct of Landlord
including, without limiting the generality of the foregoing, (a) any- default by
Landlord in the observance or performance of any of the terms, covenants or
conditions of this Lease on Landlord&#146;s part to be observed or performed,
(b) the use or occupancy or manner of use or occupancy of the premises by
Landlord or any person claiming through or under Landlord other than Tenants, or
of the employees, suppliers, shippers, customers or invitees of Landlord or any
such person, in, on or about the premises, whether prior to, during, or after
the expiration of the term, including, without limitation, any act, omission or
negligence in the making or performing of any alterations and (c) the breach of
any representation or warranty of Landlord in this Lease. </P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
34.&nbsp;<U>LANDLORD&#146;S INSURANCE.</U> Landlord shall, at its sole cost and expense,
maintain during the term, comprehensive (or commercial) general liability
insurance, with limits of not less than $1,000,000 combined single limit for
personal injury, bodily injury or death, or property damage or destruction
(including loss of use thereof) for any one occurrence. Landlord shall also, at
its sole cost and expense, maintain during the term worker&#146;s compensation
insurance as required by statute, and primary, non-contributory, extended
coverage or &#147;all-risk&#148; damage insurance, in an amount equal to at
least 90% of the full insurable replacement value of the premises exclusive of
the cost of excavation, foundations and footings, and subject to reasonable
deductible amounts, or such other amounts necessary to prevent Landlord from
being a co-insured, and such other coverage as Landlord shall deem appropriate.
Landlord shall provide Tenants with certificates evidencing such coverage and
showing Tenants as additional insureds, prior to the Commencement Date, which
shall state that such insurance coverage may not be changed or cancelled without
at least twenty (20) days prior written notice to Tenants, and shall provide
renewal certificates to Tenants at least twenty (20) days prior to expiration of
such policies. All insurance required hereunder shall be provided by responsible
insurers and Landlord&#146;s insurers shall be reasonably acceptable to Tenants.
Landlord intends that its property loss risk shall be borne by responsible
insurance carriers and Landlord hereby agrees to look solely to and to seek
recovery only from its insurance carriers in the event of a property loss to the
extent that such coverage is agreed to be provided hereunder. Landlord hereby
waives all rights and claims against Tenants for such losses, and waives all
rights of subrogation of its insurers, provided such waiver of subrogation shall
not effect the right of Landlord to recover thereunder. Landlord shall cause its
insurance policies to be endorsed to provide for such a waiver of subrogation. </P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
35.&nbsp;<U>ESTOPPEL CERTIFICATES/LANDLORD.</U> Landlord agrees that, from time to time,
upon not less than twenty (20) days&#146; prior written request by Tenants,
Landlord shall deliver to Tenants a statement in writing addressed to Tenants
or, at Tenants&#146; request, to any Designated Addressee, as defined below,
certifying (i) that this Lease is unmodified and is in full force and effect (or
if there has been any modification, that the same is in full force and effect
as modified and identified in the modification), (ii) the dates to which Rent
and other charges have been paid, (iii) that so far as the person making the
certification knows, Tenants are not in default under any of the provisions of
the Lease, and (iv) any other information and certification which reasonably may
be requested by Tenants or by and Designated Addressee, or both. As used herein,
the term &#147;Designated Addressee&#148; means any person or entity designated
by Tenants which- is or may be acquiring or merging &#147;with Tenants, lending
money to Tenants, insuring Tenants, their operations or their assets, performing
accounting functions for Tenants or entering into an assignment or sublease with
Tenants. </P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
36.&nbsp;<U> RIGHT OF FIRST REFUSAL TO PURCHASE.</U></P>


<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
&nbsp;&nbsp;&nbsp;&nbsp;A.
Landlord hereby grants to Tenants a right of first refusal (the &#147;Right of
First Refusal&#148;) to purchase all or part of the premises and the land upon
which the premises are situated (collectively the &#147;Property&#148;), on the
same terms that Landlord is willing to accept from a third party, net of any
real estate commissions, except that Tenants shall be entitled to pay in cash
the fair market value of any non-cash consideration to be paid by such third
party. Tenants may exercise the Right of First Refusal during the term of this
Lease, including the Extension Period, so long as Tenants are. not in default
under this Lease at the time Tenants exercise such right. Before accepting a
bona fide third party offer to sell all or any part of the Property, or any
interest therein, Landlord shall notify Tenants of the name and address of the
proposed purchaser and furnish a copy of the offer to purchase. If Tenants,
within thirty (30) days after receipt of Landlord&#146;s notice, notify Landlord
of their election to exercise the right of First Refusal to purchase, Landlord
shall sell and convey the Property, or such portion thereof as is subject to the
offer to purchase, to Tenants on the terms and conditions stated in such offer.
If Tenants do not notify Landlord within said thirty (30) day period of their
election to exercise the Right of First Refusal, Landlord thereafter shall have
the right to sell and convey the Property to the proposed purchaser on the same
terms and conditions as stated in the offer to purchase. If Landlord and the
proposed purchaser do not enter into such offer to purchase within ninety (90)
days after the date of Landlord&#146;s notice to Tenants, Landlord shall not
sell and convey the Property or any part thereof until Tenants are again given
an opportunity to exercise the Right of First Refusal in accordance with the
provisions of this Section. </P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
&nbsp;&nbsp;&nbsp;&nbsp;B.
If the Property is subdivided (including without limitation converted into a
condominium) and Tenants purchase a portion of the Property pursuant to this
Section which is legal parcel, but is less than all of the Property, and (i) the
portion of the Property so purchased by Tenants includes- all of the premises,
this Lease shall terminate on the date title vests in Tenants, and upon vesting
of title in Tenants, Landlord shall remit to Tenants any and all prepaid and
unearned rent and any other monies deposited with Landlord by Tenants (less any
amounts to be applied to any default pursuant to the Lease or applicable law);
and (ii) if the portion of the Property so purchased by the Tenants includes
only a part of the premises, this Lease shall terminate as to the part purchased
on the date title vests in Tenants, and Rent shall be reduced in the same ratio
that the value of the premises before the purchase bears to the value of
&#147;the premises covered by the lease immediately after the purchase, and any
prepaid and unearned rent and of the monies (less any amounts to be applied to
any default pursuant to the Lease or applicable law) allocable to the portion of
the premises so purchased shall be credited against Rent for the remaining
portion of the premises as and when it becomes due. </P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
37.&nbsp;<U>SIGNAGE.</U> Tenants shall have the right to display a sign on a monument
reasonably acceptable to Landlord adjacent to the entrance of the Building and a
free-standing sign at a second location near the Building reasonably acceptable
to Landlord. All such signs shall comply with local signage regulations and be
approved by local authorities having jurisdiction, and Landlord shall cooperate
with and join in any applications necessary or desirable for such approval.
Landlord acknowledges that a material inducement for Tenants&#146; entering into
this Lease is the ability to erect and maintain a prominent sign adjacent to the
Building entrance identifying the premises in order to attract customers, and
Landlord shall cooperate fully and use its best efforts to assist Tenants in
obtaining such a sign, and Tenants shall have the right to cancel this Lease if
they do not obtain approval within sixty (60) days from the date of this Lease
for a sign adjacent to the Building which in their reasonable opinion is
suitable for their needs. Tenants shall use their best efforts to obtain such
approvals and shall diligently pursue such measures as are reasonably necessary
to obtain same. Any sign approved pursuant to this Paragraph 37 shall be erected
and maintained at Tenants&#146; sole cost and expense. </P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
38.&nbsp;<U>ATTORNEYS' FEES. </U> In the event of any claims or litigation
between the parties with respect to this Lease, all costs and
expenses, including reasonable attorneys7 fees, incurred by the
prevailing party therein shall be paid by the other party, which
obligation on the part of the other party shall be deemed to have accrued on the date of
the commencement of such action and shall be enforceable whether or not the
action is prosecuted to judgment. </P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
39.&nbsp;<U>TERMS AND HEADINGS.</U> The words "Landlord" and "Tenants" as used herein
shall include the plural as well as the singular. Words used in any gender
include other genders. The paragraph headings of this Lease are not a part
of this Lease and shall have ho effect upon the construction or interpretation
of any part hereof. </P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
40.&nbsp;<U>TIME.</U> Time is of the essence with respect to the performance
of every provision of this Lease in which time or performance is a factor.</P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
41.&nbsp;<U>PRIOR AGREEMENT: AMENDMENT.</U> 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 agreement or understanding pertaining to any such matter
shall be effective for any purpose. No provisions of this Lease may be amended
or added to except by an agreement in writing signed by the parties hereto or
their respective successors in interest. </P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
42.&nbsp;<U>SEPARABILITY.</U> Any provision of this Lease which shall prove
to be invalid, void or illegal in no way affects, impairs or invalidates
any other provision hereof, and such other provisions shall remain in full force and effect.</P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
43.&nbsp;<U>CONSENTS.</U> Whenever the consent of either party is required hereunder
such consent shall not be unreasonably withheld.</P>


<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
44.&nbsp;<U>RIDERS.</U> Clauses, plats, riders, addenda, if any, signed by the
Landlord and the Tenants, and affixed to this Lease are a part hereof.</P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
45.&nbsp;<U>LANDLORD'S AUTHORITY.</U> The individuals executing this Lease
represent and warrant they have the authority to enter into this
Lease and be bound by and fulfill all obligations, conditions and
covenants contained in this Lease.</P>


<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
46.&nbsp;<U>BANK CLOSED.</U> Notwithstanding any other provisions contained
in this Lease, in the event the Tenants are closed or taken over
by the banking authority of the State of California, or other
bank supervisory authority, the Landlord may terminate the Lease
only with the concurrence of such banking authority or other bank
supervisory authority, and any such authority shall in any event
have the election either to continue or to terminate the Lease,
provided, that in the event this Lease is terminated, the maximum
claim of Landlord for damages or indemnity for injury resulting from
the rejection or abandonment of the unexpired term of the Lease shall
in no event be in an amount exceeding the rent reserved by the Lease,
 without acceleration, for three (3) months next succeeding the date
of the surrender of the premises to the Landlord if at least three (3)
months remain in the term of this Lease, otherwise for the time remaining
in the Term, or the date of reentry of the Landlord, whichever first occurs,
whether before or after the closing of the bank, plus an amount equal to the
unpaid rent accrued, without acceleration up to such date,<BR>
<BR>
TENANTS: CYPRESS COAST BANK (IN ORGANIZATION)</P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
BY:&nbsp;<U>/s/ PETER JOHNSON </U><BR>
ITS:&nbsp;PRESIDENT</P>


<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
LANDLORD:<BR>
BY:&nbsp;<U>/s/ DEAN C. ROCKWELL</U> <BR>
DEAN C. ROCKWELL </P>


<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
BY:&nbsp;<U>/s/ JACQUELINE ROCKWELL</U> <BR>
JACQUELINE ROCKWELL </P>







<A NAME="A005"></A>
<H1  STYLE="Font-Family: Times New Roman, Times, Serif; Font-Style: Normal; Font-Size: 10pt; Text-Align: Center; Margin-Top: 6pt">LEASE
AMENDMENT</H1>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
THIS AGREEMENT is dated the 21<SUP>st</SUP> day September 1999. <BR>


BETWEEN:&nbsp;&nbsp;Dean C. Rockwell and Jacqueline Rockwell (the "Landlords")<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;OF THE FIRST PART;<BR>
&nbsp;&nbsp;-and-<BR>
Central Coast Bancorp (the "Tenant")<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;OF THE SECOND PART; <BR>
<BR>
WHEREAS:</P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
A. Pursuant to a lease dated November 1,1989 (the "Lease") between the
Landlord and the Tenant for the leased premises located at 1658 Fremont Blvd., Seaside, CA.</P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
B. Whereas Tenant and Landlord are desirous of extending the lease for a ten (10)
year term commencing November 1,1999 and expiring October 31,2009 (the
&#147;Renewal Term&#148;) upon the same terms and conditions as are contained in
the Lease except as amended by this Agreement. </P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
NOW THEREFORE WITNESSETH that in consideration of the mutual covenants and
agreements between the parties, and for good and valuable consideration, the
Landlord and Tenant agree to amend the lease as follows: <BR>
1. The lease is hereby extended for the Renewal Term. <BR>
2. The Renewal Term shall be upon the same terms and conditions as
are contained in the original lease except: </P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;a. Paragraph 4, RENT: The rent for the first
five (5) years of me Renewal Term shall be fixed at $5,273.04 per month</P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;b. Paragraph 5, RENTAL ADJUSTMENT: The annual
rent adjustment shall be waived for the first five- (5) years of this extension.
The annual adjustment as set forth in this lease shall began on the sixth
anniversary of the Renewal Term. </P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">Whereas
the parties confirm that in all other respects, the terms of the Lease will
remain in foil force and effect, unmodified, except to the extent set forth in
this agreement. </P>

<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
IN WITNESS WHEREOF the parties hereto have signed this agreement.<BR>
<BR>
<BR>

LANDLORD:<BR>
<BR>
<U>/s/ DEAN C. ROCKWELL</U>&nbsp;&nbsp;&nbsp; <U>/s/ JACQUELINE ROCKWELL</U><BR>
By: Dean C. Rockwell&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Jacqueline Rockwell<BR>

</P>
<P STYLE="Font-Family: Times New Roman, Times, Serif; Font-Size: 10pt; Text-Align: Justify; Text-Indent: 0; Margin-Top: 6pt">
TENANT:<BR>
<BR>
By: <U>/s/ HARRY D. WARDWELL</U> 10/22/99</P>



</BODY>
</HTML>
</TEXT>
</DOCUMENT>
