CALIFORNIA INDEPENDENT BANCORP
EXHIBIT 10.29
<DOCUMENT>
<TYPE>EX-10.29
<SEQUENCE>9
<FILENAME>a2030130zex-10_29.txt
<DESCRIPTION>EXHIBIT 10.29
<TEXT>

<PAGE>

                                 Tri Commercial

STANDARD OFFICE LEASE - FULL SERVICE

THIS LEASE is made and entered into this 26th day of July, 2000, by and between
Eureka Corporate Plaza., Ltd., L.P (hereinafter "Lessor") and Feather River
State Bank, a California corporation (hereinafter "Lessee").

For and in consideration of the rental and of the covenants and agreements
hereinafter set forth to be kept and performed by the Lessee, Lessor hereby
leases to Lessee and Lessee hereby leases from Lessor the Premises herein
described for the term, at the rental and subject to and upon all of the terms,
covenants and agreements hereinafter set forth.

1.    PREMISES

      1.1 Description. Lessor hereby leases to Lessee and Lessee hereby rents
      from Lessor those certain Premises (hereinafter "Premises") crosshatched
      on Exhibit A containing approximately 3,816 rentable square feet on the
      first floor of that certain office building (hereinafter "Building")
      located in the City of Roseville, County of Placer, California, commonly
      known as, 1552 Eureka Rd., and more particularly described as Suite 101.
      The above square footage contains a twelve percent (12%) load factor. 1.2
      Work of Improvement. The obligations of' Lessor and Lessee to perform the
      work and supply the necessary materials and labor to prepare the Premises
      for occupancy are set forth in detail in Exhibit "D". Lessor and Lessee
      shall expend all funds and do all acts required of them in Exhibit "D" and
      shall have the work performed promptly and diligently in a first class
      workmanlike manner. Upon mutual approval of a space plan for the Premises,
      said space plan shall be attached hereto as Exhibit "B".

2.    TERM

      2.1 Term. The term of this Lease shall be for sixty two (62) months
      commencing October 1, 2000 and ending on November 30, 2005 unless sooner
      terminated pursuant to this Lease.

      2.2 Delay in Commencement. Lessee agrees that in the event of the
      inability of Lessor for any reason to deliver possession of the Premises
      to Lessee on the commencement date set forth in Section 2.1, Lessor shall
      not be liable for any damage thereby nor shall such inability affect the
      validity of this Lease or the obligations of Lessee hereunder, but in such
      case Lessee shall not be obligated to pay rent or other monetary sums
      until possession of the Premises is tendered to Lessee. In the event of a
      delay in commencement, the lease expiration shall be adjusted to reflect a
      five (5) year term from the date possession of the lease space is tendered
      to Lessee. In the event Lessor shall not have delivered possession of the
      Premises within three (3) months from the scheduled commencement date,
      then Lessee may terminate this Lease and upon Lessor's return of any
      monies previously deposited by Lessee, the parties shall have no further
      rights or liabilities toward each other.

      2.3 Acknowledgement of Commencement Date. In the event the commencement
      date of the term of the Lease is other than as provided in Section 2.1,
      then Lessor shall provide Lessee with written notice establishing the date
      of Tender of Possession as defined below. Tender of Possession, or actual
      taking of possession by Lessee, whichever first occurs, shall be
      conclusive as the establishment of the Commencement Date for Section 2.1.


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      "Tender of Possession"-defined. See Exhibit "D".

      2.4 Early Possession. In the event that Lessor shall permit Lessee to
      occupy the Premises prior to the commencement date of the term, such
      occupancy shall be subject to all the provisions of this Lease. Said early
      possession shall not advance the termination date hereinabove provided.

3.    BASE RENT. Lessee shall pay to Lessor as base rent for the Premises in
      advance on the first day of each calendar month of the term of this Lease
      without deduction, offset, prior notice or demand, in lawful money of the
      United States, the sum of (See Addendum Paragraph 20) (subject to
      additional rental as provided in paragraph 5). If the commencement date is
      not the first day of a month, or if the Lease termination date is not the
      last day of a month, a prorated monthly installment shall be paid at the
      then current rate for the fractional month during which the Lease
      commences and/or terminates. Concurrently with Lessee's execution of this
      Lease, Lessee shall pay to Lessor the sum of' Six Thousand Two Hundred
      Ninety Six and 40/100ths Dollars ($6,296.40) as rent for the third month
      of the Lease term. Lessee acknowledges that the above Base Rent amount is
      based on the square footage of the lease space and is therefore subject to
      adjustment based on a final, mutually approved space plan.

4.    SECURITY DEPOSIT. Concurrently with Lessee's execution of this Lease,
      Lessee shall deposit with Lessor the sum of Six Thousand Two Hundred
      Ninety Six and 40/100ths Dollars ($6,296.40). Said sum shall be held by
      Lessor as a Security Deposit for the faithful performance by Lessee of all
      of the terms, covenants, and conditions of this Lease to be kept and
      performed by Lessee during the term hereof. If Lessee defaults with
      respect to any provision of this Lease, including but not limited to the
      provisions relating to the payment of rent and any of the monetary sums
      due herewith, Lessor may (but shall not be required to) use, apply or
      retain all or any part of this Security Deposit for the payment of any
      other amount which Lessor may spend by reason of Lessee's default or to
      compensate Lessor for any other loss or damage which Lessor may suffer by
      reason of Lessee's default. If any portion of said Deposit is so used or
      applied, Lessee shall, within ten (10) days after written demand therefor,
      deposit cash with Lessor in an amount sufficient to restore the Security
      Deposit to its original amount; Lessee's failure to do so shall be
      material breach of this Lease. Lessor shall not be required to keep this
      Security Deposit separate from its general funds, and Lessee shall not be
      entitled to interest on such deposit. If Lessee 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 Lessee (or, at
      Lessor's option, to the last assignee of Lessee's interests hereunder) at
      the expiration of the Lease term and after Lessee has vacated the
      Premises. In the event of termination of Lessor's interest in this lease,
      Lessor shall transfer said Deposit to Lessor's successor in interest
      whereupon Lessee agrees to release Lessor from liability for the return
      of' such Deposit or the accounting therefor. Lessee agrees that the amount
      of the Security Deposit is based on the square footage of the lease space
      and is therefore subject to adjustment based on a final, mutually approved
      space plan.

5.    TAX AND BUILDING OPERATING COST INCREASES

      5.1 Definitions. For purposes of this Section, the following terms are
      herein defined:


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            (a) Base Year: 2000.

            (b) Project: Eureka Corporate Plaza, Phase 1, Phase II and Phase
      III, consisting of approximately 90,350 gross square feet of building area
      along with landscaping and parking areas ("Common Area"). Said square
      footage is subject to change as additional phases of the project are
      completed.

            (c) Building Operating Costs: All reasonable costs and expenses of
      ownership, operation maintenance, of the Building (excluding depreciation
      on the Building, all amounts paid on loans of Lessor and expenses
      capitalized for federal income tax purposes) including by way of
      illustration but not limited to; real and personal property taxes and
      assessments, and any tax in addition to or in lieu thereof, other than
      taxes covered by Section 5.4, whether assessed against Lessor or Lessee or
      collected by Lessor or both; repairs, replacements and general maintenance
      of and for the Building and public common areas and facilities of and
      comprising the Building, the roof and roof membrane, windows, elevators,
      restrooms, lobbies, mezzanines, balconies, mechanical rooms, building
      exteriors, alarm systems, pest extermination, landscaped areas, parking
      and service areas, driveways, sidewalks, loading areas, fire sprinklers
      systems, sanitary and storm sewer lines, utility services,
      heating/ventilation/air conditioning systems, electrical, mechanical or
      other systems, Building telephone equipment, and wiring servicing,
      plumbing, lighting, and any other items or areas which affect the
      operation or appearance of the Building, (but excluding persons performing
      services not uniformly available or performed for substantially all
      Building Tenants), and rental expense or a reasonable allowance for
      depreciation of personal property used in the maintenance, operation and
      repair of the Building.

            In addition, the Building Operating Costs shall include the
      Building's proportionate share of the Owner's Association dues connected
      with day-to-day operating, maintenance and repair of the common area of
      the Project, its equipment the adjacent walks, malls and landscaped areas,
      including by way of illustration but not limited to scavenger, gardening,
      security, striping, sealing, asphalt repair or replacement, and the cost
      of compensation (including employment taxes and fringe benefits) of all
      persons who perform regular and recurring duties connected with the above
      duties. The Building's proportionate share of the Owner's Association dues
      shall be computed on the basis of the ratio between the Gross Building
      square footage and the total Project square footage, as may be adjusted
      from time to time as other phases of the project are completed.

            (d) Gross-Up. If the rentable area of the Building is less than
      ninety-five percent (95%) occupied during any calendar year of the term as
      determined by Lessor, Lessor shall make an appropriate adjustment to the
      variable components of Building Operating Costs (e.g., utilities,
      janitorial services and other component expenses that are affected by
      variations in occupancy levels) for such year so that Tenant pays an
      equitable portion of the increases in all variable items of Building
      Operating Costs, as reasonably determined by Lessor; provided, however,
      that in no event shall Lessor be entitled to collect in excess of one
      hundred percent (100%) of the total Building Operating Cost increases from
      all of the tenants in the Building.

            (e) Net Rentable Area: The net rentable area is computed by
      measuring to the window glass of outer building walls, to the middle of'
      the Premises side of' public corridors and/or other permanent partitions
      and to the center of partitions which separate the adjoining rentable
      areas with no deduction for columns and projections necessary to the
      Building structure. On multi-tenant floors, common corridors and toilets,
      air conditioning rooms, fan rooms, janitorial closets, electrical and
      telephone closets and any other areas within and


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      exclusively serving that floor are considered common area and for purposes
      of this Section shall be allocated prorata to the Tenants on the floor.

      5.2 Lessee's Share. In the event the Building Operating Costs incurred by
      Lessor during any calendar year following the Base Year shall exceed
      Building Operating Costs incurred by Lessor during the Base Year, Lessee
      shall pay to Lessor an amount equal to twenty-five and 61/100ths percent
      (25.61%) of such increase, which share is computed on the basis of the
      ratio between Net Rentable Area in the Premises and Net Rentable Area in
      the Building. Lessee acknowledges that Lessee's proportionate share is
      based on the square footage of the lease space and is therefore subject to
      adjustment based on a final, mutually approved space plan.

      5.3 Payment. Within ninety (90) days after the end of each calendar year
      following the Base Year, Lessor shall furnish Lessee a written statement
      showing in reasonable detail Lessor's Building Operating Costs for the
      preceding calendar year and the Base Year, and showing the amount, it'
      any, of any increase or decrease in the sums due from Lessee taking into
      account prior increases paid by Lessee (if any). However, the failure of
      Lessor to supply such statement within said ninety (90) day period shall
      not constitute a waiver of Lessor's right to collect for any current or
      past due Building Operating Cost overages during the term of this Lease.
      Lessor and Lessee intend that the obligations of the preceding sentence
      shall survive the expiration or earlier termination of this Lease.
      Concurrent with the monthly rent payment next due following Lessee's
      receipt of such statement, Lessee shall pay to Lessor (in the case of an
      increase), or Lessor shall credit against the next rent due from Lessee
      (in the case of a decrease), all amount equal to the sum of (1) the
      difference between Building Operating Costs for the preceding calendar
      year and the Base Year less increases paid by Lessee (if any); and (2)
      one-twelfth (1/12th) of said increases for the current calendar year
      multiplied by the number of rent payments (including the current one) then
      elapsed in such calendar year. Thereafter the one twelfth (1/12th) shall
      be paid monthly with the rent until the adjustment the following year
      pursuant hereto. In no event shall the adjustment entitled Lessee to
      receive the benefit of a reduction in Building Operating Costs below the
      level of the initial Base Year during the term hereof.

      5.4 New Taxes. In addition to rent and other charges to be paid by Lessee
      hereunder, Lessee shall reimburse to Lessor, within thirty (30) days of
      receipt of a demand therefor, any and all taxes payable by Lessor (other
      than net income taxes) whether or not now customary or within the
      contemplation of the parties hereto; (a) upon, allocable to, or measured
      by the area of the Premises or on the rent payable hereunder, including
      without limitation any gross income tax or excise tax levied by the State,
      any political subdivision thereof, City or Federal Government with respect
      to the receipt of such rent; or (b) upon or with respect to the
      possession, leasing, operation, management, maintenance, alteration,
      repair, use or occupancy by Lessee of the Premises or any portion thereof;
      or (c) upon or measured by the value of Lessee's personal property,
      equipment or fixtures located in the Premises; or (d) upon this
      transaction or any document to which Lessee is a party creating or
      transferring an interest or an estate in the Premises. Lessee agrees to
      pay, before delinquency, any and all taxes levied or assessed and which
      become payable during the term hereof upon Lessee's equipment, furniture,
      fixtures and other personal property located in the Premises. For the
      purpose of determining said amount, figures supplied by the County
      Assessor as to the amount so assessed shall be conclusive. Lessee shall
      comply with the provisions of any law, ordinance or rule of the taxing
      authorities which require Lessee to file a report of Lessee's property
      located in the Premises.


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6.    USE

      6.1 Use. The Premises shall be used and occupied by Lessee for bank retail
      and loan office purpose and for no other purpose without the prior written
      consent of Lessor,

      6.2 Suitability. Lessee acknowledges that neither Lessor nor any agent of
      Lessor has made any representation or warranty with respect to the
      Premises or the Building or with respect to the suitability of either for
      the conduct of Lessee's business, nor has Lessor agreed to undertake any
      modification, alteration or improvement to the Premises except as provided
      in this Lease.

      6.3 Uses Prohibited.

            (a) Lessee shall not do or permit anything to be done in or about
      the Premises nor bring or keep anything therein which will in any way
      increase the existing rate or affect any fire or other insurance upon the
      Building or any of its contents (unless Lessee shall pay any increased
      premium as a result of such use or acts), or cause a cancellation of any
      insurance policy covering said Building or any part thereof or any of its
      contents, nor shall Lessee sell or permit to be kept, used or sold in or
      about said Premises any articles which may be prohibited by a standard
      form policy of fire insurance.

            (b) Lessee 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 unlawful or objectionable
      purpose, nor shall Lessee cause, maintain or permit any nuisance in or
      about the Premises. Lessee shall not commit or suffer to be committed any
      waste in or upon the Premises.

            (c) Lessee 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 or requirement of
      duly constituted public authorities now in force or which may hereafter be
      enacted or promulgated. Lessee 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 body now or hereafter constituted relating to or affecting the
      condition, use or occupancy of the Premises, excluding structural changes
      not relating to or affecting the condition, use or occupancy of the
      premises, or not related or afforded by Lessee's improvements or acts. The
      judgment of any court of competent jurisdiction or the admission of Lessee
      in any action against Lessee, whether Lessor be a party thereto or not,
      that Lessee his violated any law, statute, or ordinance or governmental
      rule, regulation or requirement, shall be conclusive of the fact as
      between Lessor and Lessee.

7.    SERVICE AND UTILITIES

      7.1 Lessor's Obligations. Lessor agrees to furnish to the Premises twenty
      four (24) hours a day (Monday through Friday) and 9:00 a.m. to 1:00 p.m.
      (Saturday), and subject to the Rules and Regulations of the Building
      (which are attached hereto as Exhibit "C") water, gas and electricity
      suitable for the intended use of the Premises, heat and air conditioning
      required in Lessor's judgment for the comfortable use and occupancy of the
      Premises, scavenger, janitorial and window washing service and elevator
      service, and security customary in similar buildings in the competing
      geographical areas. Lessor shall also maintain and keep lighted the common
      stairs, entries and toilet rooms in the Building. Any extra HVAC beyond
      these hours to be at Lessee's cost.


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      7.2 Lessee's Obligation. Lessee shall pay for, prior to delinquency, all
      telephone and all other materials and services, not expressly required to
      be paid by Lessor, which may be furnished to or used in, on or about the
      Premises during the term of this Lease.

      7.3 Lessee's Additional Requirements.

            (a) Lessee will not, without the written consent of Lessor, use any
      apparatus or device in the Premises, including but without limitation
      thereto, electronic data processing machines, punch card machines and
      machines using current in excess of I 10 volts, which will in any way
      increase the amount of electricity or water usually furnished or supplied
      for use of the Premises as general office space; nor connect with electric
      current, except through existing electrical outlets in the Premises, or
      water pipes, any apparatus or device, for the purposes of using electric
      current or water.

            (b) If Lessee shall require water or electric current in excess of
      that usually furnished or supplied for use of the Premises as general
      office space, Lessee shall first procure the consent of Lessor for the use
      thereof, which consent Lessor may refuse and Lessor may cause a water
      meter or electric current meter to be installed in the Premises, so as to
      measure he amount of water and electric current consumed for any such
      other use. The cost of such meters and of installation, maintenance and
      repair thereof shall be paid for by Lessee and Lessee agrees to pay Lessor
      promptly upon demand by Lessor for all such water and electric current
      consumed as shown by said meters, at the rates charged for such services
      by the City in which the Building is located or the local public utility,
      as the case may be, furnishing the same, plus any additional expense
      incurred in keeping account of the water and electric current so consumed.

            (c) Wherever heat generating machines or equipment are used in the
      Premises which affect the temperature otherwise maintained by the air
      conditioning system, Lessor reserves the right to install supplementary
      air conditioning units in the Premises and the cost thereof, including the
      cost of installation, operation, and maintenance thereof, shall be paid by
      Lessee to Lessor.

            7.4 Non-Liability. Lessor shall not be liable for, and Lessee shall
      not be entitled to, any abatement or reduction of rent by reason or
      Lessor's failure to furnish any of the foregoing when such failure is
      caused by accidents, breakage, repairs, strikes, lockouts or other labor
      disturbances or labor disputes of any character, or by any other cause
      similar or dissimilar, beyond the reasonable control of Lessor. Lessor
      shall not be liable under any circumstances, except for instances of
      Lessor's negligence, for loss of or injury to property, however occurring,
      through or in connection with or incidental to failure to furnish any of
      the foregoing.

8.    MAINTENANCE AND REPAIRS; ALTERATIONS AND ADDITIONS

      8.1 Maintenance and Repairs.

            (a) Lessor's Obligations. Lessor shall maintain in good order,
      condition and repair the Building and all other portions of the Premises
      not the obligation of Lessee or any other tenant in the Building.

            (b) Lessee's Obligations.

                  (i) Lessee at Lessee's sole cost and expense, except for
      services furnished by Lessor pursuant to Section 7 hereof, shall maintain
      the Premises in good order, condition and repair including the interior
      surfaces of the ceilings, walls and floors, all doors, interior windows,
      exterior windows at or below street level, all plumbing pipes, electrical
      wiring,


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      switches, fixtures and special items in excess of building standard
      furnishings, and equipment installed by or at the expense of Lessee.

                  (ii) Upon the expiration or earlier termination of this Lease,
      Lessee shall surrender the Premises in the same condition as received,
      ordinary wear and tear and damage by fire, earthquake, act of God or the
      elements alone excepted, and shall promptly remove or cause to be removed
      at Lessee's expense from the Premises and the Building any signs, notices
      and displays placed by Lessee.

                  (iii) Lessee agrees to repair any damage to the Premises or
      the Building caused by or in connection with the removal of any articles
      of personal property, business or trade fixtures, machinery, equipment,
      cabinetwork, furniture, movable partition or permanent improvements or
      additions, including without limitation thereto, repairing the floor and
      patching and painting the walls where required by Lessor to Lessor's
      reasonable satisfaction, all at Lessee's sole cost and expense. Lessee
      shall indemnify the Lessor against any loss or liability resulting from
      decay by Lessee in so surrendering the Premises, including without
      limitation any claims made by any succeeding tenant founded on such delay.

                  (iv) In the event Lessee fails to maintain the Premises in
      good order, condition and repair, Lessor shall give Lessee notice to do
      such acts as are reasonably required to so maintain the Premises. In the
      event Lessee fails to promptly commence such work and diligently prosecute
      it to completion, then Lessor shall have the right to do such acts and
      expend such funds at the expense of Lessee as are reasonably required to
      perform such work. Any amount so expended by Lessor shall be paid by
      Lessee promptly after demand with interest at ten percent (10%) per annum
      from the date of such work. Lessor shall have no liability to Lessee for
      any damage, inconvenience or interference with the use of the Premises by
      Lessee as a result of performing any such work.

            (c) Compliance with Law. Lessor and Lessee shall each do all acts
      required to comply with all applicable laws, ordinances, regulations and
      rules of any public authority relating to their respective maintenance
      obligations as set forth herein.

      8.2 Alterations and Additions.

            (a) Lessee shall make no alterations, additions or improvements to
      the Premises or any part thereof without obtaining the prior written
      consent of Lessor.

            (b) Lessor may impose as a condition to the aforesaid consent such
      requirements as Lessor may deem necessary in its sole discretion,
      including without limitation thereto, the manner in which the work is
      done, a right of approval of the contractor by whom the work is to be
      performed, the times during which is to be accomplished, and the
      requirement that upon written request of Lessor prior to the expiration or
      earlier termination of the Lease, Lessee will remove any and all permanent
      improvements or additions to the Premises installed at Lessee's expense
      and all movable partitions, counters, personal property, equipment,
      fixtures and furniture.

            (c) All such alterations, additions or improvements shall at the
      expiration or earlier termination of the Lease become the property of
      Lessor and remain upon and surrendered with the Premises, unless specified
      pursuant to Section 8.2(b) above.


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            (d) All articles of personal property and all business and trade
      fixtures, machinery and equipment, cabinetwork, furniture and movable
      partitions owned by Lessee or installed by Lessee at its expense in the
      Premises shall be and remain the property of Lessee and may be removed by
      Lessee at any time during the Lease term when Lessee is not in default
      hereunder.

9.    ENTRY BY LESSOR. Lessor reserves and shall at any and all times have the
      right to enter the Premises to inspect the same, to supply janitor service
      and any other service to be provided by Lessor to Lessee hereunder, to
      submit said Premises to prospective purchasers or Lessees, to post notices
      of non-responsibility and "for lease" signs, and to alter, improve or
      repair the Premises and any portion of the Building 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 the entrance to the Premises shall not be
      blocked thereby, and further providing that the business of Lessee shall
      not be interfered with unreasonably. Lessee hereby waives any claim for
      damages for any injury or inconvenience to or interference with Lessee's
      business, any loss of occupancy or quiet enjoyment of the Premises, and
      any other loss occasioned thereby. For each of the aforesaid purposes,
      Lessor shall at all times have and retain a key with which to unlock all
      of the doors in, upon and about the Premises, excluding Lessee's vaults
      and safes, and Lessor shall have the right to use any and all means which
      Lessor may deem proper to open said doors in an emergency, in order to
      obtain entry to the Premises and any entry to the Premises obtained by
      Lessor 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 Lessee from the
      Premises or any portion thereof. Any entry of Premises by Lessor shall be
      without liability to Lessee except for any failure to exercise due care
      for Lessee's property.

10.   LIENS. Lessee shall keep the Premises and any building of which the
      Premises are a part free from any liens arising out of work performed,
      materials furnished, or obligations incurred by Lessee and shall
      indemnify, hold harmless and defend Lessor from any liens and encumbrances
      arising out of any work performed or materials furnished by or at the
      direction of Lessee. In the event that Lessee shall not, within twenty
      (20) days following the imposition of any such lien, cause such lien to be
      released of record by payment or posting of a proper bond, Lessor shall
      have, in addition to all other remedies provided herein and by law, the
      right, but no obligation, to cause the same to be released by such means
      as it shall deem proper, including payment of the claim giving rise to
      such lien. All such sums paid by Lessor and all expenses incurred by it in
      connection therewith including attorney's fees and costs shall be payable
      to Lessor by Lessee on demand with interest at the rate of ten percent
      (10%) per annum. Lessor shall have the right at all times to post and keep
      posted on the Premises any notices permitted or required by law or which
      Lessor shall deem proper, for the protection of Lessor and the Premises,
      and any other party having an interest therein, from mechanics' and
      materialmen's liens, and Lessee shall give to Lessor at least ten (10)
      business days prior written notice of the expected date of commencement of
      any work relating to alterations or additions to the Premises.


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11.  INDEMNITY.

     11.1 Indemnity. Lessee shall indemnity and hold Lessor harmless from and
     defend Lessor against any and all claims of liability for any injury or
     damage to any person or property whatsoever; (1) occurring in, on or about
     the Premises or any part thereof; and (2) occurring in, on or about any
     facilities (including, without prejudice to the generality of the term
     "facilities," elevators, stairways, passageways, hallways, and parking
     areas), the use of which Lessee may have in conjunction with other tenants
     of the Building, when such injury or damage is caused in part or in whole
     by the act, neglect, fault or omission of any duty with respect to the same
     by Lessee, its agents, contractors, employees or invitees. Lessee shall
     further indemnify and hold Lessor harmless from and against any and all
     claims 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 negligence of Lessee, or any of its agents,
     contractors, employees and from and against all costs, attorney's fees,
     expenses and liabilities incurred in the defense of any such claim or any
     action or proceeding brought thereon. In case any action or proceeding be
     brought against Lessor by reason of any such claim, Lessee, upon notice
     from Lessor, shall defend the same at Lessee's expense by counsel
     reasonably satisfactory to Lessor, provided, however, that Lessee shall not
     be liable for damage or injury occasioned by the negligence or intentional
     acts of Lessor and its designated agents or employees unless covered by
     insurance Lessee is required to provide. Lessee, as a material part of the
     consideration to Lessor, hereby assumes all risk of damage to property or
     injury to persons in, upon or about the Premises from any cause and
     Lessee's hereby waives all claims in respect thereof against Lessor, except
     in instances where such damage or injury is caused by Lessors negligence.
     Lessor shall indemnify and hold Lessee harmless of all losses due to
     Lessor's negligence.

     11.2 Exemption of Lessor from Liability. Lessor shall not be liable for
     injury or damage which may be sustained by the person, goods, wares,
     merchandise or property of Lessee, its employees, invitees or customers, or
     any other person in or about the Premises caused by or resulting from fire,
     steam, electricity, gas, water or rain, which may leak or flow from or into
     any part of the Premises, or from the breakage, leakage, obstruction or
     other defects of the pipes, sprinklers, wires, appliances, plumbing, air
     conditioning or lighting fixtures of the same, whether the damage or injury
     results from conditions arising upon the Premises or upon other portions of
     the Building of which the Premises are a part, or from other sources.
     Lessor shall not be liable for any damages arising from any act or neglect
     of any other tenant of the Building.

12.  INSURANCE

      12.1 Coverage. Lessee shall, at all times during the term of this Lease,
      and at its own cost and expense procure and continue in force the
      following insurance coverage:

            (a) Bodily Injury and Property Damage Liability insurance with a
      combined single limit for bodily injury and property damage of not less
      than $1,000,000.

            (b) Fire and Extended Coverage Insurance, including vandalism and
      malicious mischief coverage, in an amount equal to the full replacement
      value of all fixtures, furniture and improvements.

     12.2 Insurance Policies. The aforementioned minimum limits of policies
     shall in no event limit the liability of Lessee hereunder. The aforesaid
     insurance shall name Lessor as an additional insured. Said insurance shall
     be with companies having a rating of not less


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      than AA in "Best's Insurance Guide." Lessee shall furnish from the
      insurance companies or cause the insurance companies to furnish
      certificates of coverage. No such policy shall be cancelable or subject to
      reduction of coverage or other modification or cancellation except after
      thirty (30) days prior written notice to Lessor by the insurer. All such
      policies shall be written as primary policies, not contributing with and
      not in excess of the coverage which Lessor may carry. Lessee shall, at
      least twenty (20) days prior to the expiration of such policies, furnish
      Lessor with renewals or binders. Lessee agrees that if Lessee does not
      take out and maintain such insurance, Lessor may (but shall not be
      required to) procure said insurance on Lessee's behalf and charge Lessee
      the premiums together with a twenty-five percent (25%) handling charge,
      payable upon demand. Lessee shall have the right to provide such insurance
      coverage pursuant to blanket policies obtained by Lessee provided such
      blanket policies expressly afford coverage to the Premises and to Lessee
      as required by this Lease. Lessee must provide certificate of insurance
      prior to initial occupancy of premises or Lessee shall be in default of
      Lease.

      12.3 Waiver of Subrogation. Lessor and Lessee each hereby waive any and
      all rights of recovery against the other or against the officers,
      employees, agents and representatives of the other, on account of loss or
      damage occasioned to such waiving party or its property or the property of
      others under its control to the extent that such loss or damage is insured
      against under any fire and extended coverage insurance policy which either
      may have in force at the time of such loss or damage. Lessee shall, upon
      obtaining the policies of insurance required under this Lease, give notice
      to the insurance carrier or carriers that the foregoing mutual waiver of
      subrogation is contained in this Lease.

13.   DAMAGE OR DESTRUCTION

      13.1 Partial Damage - Insured. In the event the Premises or the Building
      are damaged by any casualty which is covered under fire and extended
      coverage insurance carried by Lessor, then Lessor shall restore such
      damage provided insurance proceeds are available to pay eighty percent
      (80%) or more of the cost of restoration and provided such restoration can
      be completed within sixty (60) days after the commencement of the work in
      the opinion of a registered architect or engineer appointed by Lessor. In
      such event this Lease shall continue in full force and effect, except that
      Lessee shall be entitled to proportionate reduction of rent while such
      restoration takes place, such proportionate reduction to be based upon the
      extent to which the restoration efforts interfere with Lessee's business
      in the Premises.

      13.2 Partial Damage - Uninsured. In the event the Premises or the Building
      are damaged by a risk not covered by Lessor's insurance or the proceeds of
      available insurance are less than eighty percent (80%) of the cost of
      restoration, or if the restoration cannot be completed within sixty (60)
      days after the commencement of work in the opinion of the registered
      architect or engineer appointed by Lessor, then Lessor shall have the
      option either to (1) repair or restore such damage, this Lease continuing
      in full force and effect, but the rent to be proportionately abated as
      hereinabove provided, or (2) give notice to Lessee at any time within
      thirty (30) days after such damage terminating this Lease as of a date to
      be specified in such notice, which date shall be not less than thirty (30)
      nor more than sixty (60) days after giving such notice. In the event of
      the giving of such notice, this Lease shall expire and all interest of
      Lessee in the Premises shall terminate on such date so specified in such
      notice and the rent, reduced by any proportionate reduction based upon the
      extent, if any, to which said damage interfered with the use and occupancy
      of Lessee, shall be paid to the date of such termination; Lessor agrees to


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      refund to the Lessee any rent theretofore paid in advance for any period
      of time subsequent to such date.

      13.3 Total Destruction. In the event the Premises are totally destroyed or
      the Premises cannot be restored as required herein under applicable laws
      and regulations, not withstanding the availability of insurance proceeds,
      this Lease shall be terminated effective the date of the damage.

      13.4 Damage Near End of the Term. Notwithstanding anything to the contrary
      contained in Section 13, Lessor shall not have any obligation whatsoever
      to repair, reconstruct or restore the Premises when the damage resulting
      from any causality covered under this Section 13 occurs during the last
      twelve (12) months of the terms of this Lease or, any extension thereof.

      13.5 Lessor's Obligations. The Lessor shall not be required to repair any
      injury or damage by fire or other cause, or to make any restoration or
      replacement of any paneling, decorations, partitions, railings, floor
      covering, office fixtures or any other improvements or property installed
      in the Premises by Lessee or at the direct or indirect expense of Lessee.
      Lessee shall be required to restore or replace same in the event of
      damage. Except for 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.

14.   CONDEMNATION. If all or any part of the Premises shall be taken or
      appropriated for public or quasi-public use by right of eminent domain
      with or without litigation or transferred by agreement in connection with
      such public or quasi-public use, either party hereto shall have the right
      at its option exercisable within thirty (30) days of receipt of notice of
      such taking to terminate this Lease as of the date possession is taken by
      the condemning authority, provided, however, that before Lessee may
      terminate this Lease by reason of taking or appropriation as provided
      hereinabove, such taking or appropriation shall be of such an extent and
      nature as to substantially handicap, impede or impair Lessee's use of the
      Premises. If any part of the Building other than the Premises shall be so
      taken or appropriated, Lessor shall have the right at its option to
      terminate this Lease. No award for any partial or entire taking shall be
      apportioned, and Lessee hereby assigns to Lessor any award which may be
      made in such taking or condemnation, together with any and all rights of
      Lessee now or hereafter arising in or to the same or any part thereof;
      provided, however, that nothing contained herein shall be deemed to give
      Lessor any interest in or to require Lessee to assign to Lessor any award
      made to Lessee for the taking of personal property and fixtures belonging
      to Lessee and/or for the interruption of or damage to Lessee's business
      and/or for Lessee's unamortized cost of leasehold improvements. In the
      event of a partial taking which does not result in a termination of this
      Lease, rent shall be abated in the proportion which the part of the
      premises so made unusable bears to the rented area of the Premises
      immediately prior to the taking. No temporary taking of the Premises
      and/or of Lessee's rights therein or under this Lease shall terminate this
      Lease or give Lessee any right to any abatement of rent thereunder; any
      award made to Lessee by reason of any such temporary taking shall belong
      entirely to Lessee and Lessor shall not be entitled to share therein.


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15.   ASSIGNMENT AND SUBLETTING

      15.1 Lessor's Consent Required. Lessee shall not assign, transfer,
      mortgage, pledge, hypothecate or encumber this Lease or any interest
      therein, and shall not sublet the Premises or any part thereof, without
      the prior written consent of Lessor and any attempt to do so without such
      consent being first had and obtained shall be wholly void and shall
      constitute a breach of this Lease.

      15.2 Reasonable Consent. If Lessee complies with the following conditions,
      Lessor shall not unreasonably withhold its consent to the subletting of
      the Premises or any portion thereof or the assignment of this Lease.
      Lessee shall submit in writing to Lessor (a) the name and legal
      composition of the proposed sublessee or assignee; (b) the nature of the
      business proposed to be carried on in the Premises; (c) the terms and
      provisions of the proposed sublease; (d) such reasonable financial
      information as Lessor may request concerning the proposed sublessee or
      assignee.

      15.3 No Release of Lessee. No consent by Lessor to any assignment or
      subletting by Lessee shall relieve Lessee of any obligation to be
      performed by Lessee under this Lease, whether occurring before or after
      such consent, assignment or subletting. The consent by Lessor to any
      assignment or subletting shall not relieve Lessee from the obligation to
      obtain Lessor's express written consent to any other assignment or
      subletting. The acceptance of rent by Lessor from any other person shall
      not be deemed to be a waiver by Lessor of any provision of this Lease or
      to be a consent to any assignment, subletting or other transfer. Consent
      to one assignment, subletting or other transfer shall not be deemed to
      constitute consent to any subsequent assignment, subletting or other
      transfer.

      15.4 Attorney's Fees. In the event Lessor shall consent to a sublease or
      assignment under this Section 15, Lessee shall pay Lessor's reasonable
      attorney's fees not to exceed $500 incurred in connection with giving such
      consent.

      15.5 Excess Rent. In the event Lessee sublets the entire Premises or any
      part thereof, Lessee shall deliver to Lessor any "excess rent" (as such
      term is herein defined) within thirty (30) days of Lessee's receipt
      thereof. As used herein, "excess rent" shall mean any sums or economic
      consideration received by Lessee pursuant to such subletting in excess of
      the amount of the rent payable by Tenant under this Lease applicable to
      the part or parts of the Premises so sublet.

16.   SUBORDINATION

      16.1 Subordination. This Lease at Lessor's option shall be subject and
      subordinate to all ground or underlying leases which now exist or may
      hereafter be executed affecting the Premises or the land upon which the
      Premises are situated or both, and to the lien of any mortgages or deeds
      of trust in any amount or amounts whatsoever now or hereafter placed on or
      against the land or improvements or either thereof, of which the Premises
      are a part, or on or against Lessor's interest or estate therein, or on or
      against any ground or underlying lease without the necessity of the
      execution and delivery of any further instruments on the part of Lessee to
      effectuate such subordination. Such subordination is subject to and any
      agreement executed evidencing such subordination shall reflect that the
      Lessee's possession of the premises shall not be diminished or interfered
      with provided Lessee complies with the terms of this agreement and is not
      in default in the payment of rent. If any mortgagee, trustee or ground
      lessor shall elect to have this Lease prior to the lien of its mortgage,
      deed of trust or ground lease, and shall give written notice thereof to
      Lessee, this Lease shall be deemed prior to such


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      mortgage, deed of trust or ground lease, whether this Lease is dated prior
      or subsequent to the date of said mortgage, deed of trust, or ground lease
      or the date of the recording thereof.

      16.2 Subordination Agreements. Lessee covenants and agrees to execute and
      deliver upon demand without charge therefore, such further instruments
      evidencing such subordination of this Lease to such ground or underlying
      leases and to the lien of any such mortgages or deeds of trust as may be
      required by Lessor. Lessee hereby appoints Lessor as Lessee's
      attorney-in-fact, irrevocably, to execute and deliver any such agreements,
      instruments, releases or other documents.

      16.3 Quiet Enjoyment. Lessor covenants and agrees with Lessee that upon
      Lessee paying rent and other monetary sums due under the Lease, performing
      its covenants and conditions under the Lease and upon recognizing
      purchaser as Lessor pursuant hereto, Lessee shall and may peaceably and
      quietly have, hold and enjoy the premises for the term subject, however,
      to the terms of the Lease and of any of the aforesaid ground leases,
      mortgages or deeds of trust described above.

      16.4 Attornment. In the event any proceedings are brought for default
      under ground or any underlying lease or in the event of foreclosure or the
      exercise of the power of sale under any mortgage or deed of trust made by
      the Lessor covering the Premises, the Lessee shall attorn to the purchaser
      upon any such foreclosure or sale and recognize such purchaser as the
      Lessor under this Lease, provided said purchaser expressly agrees in
      writing to be bound by the terms of the Lease.

17.   DEFAULTS; REMEDIES

      17.1 Default. The occurrence of any of the following shall constitute a
      material default and breach of this Lease by Lessee:

            (a) Any failure by Lessee to pay the rent or any other monetary sums
      required to be paid hereunder;

            (b) The abandonment or vacation of the Premises by Lessee,

            (c) A failure by Lessee to observe and perform any other provision
      of this Lease to be observed or performed by Lessee;

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

      17.2 Remedies. In the event of any such material default or breach by
      Lessee, Lessor may, at any time thereafter without limiting Lessor in the
      exercise of any right or remedy at law or in equity which Lessor may have
      by reasons of such default or breach:

            (a) Maintain this Lease in full force and effect and recover the
      rent and other monetary charges as they become due, without terminating
      Lessee's right to possession irrespective of whether Lessee shall have
      abandoned the Premises. In the event Lessor elects not to terminate the
      Lease, Lessor shall have the right to attempt to re-let the Premises at
      such rent and upon such conditions and for such a term, and to do all acts
      necessary to


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      maintain or preserve the Premises as Lessor deems reasonable and necessary
      without being deemed to have elected to terminate the lease, including
      removal of all persons and property from the Premises; such property may
      be removed and stored in a public warehouse or elsewhere at the cost of
      and for the account of Lessee. In the event any such re-letting occurs,
      this Lease shall terminate automatically upon the new Lessee taking
      possession of the Premises. Notwithstanding that Lessor fails to elect to
      terminate the Lease initially, Lessor at any time during the term of this
      Lease, may elect to terminate this Lease by virtue of such previous
      default of Lessee.

            (b) Terminate Lessee's right to possession by any lawful means, in
      which case this Lease 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 without limitation thereto, the
      following: (i) the worth at the time of award of any unpaid rent which has
      been earned at the time of such termination; plus (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 is could have been reasonably avoided; plus (iii)
      the worth at the time of award of the amount by which the rent for the
      balance of the term after the time of award exceeds the amount of such
      rental loss that is could be reasonably avoided; plus (iv) any other
      amount necessary to compensate Lessor for all the detriment proximately
      caused by Lessee's failure to perform his obligations under this Lease or
      which in the ordinary course of events would be likely to result
      therefrom; plus (v) at Lessor's election, such other amounts in addition
      to or in lieu of the foregoing as may be permitted from time to time by
      applicable State law. Upon any such re-entry Lessor shall have the right
      to make any reasonable repairs, alterations or modifications to the
      Premises, which Lessor in its sole discretion deems reasonable and
      necessary. As used in (i) above, the "worth at the time of award" is
      computed by allowing interest at the rate of ten percent (10%) per annum
      from the date of default. As used in (ii) and (iii) the "worth at the time
      of award" is computed by discounting such amount at the discount rate of
      the U.S. Federal Reserve Bank at the time of award plus one percent (1%).
      The term "rent," as used in this Section 17, shall be deemed to be and to
      mean the rent to be paid pursuant to Section 3 and all other monetary sums
      required to be paid by Lessee pursuant to the terms of this Lease.

      17.3 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 on Lessor by the terms of any mortgage or trust deed covering the
      Premises. Accordingly, it' any installment of rent 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, Lessee shall pay to Lessor a
      late charge equal to ten percent (10%) of such overdue amount. Failure of
      Lessee to pay said late fee within five (5) days of its becoming due shall
      be deemed a breach of this Lease. 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.

      17.4 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)


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      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 obligations,
      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 thirty-day
      period and thereafter diligently prosecutes the same to completion.

18.   MISCELLANEOUS

      18.1 Estoppel Certificate.

            (a) Lessee shall at any time upon not less than five (5) day's prior
      written notice from Lessor execute, acknowledge and deliver to Lessor a
      statement in writing (i) 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 rent and other charges are
      paid in advance, if any, and (ii) acknowledging that there are not, to
      Lessee's knowledge, any uncured defaults on the part of Lessor hereunder,
      or specifying such defaults if any are claimed. Any such statement may be
      conclusively relied upon by any prospective purchaser or encumbrancer of
      the Premises.

            (b) Lessee's failure to deliver such statement within such time
      shall be conclusive upon Lessee (i) that this Lease is in full force and
      effect, without modification except as may be represented by Lessor, (ii)
      that there are no uncured defaults in Lessor's performance, and (iii) that
      not more than one month's rent has been paid in advance.

            (c) If Lessor desires to finance or refinance the Building, or any
      part thereof, Lessee hereby agrees to deliver to any lender designated by
      Lessor such financial statements of Lessee as may be reasonably required
      by such lender. Such statements shall include the past three years'
      financial statements of Lessee. All such financial statements shall be
      received by Lessor in confidence and shall be used only for the purposes
      herein set forth.

      18.2 Transfer of Lessor's Interest. In the event of a sale or conveyance
      by Lessor of Lessor's interest in the Premises or the Building other than
      a transfer for security purposes only, Lessor shall be relieved from and
      after the date specified in any such notice of transfer of all obligations
      and liabilities accruing thereafter on the part of Lessor, provided that
      any funds in the hands of Lessor at the time of transfer in which Lessee
      has an interest, shall be delivered to the successor of Lessor. This Lease
      shall not be affected by any such sale and Lessee agrees to attorn to the
      purchaser or assignee provided all Lessor's obligations hereunder are
      assumed in writing by the transferee.

      18.3 Captions; Attachments; Defined Terms.

            (a) The captions of the paragraphs of this Lease are for convenience
      only and shall not be deemed to be relevant in resolving any question of
      interpretation or construction of any section of this Lease.

            (b) Exhibits attached hereto, and addendums and schedules initiated
      by the parties, are deemed by attachment to constitute part of this Lease
      and are incorporated herein.

            (c) The words "Lessor" and "Lessee," as used herein, shall include
      the plural as well as the singular. Words used in neuter gender include
      the masculine and feminine and words in the masculine or feminine gender
      include the neuter. If there be more than one Lessor or Lessee, the
      obligations hereunder imposed upon Lessor or Lessee shall be joint and
      several;


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      as to a Lessee which consists of husband and wife, the obligations shall
      extend individually to their sole and separate property as well as
      community property. The term "Lessor" shall mean only the owner or owners
      at the time in question of the fee title or a tenant's interest in a
      ground lease of the land underlying the Building. The obligations
      contained in this Lease to be performed by Lessor shall be binding on
      Lessor's successor's and assigns only during their respective periods of
      ownership.

      18.4 Entire Agreement. This instrument along with any exhibits and
      attachments hereto constitutes the entire agreement between Lessor and
      Lessee relative to the Premises and this Agreement and the exhibits and
      attachments may be altered, amended or revoked only by an instrument in
      writing signed by both Lessor and Lessee. Lessor and Lessee agree hereby
      that all prior or contemporaneous oral agreements between and among
      themselves and their agents or representatives relative to the leasing of
      the Premises are written in or revoked by this Agreement.

      18.5 Severability. If any term or provision of this Lease shall, to any
      extent, be determined by a court of competent jurisdiction to be invalid
      or unenforceable, the remainder of this Lease shall not be affected
      thereby, and each term and provision of this Lease shall be valid and be
      enforceable to the fullest extent permitted by law.

      18.6 Costs of Suit.

            (a) If Lessee or Lessor shall bring any action for any relief
      against the other, declaratory or otherwise, arising out of this Lease,
      including any suit by Lessor for the recovery of rent or possession of the
      Premises, the losing party shall pay the successful party a reasonable sum
      for attorney's fees which shall be deemed to have accrued on the
      commencement of such action and shall be paid whether or not such action
      is prosecuted to judgment.

            (b) Should Lessor, without fault on Lessor's part, be made a party
      to any litigation instituted by Lessee or by any third party against
      Lessee, or by or against any person holding under or using the Premises by
      license of Lessee, or for the foreclosure of any lien for labor or
      material furnished to or for Lessee or any such other person or otherwise
      arising out of or resulting from any act or transaction of Lessee or of
      any such other person, Lessee covenants to save and hold Lessor harmless
      from any judgment rendered against Lessor or the Premises, or any part
      thereof, and all costs and expenses, including reasonable attorneys' fees,
      incurred by Lessor in or in connection with such litigation.

            (c) If Lessee or Lessor or their successors as assigns shall bring
      an action against Broker or make Broker a party to litigation arising out
      of this Lease, Broker shall be entitled to recover reasonable attorney's
      fees and court costs from either Lessor or Lessee if Broker is adjudged by
      a court of competent jurisdiction to be without fault in such matter.

      18.7 Time; Joint and Several Liability. Time is of the essence of this
      Lease and each and every provision hereof, except as to the conditions
      relating to the delivery of possession of the Premises to Lessee. All the
      terms, covenants and conditions contained in this Lease to be performed by
      either party, if such party shall consist of more than one person or
      organization, shall be deemed to be joint and several, and all rights and
      remedies of the parties shall be cumulative and nonexclusive of any other
      remedy at law or in equity.

      18.8 Binding Effect; Choice of Law. The parties hereto agree that all
      provisions hereof are to be construed as both covenants and conditions as
      though the words importing such covenants and conditions were used in each
      separate paragraph hereof. Subject to any provisions hereof restricting
      assignment or subletting by Lessee and subject to Section 18.2,


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      all of the provisions hereof shall bind and inure to the benefit of the
      parties hereto and their respective heirs, legal representatives,
      successors and assigns. This lease shall be governed by the laws of the
      State of California.

      18.9 Waiver. No covenant, term or condition or the breach thereof shall be
      deemed waived, except by written consent of the party against whom the
      waiver is claimed, and any waiver or the breach of any covenant, term or
      condition shall not be deemed to be a waiver of any preceding or
      succeeding breach of the same or any other covenant, term or condition.
      Acceptance by Lessor of any performance by Lessee after the time the same
      shall have become due shall not constitute a waiver by Lessor of the
      breach or default of any covenant, term or condition unless otherwise
      expressly agreed to by Lessor in writing.

      18.10 Surrender of Premises. The voluntary or other surrender of this
      Lease by Lessee, or a mutual cancellation thereof, shall not work a
      merger, and shall, at the option of the Lessor, terminate all or any
      existing subleases or subtenancies, or may, at the option of Lessor,
      operate as an assignment to it of any or all such subleases or
      subtenancies.

      18.11 Holding Over. If Lessee remains in possession of all or any part of
      the Premises after the expiration of the term hereof, with or without the
      express or implied consent of Lessor, such tenancy shall be from month to
      month only, and not a renewal hereof or an extension for any further term,
      and in such case, rent and other monetary still due hereunder shall be
      payable in the amount of 150% of the then current rent being paid and at
      the time specified in this Lease and such month to month tenancy shall be
      subject to every other term, covenant and agreement contained herein.

      18.12 Signs.

            (a) Lessee shall not place or permit to be placed in or upon the
      Premises, where visible from outside the Premises, or outside the Premises
      or any part of the Building any signs, notices, drapes, shutters, blinds
      or displays of any type without the prior written consent of Lessor.

            (b) Lessor reserves the right in Lessor's sole discretion to place
      and locate on the roof, exterior of the Building, and in any area of the
      Building not leased to Lessee such signs, notices, displays and similar
      items as Lessor deems appropriate in the proper operation of the Building.

      18.13 Reasonable Consent. Except as limited elsewhere in this Lease,
      wherever in this Lease Lessor or Lessee is required to give its consent or
      approval to any action on the part of the other, such consent or approval
      shall not be unreasonably withheld. In the event of failure to give any
      such consent, the other party shall be entitled to specific performance at
      law and shall have such other remedies as are reserved to it under this
      Lease, but in no event shall Lessor or Lessee be responsible in monetary
      damages for failure to give consent unless said consent is withheld
      maliciously or in bad faith.

      18.14 Interest on Past Due Obligations. Except as expressly provided, any
      amount due to Lessor not paid when due shall bear interest at eighteen
      percent (18%) per annum from the due date. Payment of such interest shall
      not excuse or cure any default by Lessee under this Lease.

      18.15 Rules and Regulations; Parking. Lessee shall have the right to park
      in the Project's parking facilities in common with other tenants of the
      Project upon terms and conditions as may from time to time be established
      by Lessor or the Project's Ownership Association. Parking for the Project
      is available at no cost and is on a nonexclusive, first-come, first served
      basis. The Project provides parking at the ratio of four spaces per
      thousand usable square feet of building area. Lessee agrees not to
      overburden the parking facilities and


                                       93
<PAGE>

      agrees to cooperate with Lessor and other Lessees in the use of the
      parking facilities. The term "overburden" shall mean any parking facility
      use in excess of the ratio provided above. In the event Lessee
      consistently overburdens the parking facilities, and is notified of such
      by Lessor, and Lessee does not comply with measures to alleviate said
      overburdening, Lessee shall be deemed in default of this Lease and shall
      be subject to any Lessor remedies provided for in this Lease.

      18.16 Notices. All Notices or demands of any kind required or desired to
      be given by Lessor or Lessee hereunder shall be in writing and shall be
      deemed delivered forty-eight (48) hours after depositing the notice or
      demand in the United States mail, certified or registered, postage
      prepaid, addressed to the Lessor or Lessee respectively at the addresses
      set forth after their signatures at the end of this Lease.

      18.17 Corporate Authority. If Lessee 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 duly adopted resolution of the
      Board of Directors of said corporation or in accordance with the By-laws
      of said corporation, and that this Lease is binding upon said corporation
      in accordance with its terms. If Lessee is a corporation Lessee shall,
      within thirty (30) days after execution of this Lease, deliver to Lessor a
      certified copy of a resolution of the Board of Directors of said
      corporation authorizing or ratifying the execution of this Lease.

      18.18 Recordation. Neither Lessor nor Lessee shall record this Lease or a
      short form memorandum hereof without the prior written consent of the
      other party.

      18.19 Inability to Perform. This Lease and the obligations of the Lessee
      hereunder shall not be affected or impaired because the Lessor 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
      Lessor.

      18.20 Americans with Disabilities Act. Any other provision of this Lease
      notwithstanding, the parties hereby agree that the demised premises may be
      subject to the terms and conditions of the Americans with Disabilities Act
      of 1990 (hereinafter the "ADA"). The parties further agree and acknowledge
      that it shall be the sole responsibility of the Lessee to comply with any
      and all provisions of the ADA, as such compliance may be required to
      operate the demised premises. The Lessee further agrees to indemnify and
      hold the Lessor harmless against any claims which may arise out of
      Lessee's failure to comply with the ADA. Such indemnification shall
      include, but not necessarily be limited to reasonable attorney's fees,
      court costs and judgments as a result of said claims.

19.   Additional Paragraphs 20 through 24 are attached hereto and made a part of
      the Lease.

In Witness Whereof, Lessor and Lessee have executed this Lease the date and year
first above written.

LESSOR:                                         LESSEE:
Eureka Corporate Plaza Ltd., P.P.               Feather River State
1613 Eureka Road, Suite 100                     1227 Bridge Street, Suite C
Roseville, CA 95661                             Yuba City, CA 95992
By: Rodney A. Mitchell, General Partner         By: Larry Hartwig
Dated: 7/31/00                                  Dated: 7/28/00


                                       94
<PAGE>

                ADDENDUM TO THAT CERTAIN LEASE DATED JULY 26,2000
                                 BY AND BETWEEN

                   EUREKA CORPORATE PLAZA, LTD., LP., "LESSOR"
                                       AND
          FEATHER RIVER STATE BANK, A CALIFORNIA CORPORATION, "LESSEE"

20.   RENT SCHEDULE.

<TABLE>
<CAPTION>
           Months:   Rate/SF:   Base Monthly Rent on a Fully Serviced Basis:
           <S>       <C>        <C>
           01-02     $0.00      $0.00
           03-14     $1.65      Six Thousand Two Hundred Ninety Six and 40/100ths Dollars ($6,296 40)
           15-26     $1.65      Six Thousand Two Hundred Ninety Six and 40/100ths Dollars ($6,296.40).
           27-38     $1.75      Six Thousand Six Hundred Seventy Eight and no/ 100ths  Dollars ($6,678.00).
           39-50     $1.75      Six Thousand Six Hundred Seventy Eight and no/ 100ths Dollars ($6,678.00).
           51-62     $1.85      Seven Thousand Fifty Nine and 60/100ths Dollars ($7,059.60).
</TABLE>

      Lessee acknowledges that the above Base Rent amount is based on the square
      footage of the lease space and is therefore subject to adjustment based on
      a final, mutually approved space plan.

21.   OPTION TO RENEW: Lessor hereby grants to Lessee the option to renew this
      Lease for an additional term of five (5) years upon the same terms and
      conditions as herein contained, except as modified by this paragraph
      provided that Lessee not be in material default under this lease at the
      time the option is exercised. This option must be exercised by written
      notice to Lessor no later than ninety (90) days prior to the expiration of
      the existing lease. The total rent for the Premises in the event this
      lease is so extended shall be negotiated by the parties at the then
      current Fair Market Value, provided however, that the negotiated rent
      shall in no event be less than the then current rent being paid by Lessee.
      In the event that the parties hereto are not able to mutually agree upon a
      rental figure within ten (10) days after Lessee notifies Lessor of its
      election to extend the terms of this Lease, then Lessor and Lessee shall
      individually appoint in writing one real estate broker each with at least
      five (5) years experience in the Commercial Real Estate market. The two
      brokers so appointed shall select and appoint a third similarly qualified
      broker. The brokers shall, within (15) days of appointment, submit their
      opinions of Fair Market Value. Fair Market Value shall be the average of
      the two appraisal figures, which are the closest together. Each of the
      parties hereto shall pay for the services of its respective appointee and
      shall equally split the cost of the third. The fair market value opinions
      of the brokers shall be conclusive and binding on the parties. The maximum
      lease rate at the start of the initial renewal period shall be "capped" at
      $ 1.90 per square foot with $.05 per square foot per month annual
      increases.

22.   SIGNAGE: Landlord shall grant Lessee the right to place two (2) signs on
      the building. The locations of the signs are to be discussed. The signage
      shall conform to all City of Roseville signage criteria and shall be
      subject to Landlord's review and approval. The cost of the signs,
      installation, maintenance and removal shall be at Tenant's sole cost. The
      interior directory signage shall be paid for and installed by Landlord.
      Upon expiration of Lease or vacation of premises, Lessee shall return
      building back to its original condition that it was prior to the
      installment of the sign.

      Additionally, Lessee shall have the right to install a monument with
      Lessee's signage in accordance with the City of Roseville's signage
      criteria and subject to Landlord's review and approval.

23.   KEYS: Lessor shall provide Lessee with one key per lock. Lessee shall be
      entitled to have additional keys made with Lessor's approval.

24.   BROKERAGE FEE: Landlord shall pay a brokerage fee equal to five percent
      (5%) of the total rental consideration over the initial Lease term to be
      paid to TRI Commercial (Steve Lefler-Listing and Boyd Cahill-Procuring).
      The first half of the commission shall be paid upon the execution of the
      Lease, and the second half upon commencement of rent.


                                       95
<PAGE>

      This Agreement has been prepared for submission to your attorney for his
      approval. No representation or recommendation is made by the real estate
      Broker(s) or their agents or employees as to the legal sufficiency, legal
      effect, or tax consequences of this Agreement or the transaction involved
      herein.

      AGREED TO AND ACCEPTED

Eureka Corporate Plaza Ltd., P.P.             Feather River State
1613 Eureka Road, Suite 100                   1227 Bridge Street, Suite C
Roseville, CA 95661                           Yuba City, CA 95992
By: Rodney A. Mitchell, General Partner       By: Larry Hartwig
Dated: 7/31/00                                Dated: 7/28/00

                                   EXHIBIT "A"
                   (Site Plan - not include in this document)

                                   EXHIBIT "B"
                   (Floor Plan - not include in this document)

                                   EXHIBIT "C"
                              RULES AND REGULATIONS

1.    No sign, placard, picture, advertisement, name or notice shall be
      inscribed, displayed or printed or affixed on or to any part of the
      outside or inside of the Building or the Premises without the written
      consent of Lessor first hand and obtained and Lessor shall have the right
      to remove any such sign, placard, picture, advertisement, name or notice
      without notice to and at the expense of Lessee. Lessee shall not place
      anything or allow anything to be placed near the glass of any window,
      door, partition or wall which may appear unsightly from outside "the
      Premises"; provided, however, the Lessor is to furnish and install a
      building standard window drapery at all exterior windows.

2.    The bulletin board or directory of the Building will be provided
      exclusively for the display of the name and location of Lessee only and
      Lessor reserves the right to exclude any other names therefrom.

3.    The sidewalks, halls, passages, exits, entrances and stairways shall not
      be obstructed by any of the tenants or used by them for any purpose other
      than for ingress to and egress from their respective Premises. The halls,
      passages, exits, entrances, stairways, balconies and roof are not for the
      use of the general public, and the Lessor shall in all cases retain the
      right to control and prevent access thereto by all persons whose presence
      in the judgment of the Lessor shall be prejudicial to the safety,
      character, reputation and interests of the Building and its tenants,
      provided that nothing herein contained shall be construed to prevent such
      access to persons with whom the Lessee normally deals in the ordinary
      course of Lessee's business unless such persons are engaged in illegal
      activities. No tenant and no employees or invitees of any tenant shall go
      upon the roof of the Building.

4.    Lessee still not alter any lock or install any new or additional locks or
      any bolts on any door of the Premises without the written consent of
      Lessor.

5.    The toilet rooms, urinals, wash bowls and other apparatus shall not be
      used for any purpose other than that for which they were constructed and
      no foreign substance of any kind whatsoever shall be thrown therein and
      the expense of any breakage, stoppage or damage resulting from the
      violation of this rule shall be borne by the Lessee who, or whose
      employees or invitees shall have caused it.

6.    Lessee shall not overload the floor of the Premises or mark, drive nails,
      screw or drill into the partitions, woodwork or plaster or in any way
      deface the Premises or any part thereof. No boring, cutting or stringing
      of wires or laying of linoleum or other similar floor coverings shall he
      permitted except with the prior written consent of the Lessor and as the
      Lessor may direct.

7.    No furniture, freight or equipment of any kind shall he brought into the
      Building without the consent of Lessor and all moving of the same into or
      out of the Building shall be done at such time and in such manner as
      Lessor shall designate. Lessor shall have the right to prescribe the
      weight, size and position of all safes and other heavy equipment brought
      into


                                       96
<PAGE>

      the building and also the times and manner of moving the same in and out
      of the Building. Safes or other heavy objects shall, if considered
      necessary by Lessor, stand on wood strips of such thickness as is
      necessary to properly distribute the weight. Lessor will not be
      responsible for loss of or damage to any such sale or property from any
      cause and all damage done to the Building by moving or maintaining any
      such safe or other property shall be repaired at the expense of Lessee.
      There shall not be used in any space, or in the public halls of the
      Building, either by any tenant or others, any hand trucks except those
      equipped with rubber tires and side guards.

8.    Except with the written consent of Lessor, no person or persons other than
      those approved by Lessor shall be permitted to enter the building for the
      purpose of cleaning the same. Lessee shall not cause an unnecessary labor
      by reason of Lessee's carelessness or indifference in the preservation of
      good order and cleanliness. Lessor shall in no way be responsible to any
      Lessee for any loss of property on the Premises, however occurring, or for
      any damage done to the effects of any Lessee by the janitor or any other
      employee or any other person.

9.    Lessee shall not use, keep or permit to be used or kept any food or
      noxious gas or substance in the Premises, or permit or suffer the Premises
      to be occupied or used in a manner offensive or objectionable to the
      Lessor or other occupants of the Building by reason of noise, odors and/or
      vibrations, or interfere in any way with other tenants or those having
      business therein, nor shall any animals or birds be brought in or kept in
      or about the Premises or the Building. No Lessee shall make or permit to
      be made any unseemly or disturbing noises or disturb or interfere with
      occupants of this or neighboring Buildings or premises or those having
      business with them whether by the use of any musical instrument, radio,
      phonograph, unusual noise, or in any other way. No Lessee shall throw
      anything out of doors or down the passageways.

10.   The Premises shall not be used for manufacturing or for the storage of
      merchandise except as such storage may be incidental to the use of the
      Premises for general office purposes. No Lessee shall occupy or permit any
      portion of his treatises to be occupied as an office for a public
      stenographer or typist, or for the manufacture or sale of liquor, or
      tobacco in any form, or as a barber shop or manicure shop. No Lessee shall
      advertise for laborers giving an address at the Premises. The Premises
      shall not be used for lodging or sleeping or for any illegal purposes.

11.   Lessee shall not use or keep in the Premises or the Building any kerosene,
      gasoline or inflammable or combustible fluid or material, or use any
      method of heating or air conditioning other than that supplied by Lessor.

12.   Lessor will direct electricians as to where and how telephone and
      telegraph wires are to he introduced. No boring or cutting for wires will
      he allowed without the consent of Lessor. The location of telephones, call
      boxes and other office equipment affixed to the Premises shall be subject
      to the approval of Lessor.

13.   All keys to offices, rooms and toilet rooms shall be obtained from
      Lessor's Office and Lessee shall not from any other source duplicate,
      obtain keys or have keys made without Lessor's approval. The Lessee, upon
      termination of the tenancy, shall deliver to the Lessor the keys of the
      offices, rooms and toilet rooms which shall have been furnished or shall
      pay the Lessor the cost of replacing same or changing the lock or locks
      opened by such lost key if Lessor deems it necessary to make such change.

14.   No Lessee shall lay linoleum, tile, carpet or other similar floor covering
      so that the same shall be affixed to the floor of the Premises in any
      manner except as approved by the Lessor. The expense of repairing any
      damage resulting from a violation of this rule or removal of any floor
      covering shall be borne by the Lessee by whom, or by whose contractors,
      employees or invitees, the damage shall have been caused.

15.   No furniture, packages, supplies, equipment or merchandise will be
      received in the Building, except between such hours as shall be designated
      by Lessor.

16.   On Sundays, legal Holidays and on Saturday commencing at 12:00 noon, and
      on other days between the hours of 7:00 P.M. and 7:00 A.M. the following
      day, access to the building, or to the halls, corridors, or stairways in
      the Building, or to the Premises may be refused unless the person seeking
      access is known to the person or employee of the building in charge and
      has a pass or is properly identified. The Lessor shall in no case be
      liable for damages for any error with regard to the admission to or
      exclusion of Building of any person. The Lessor reserves the right to
      prevent access to the Building for the safety of the tenants and
      protection of property in the Building and the Building. Lessor reserves
      the right to close and keep locked all entrance and exit doors of the
      Building on Sundays, legal Holidays, and on Saturdays commencing at 12:00
      noon, and on other days between the hours of 7:00 P.M. and 7:00 A.M., and
      during such further hours as Lessor may deem advisable for the adequate
      protection of said Building and the property of its tenants.


                                       97
<PAGE>

17.   Lessee shall see that the doors of the Premises are closed and securely
      locked before leaving the Building and must observe strict care and
      caution that all water faucets or water apparatus are entirely shut off
      before Lessee or Lessee's employees leave the building, and that all
      electricity shall likewise be carefully shut off, so as to prevent waste
      or damage, and for any default or carelessness Lessee shall make good all
      injuries sustained by other tenants or occupants of the Building.

18.   Lessor reserves the right to exclude or expel from the Building any person
      who, in the judgment of Lessor, is intoxicated or under the influence of
      liquor or drugs, or who shall in any manner do any act in violation of any
      of the rules and regulations, of the Building.

19.   The requirements of Lessee will be attended to only upon application at
      the Office of the Building. Employees of Lessor shall not perform any work
      or do anything outside of their regular duties unless under special
      instructions from the Lessor, and no employee will admit any person
      (Lessee or otherwise) to any office without specific instructions from the
      Lessor.

20.   No vending machine or machines of any description shall be installed,
      maintained, or operated upon the Premises without the written consent of
      the Lessor.

21.   Lessor shall have the right, exercisable without notice and without
      liability to Lessee, to change the name and the street address of the
      Building of which the Premises are a part.

22.   Lessee agrees that it shall comply with all fire and security regulations
      that may be issued from time to time by Lessor and Lessee also shall
      provide Lessor with the name of a designated responsible employee to
      represent Lessee in all matters pertaining to such fire or security
      regulations.

23.   Lessor reserves the right by written notice to Lessee, to rescind, alter
      or waive any rule or regulation at any time prescribed for the Building
      when, in Lessor's judgement, it is necessary, desirable or proper for the
      best interest of the Building and its tenants.

24.   Lessees shall not disturb, solicit, or canvass any occupant of the
      Building and shall cooperate to prevent same.

25.   Without the written consent of Lessor, Lessee shall not use the name of
      the Building and shall cooperate to prevent same.

26.   Lessor shall furnish heating and air conditioning during the hours of 7:00
      A.M. to 7:00 P.M. Monday through Friday and 9:00 A.M. to 1:00 P.M. on
      Saturday, except for Holidays (or to common areas only if Lease is
      Modified Gross).

27.   Lessee shall have the right to park in the Project's parking facilities in
      common with other tenants of the Project upon terms and conditions as may
      from time to time be established by Lessor or the Project's Ownership
      Association. Parking for the Project is available at no cost and is on a
      non-exclusive, first-come, first served basis. The Project provides
      parking at the ratio of four spaces per thousand usable square feet of
      building area. Lessee agrees not to overburden the parking facilities and
      agrees to cooperate with Lessor and other Lessees in the use of the
      parking facilities. The term "overburden" shall mean any parking facility
      use in excess of the ratio provided above. In the event Lessee
      consistently overburdens the parking facilities, and is notified of such
      by Lessor, and Lessee does not comply with measures to alleviate said
      overburdening, Lessee shall be deemed in default of this Lease and shall
      be subject to any Lessor remedies provided for in this Lease.

28.   Keys shall not be changed without out the Lessor's knowledge and written
      approval.

                                    EXHIBIT D
                    AGREEMENT FOR THE COMPLETION OF PREMISES

TENANT IMPROVEMENTS:

In consideration of Lessee's execution of this Lease, Lessor, at Lessor's sole
cost and expense, shall provide Lessee with building standard improvements in a
turn-key buildout per the office floor plan attached in "Exhibit B".

Lessor and Lessee acknowledge that any change orders to Exhibit "B" shall be at
Lessee's sole cost and expense. The improvements shall be in accordance with the
following specifications:


                                       98
<PAGE>

                        BUILDING STANDARD SPECIFICATIONS

WALLS:            Knock down textured and painted with flat wall paint. Selected
                  from standard colors.

DOORS:            Paint grade doors with metal jams (all painted one color),
                  selected from standard colors. Size is 3080.

HARDWARE.         Falcon (B101D) commercial latch sets. All passage except entry
                  is lock set. Brushed aluminum finish.

CEILING:          2 x 2 5/8 grid white regular the.

BLINDS:           Standard color PVC vertical blinds. Selected from standard
                  colors.

FLOOR COVERING:   A. Carpet is to be selected from building standard samples.
                     Allowance is based on $1 5.00 per square yard installed,
                     including base.

                  B. Vinyl is to be selected from building standards.

                  C. Base is rubber, standard color, selected from building
                     standards.

LIGHT FIXTURES:   A. 2 x 4 "Lithonia" 2 PMGB340 ESB3-34W.

                  B. Fluorescent down light "Halo" H-274-400 1-F13DTT.

TELEPHONE & DATA: Lessee shall provide its own telephone and data cable and
                  installation and Lessor shall provide the "ring and (pull)
                  string" to each mutually agreed upon location.

SECURITY:         Should Lessee elect to have a security system, the cost to
                  supply and install the system shall be borne by Lessee.

Lessor and Lessee acknowledge that any change orders to the above specifications
or to the attached Exhibit "B" shall be at Lessee's sole cost and expense.

Tender of Possession: 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, and (2) full access to the
Premises has been granted to Lessee and keys have been provided to Lessee's
suite and common areas by Lessor, and (3) a punch list of items needing repair
or replacement has been created by Lessor and Lessee. Upon Tender of Possession,
Lessor and Lessee shall evaluate the Premises and create a punch list of items
considered to be defective or not complete. Once items are agreed upon by Lessor
and Lessee, no other items will be added to the list. Damages to the Premises
after move in shall be the responsibility of Lessee. When all items noted
therein are completed, the Premises shall be deemed complete. Items on the punch
list DO NOT constitute the abatement of rent and it is agreed that rent shall
commence on the date shown therein. With respect to matters not reasonably
apparent upon visual inspection, Tenant shall have a period of fifteen (15) days
following Tender of Possession to notify Lessor of any defects and Lessor shall
correct same.

This Agreement has been prepared for submission to your attorney for his
approval. No representation or recommendation is made by the real estate
Broker(s) or their agents or employees as to the legal sufficiency, legal
effect, or tax consequences of this Agreement or the transaction involved
herein.

     AGREED TO AND ACCEPTED

Eureka Corporate Plaza Ltd., P.P.            Feather River State
1613 Eureka Road, Suite 100                  1227 Bridge Street, Suite C
Roseville, CA 95661                          Yuba City, CA 95992
By: Rodney A. Mitchell, General Partner      By: Larry Hartwig
Dated: 7/31/00                               Dated: 7/28/00


                                       99

</TEXT>
</DOCUMENT>
