






               Office Building Lease
               CB Commercial Real State Group, Inc.
               Brokerage and Management
               Licensed Real Estate Broker

Table of Contents

Article 1  Lease of Premises
Article 2  Definitions
Article 3  Exhibits and Addenda
Article 4  Delivery of Possession
Article 5  Rent
Article 6  Interest and Late Charges
Article 7  Security Deposit
Article 8  Tenant's Use of the Premises
Article 9  Services and Utilities
Article 10 Condition of Premises
Article 11 Construction, Repairs and Maintenance
Article 12 Alterations and Additions
Article 13 Leasehold Improvements; Tenants Property
Article 14 Rules and Regulations
Article 15 Certain Rights Reserved by Landlord
Article 16 Assignment and Subletting
Article 17 Holding Over
Article 18 Surrender of Premises
Article 19 Destruction or Damage
Article 20 Eminent Domain
Article 21 Indemnification
Article 22 Tenant's Insurance  
Article 23 Waiver of Subrogation
Article 24 Subordination and Attornment
Article 25 Tenant Estoppel Certificates
Article 26 Transfer of landlord's Interest
Article 27 Default
Article 28 Brokerage Fees
Article 29 Notices
Article 30 Government Energy or Utility Controls
Article 31 Relocation of Premises
Article 32 Quiet Enjoyment
Article 33 Observance of Law
Article 34 Force Majeure
Article 35 Curing Tenant's Defaults
Article 36 Sign Control
Article 37 Miscellaneous











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This Lease between RCI - Loring, L.P., a California limited partnership
("Landlord"), and C.V.B. Financial Corporation a California corporation,
("Tenant"), is dated March 1, 1993.

1.  Lease of Premises

In Consideration of the Rent (as defined at Section 5.4) and the provisions
of this Lease, Landlord leases to Tenant and Tenant leases from the
Landlord the Premises show by diagonal lines on the floor plan attached
hereto as Exhibit "A", and further described at Section 2l.  The Premises
are located within the Building and Project described in Section 2m.
Tenant shall have the non-exclusive right (unless otherwise provided
herein) in common with Landlord, other tenants, subtenants and invitees, to
use the Common Areas (as defined at Section 2e).

2. Definitions

As used in this Lease, the following terms shall have the following
meanings:

a.  Base Rent (initial): $ 65,511.00 per year.
b.  Base Year: The calendar year of 1993.
c.  Broker(s)
     Landlord's: None
     Tenant's: None

In the event that CB Commercial Real Estate Group, Inc. represents both
Landlord and Tenant, Landlord and Tenant hereby confirm that they were
timely and advised of the dual representation and that they consent to the
same, and that they do not expect said broker to disclose to either of them
the confidential information of the other party.

d.  Commencement Date: Upon obtaining a Certificate of Occupance for the
space.

e.  Common Areas: the building lobbies, common corridors and hallways,
restrooms, garage and parking areas, stairways, elevators and other
generally understood public or common areas.  Landlord shall have the right
to regulate or restrict the use of the Common Areas.

f.  Expense Stop: (fill in if applicable): $ Base Year.

g.   Expiration Date: November 30, 2000 or 90 months from commencement
date, unless otherwise sooner determined in accordance with the provisions
of this Lease.

h.  Index (Section 5.2): United States Department of Labor, Bureau of Labor
Statistics Consumer Price Index for All Urban Consumers, Average Subgroup
"All Items" (1967=100).

i.  Landlord's Mailing Address: 3516 9th Street, Suite F
                                Riverside, CA 92501
    Tenant's Mailing Address:   701 N. Haven Avenue
                                P.O. Box 51000

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                                Ontario, CA 91761

j.  Monthly Installments of Base Rent (initial): $5,459.25 per month.

k.  Parking: Tenant shall be permitted, upon payment of the then prevailing
monthly rate (as set by the Landlord from time to time) to park ten (10)
cars  on a non-exclusive basis in the area(s) designated by Landlord for
parking.  Tenant shall abide by any and all parking regulations and rules
established from time to time by Landlord or Landlord's parking operator.

l.  Premises: that portion of th Building containing approximately 3.675
square feet of Rentable Area shown by diagonal lines on Exhibit "A",
located on the first floor of the Building and known as 3595 Main Street.

m.  Project: the building of which the Premises are part (the "Building")
and any other buildings or improvements on the real property (the
"Property") located at 3671-3695 Main Street, Riverside, CA 92501 and
further described at Exhibit "B".  The Project is known as the Loring
Building.

n. Rentable Areas: as to both the Premises and the Project, the respectable
measurements of floor area as may from time to time be subject to lease by
Tenant and all tenants of the Project, respectively, as determined by
Landlord and applied on a consistent basis throughout the Project.

o.  Security Deposit (Section 7): $ 5,459.25

p.  State: the State of California.

q.  Tenant's First Adjustment Date (Section 5.2): the first day of the
calendar month following the Commencement Date plus 30 months.

r.  Tenant's Proportionate Share 15.16%. Such share is a fraction, the
numerator of which is the Rentable Area of the Premises, and the
denominator of which is the Rentable Area of the Project, as determined by
Landlord from time to time.  The Project consists of one (1) building(s)
containing a total Rentable Area of 24,827 square feet.

s.  Tenant's Use Clause (Article 8): Tenant shall  use the premises for a
bank operation and related uses.

t.  Term: the period commencing on the Commencement Date and expiring at
midnight on the Expiration Date.

3.  Exhibits and Addenda

The exhibits and addenda listed below (unless lined out) are incorporated
by reference in this Lease:

 a. Exhibit "A" - Floor Plan showing the Premises.
 b. Exhibit "B" - Site Plan of the Project.
 f. Addenda: f.1, f.2, f.3, f.4

4.  Delivery of Possession

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If for any reason, Landlord does not deliver possession of the Premises to
Tenant on the Commencement Date, Landlord shall not be subject to any
liability for such failure, the Expiration Date shall not change and the
validity of this Lease shall not be impaired, but Rent shall be abated
until delivery of possession. "Delivery of possession" shall be deemed to
occur on the date Landlord completes Landlord's Work as defined in Exhibit
"C".  If Landlord permits Tenant to enter into possession of the Premises
before the Commencement Date, such possession shall be subject to the
provisions of this Lease, including, without limitation, the payment of
Rent.

5.  Rent

5.1. Payment of Base Rent. Tenant agrees to pay the Base Rent for the
Premises.  Monthly Installations of Base Rent shall be payable in advance
on the first day of each calendar month of the Term. If the Term begins (or
ends) on other than the first (or last) day of the a calendar month, the
Base Rent for the partial month shall be prorated on a per diem basis.
Tenant shall pay Landlord the first Monthly Installment of Base Rent when
Tenant executes the Lease.

5.2. Adjusted Base Rent.
  a.  The Base Rent (and the corresponding Monthly Installments of Base
Rent) set forth at Section 2a shall be adjusted annually (the "Adjustment
Date"), commencing on Tenant's First Adjustment Date, Adjustments, if any,
shall be based upon increases (if any) in the Index.  The Index in
publication three (3) months before each Adjustment Date shall be the
"Comparison Index."  As of each Adjustment Date, the Base Rent payable
during the ensuing twelve-month period shall be determined by increasing
the initial Base Rent by a percentage equal to the percentage increase, if
any, in the Comparison Index over the Base Index.  If the Comparison Index
for any Adjustment Date is equal to or less than Comparison Index for the
preceding Adjustment Date (or the Base Index, in the case of First
Adjustment Date), the Base Rent for the ensuing twelve-month period shall
remain the amount of Base Rent payable during the preceding twelve-month
period.  When the Base Rent payable as of each Adjustment Date is
determined, Landlord shall promptly give Tenant written notice of such
adjusted Base Rent and the manner in which it was computed.  The Base Rent
as so adjusted from time to time shall be the "Base Rent" for all purposes
under this Lease.

  b. If at any Adjustment Date the Index no longer exists in the form
described in this lease, Landlord may substitute any substantially
equivalent official index published by the Bureau of Labor Statistics or
its successor.  Landlord shall use any appropriate conversion factors to
accomplish such substitution. The substitute index shall then become the
"Index" hereunder.

5.3. Project Operating Costs.
  a. In order that the Rent payable during the Term reflect any increase in
Project Operating Costs, Tenant agrees to pay to Landlord as Rent, Tenant's
Proportionate Share of all increases in costs, expenses, and obligations
attributable to the Project and its operation, all as provided below.

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  b.  If during any calendar year during the Term, Project Operating Costs
exceed the Project Operating Costs for the Base Year, Tenant shall pay to
Landlord, in addition to the Base Rent and all other payments due under
this lease, an amount equal to Tenant's Proportionate Share of such excess
Project Operating Costs in accordance with the provisions of this Section
5.3b.
(1) The term "Project Operating Costs" shall include all those items
described in the following subparagraphs (a) and (b).
     (a)  All taxes, assessments, water and sewer charges and other similar
governmental charges levied on or attributable to the Building or Project
or their operation, including without limitation, (i) real property taxes
or assessments levied pr assessed against the Building or Project, (ii)
assessments or charges levied or assessed against the Building or Project
by any redevelopment agency, (iii) any tax measured by gross rentals
received from the leasing of the Premises, Building or Project, excluding
any net income, franchise, capital stock, estate or inheritance taxes
imposed by the State or federal government or their agencies, branches or
departments; provided that if at any time during the Term any governmental
entity levies, assesses or imposes on Landlord any (1) general or special,
ad valorem or specific, excise, capital levy or other tax, assessment, levy
or charge based directly or indirectly upon the transaction represented by
this Lease or on the rent received under any other leases of space in the
Building or Project, or (2) any license fee, excise or franchise tax,
assessment, levy or charge measured by or based, in whole or in part, upon
such rent , or (3) any transfer, transaction, or similar tax, assessment,
levy or charge based directly or indirectly upon the transaction
represented by this Lease or such other leases, or (4) any occupancy, use,
per capita or other tax, assessment, levy or charge based directly or
indirectly upon the use or occupancy of the Premises or other premises
within the Building or Project, then any such taxes, assessments, levies
and charges shall be deemed to be included in the term Project Operating
Costs.  If at any time during the Term the assessed valuation of or taxes
on, the Project are not based on a completed Project having at least eight-
five percent (85%) of the Rentable Area occupied, then the "taxes"
component of Project Operating costs shall be adjusted by Landlord to
reasonably approximate the taxes which would have been payable if the
Project were completed and at least eighty-five percent (85%) occupied.
Further, in no event shall the total rent exceed one hundred fourty-two
percent (142%) of the base rent.

(2) Tenant's Proportionate Share of Project Operating Costs shall be
payable by Tenant to Landlord as follows:

(a) Beginning with the calendar year following the Base Year and for each
calendar year thereafter ("Comparison Year"), Tenant shall pay Landlord an
amount equal to Tenant's Proportionate Share of the Project Operating Costs
incurred by Landlord in the Comparison Year which exceeds the total amount
of Project Operating Costs payable by Landlord for the Base Year.  This
excess is referred to as the "Excess Expenses."
(b) To provide for current payments of Excess Expenses, Tenant shall, at
Landlord's request, pay as additional rent during each Comparison Year, an
amount equal to Tenant's Proportionate Share of the Excess Expenses payable
during such Comparison Year, as estimated by Landlord from time to time.
Such payments shall be made in monthly installments, commencing on the

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first day of the month following the month in which Landlord notifies
Tenant of the amount it is to pay hereunder and continuing until the first
day of the month following the month in which Landlord gives Tenant a new
notice of estimated Excess Expenses.  It is the intention hereunder to
estimate from time to time the amount of the Excess Expenses for each
Comparison year and Tenant's Proportionate  Share thereof, and then to make
an adjustment in the following year based on the actual Excess Expenses
incurred for that Comparison Year.
(c) On or before April 1 of each Comparison Year after the first Comparison
Year after the first Comparison Year (or as soon thereafter as is
practical), Landlord shall deliver to Tenant a statement setting forth
Tenant's Proportionate Share of the Excess Expenses for the preceding
Comparison Year.  If Tenant's Proportionate Share of the actual Excess
Expenses for the previous Comparison Year exceeds the total of the
estimated monthly payments made by Tenant for such year, Tenant shall pay
Landlord the amount of the deficiency within ten (10) days of the receipt
of the statement. If such total exceeds Tenant's Proportionate Share of the
actual Excess Expenses for such Comparison Year, then Landlord shall credit
against Tenant's next ensuing monthly installment(s) of additional rent an
amount equal to the difference  until the credit is exhausted.  If a credit
is due from Landlord on the Expiration Date, Landlord shall pay Tenant the
amount of the credit.  The obligations of Tenant and Landlord to make
payments required under this Section 5.3 shall survive the Expiration Date.
(d) Tenant's Proportionate Share o Excess Expenses in any Comparison Year
having less than 365 days shall be appropriately prorated.
(e) If any dispute arises as to the amount of any additional rent due
hereunder, Tenant shall have the right after reasonable notice and at
reasonable times to inspect Landlord's accounting records at Landlord's
accounting office and, if after such inspection Tenant still disputes the
amount of additional rent owed, a certification as to the proper amount
shall be made by Landlord's certified public accountant, which
certification shall be final and conclusive.  Tenant agrees to pay the cost
of such certification unless it is determined that Landlord's original
statement overstated Project Operating Costs by more than five percent
(5%).
(f) If this Lease sets forth an Expense Stop at Section 2f, then during the
Term Tenant shall be liable for Tenant's Proportionate Share of any actual
Project Operating Costs which exceed the amount of the Expense Stop.
Tenant shall make current payments of such excess costs during the Term in
the same manner as is provided for payment of Excess Expenses under the
applicable provisions of Section 5.3b(2)(b) and (c) above.

5.4 Definition of Rent.  All costs and expenses which Tenant assumes or
agrees to pay to Landlord under this Lease shall be deemed additional rent
(which, together with the Base Rent is sometimes referred to as the
"Rent").  The Rent shall be paid to the Building manager (or other person)
and at such place, as Landlord may from time to time designate in writing,
without any prior demand therefor and without deduction or offset, in
lawful money of United States of America.

5.5 Rent Control.  If the amount of Rent or any other payment due under
this Lease violates the terms of any governmental restrictions on such Rent
or payment, then the Rent or payment due during the period of such
restrictions shall be the maximum amount allowable under those

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restrictions.  Upon termination of the restrictions, Landlord shall, to the
extent it is legally permitted, recover from Tenant the difference between
the amounts received during the period of the restrictions and the amounts
Landlord would have received had there been no restrictions.

5.6 Taxes Payable by Tenant.  In addition to the Rent and any other charges
to be paid by Tenant hereunder, Tenant shall reimburse Landlord upon demand
for any and all taxes payable by Landlord (other than net income taxes)
which are not other wise reimbursable under this Lease, whether or not now
customary within the contemplation of the parties, where such taxes are
upon, measured by or reasonably attributable to (a) the cost or value of
Tenant's equipment, furniture, fixtures and other personal property located
in the Premises, or the cost or value or any leasehold improvements made in
or to the Premises by or for Tenant other than Building Standard Work made
by Landlord, regardless of whether title to such any rental or gross
receipts tax levied by any taxing authority with respect to the receipt of
the Rent hereunder; (c) the possession, leasing, operation, management,
maintenance, alteration, repair, use or occupancy by Tenant of the Premises
or any portion thereof; or (d) this transaction or any document to which
Tenant is a party creating or transferring an interest or an estate in the
Premises.  It if becomes unlawful for Tenant to reimburse Landlord for any
costs as required under this Lease, the Base Rent shall be revised to net
Landlord the same net Rent after imposition of any tax or other charge upon
Landlord as would have been payable to Landlord but for the reimbursement
being unlawful.

6. Interest and Late Charges

If Tenant fails to pay when due any Rent or other amounts or charges which
Tenant is obligated to pay under the terms of this Lease, the unpaid
amounts shall bear interest at the maximum rate then allowed by law.
Tenant acknowledges that the late payment of any Monthly Installment of
Base Rent will cause Landlord to lose the use of that money and incur costs
and expenses not contemplated under this Lease, including without
limitation, adminstatrative and collection costs and processing and
accounting expenses, the exact amount of which is extremely difficult to
ascertain.  Therefore, in addition to interest, if an y such installment is
not received by Landlord with ten (10) days from the date it is due, Tenant
shall pay Landlord a late charge equal to ten percent (10%) of such
installment.  Landlord and Tenant agree that this late charge represents
reasonable estimate of such costs and expenses and is fair compensation to
Landlord for the loss suffered from such nonpayment by Tenant.  Acceptance
of any interest or late charge shall not constitute a waiver of Tenant's
default with respect to such nonpayment by Tenant nor prevent Landlord from
exercising any other rights or remedies available to Landlord under this
Lease.

7. Security Deposit

Tenant agrees to deposit with Landlord the Security Deposit set forth at
Section 2.0 upon execution of this Lease as security for Tenant's faithful
performance of its obligations under this Lease. Landlord and Tenant agree
that the Security Deposit may be commingled with funds of Landlord and
Landlord shall have no obligation or liability for payment of interest on

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such deposit. Tenant shall not mortgage, assign, transfer or encumber the
Security Deposit without the prior written consent of Landlord and any
attempt by Tenant to do so shall be void, without force or effect and shall
not be binding upon Landlord.

If Tenant fails to pay any Rent or other amount when due and payable under
this Lease, or fails to perform any of the terms hereof, Landlord may
appropriate and apply or use all or any portion of the Security Deposit for
Rent Payments or any other amount then due and unpaid, for payment of any
amount for which Landlord has become obligated as a result of Tenant's
default or breach and use this deposit without prejudice to any other
remedy Landlord may have by reason of Tenant's default or breach.  If
Landlord so uses any of the Security Deposit, Tenant shall, within ten (10)
days after written demand therefor, restore the Security Deposit to the
full amount originally deposited; Tenant's failure to do so shall
constitute an act of default after the Term (or any extension thereof)  has
expired or Tenant has vacated the Premises, whichever shall have the right
to exercise any remedy provided for at Article 27 hereof.  Within fifteen
(15) days provided Tenant is not then in default on any of its obligations
hereunder, Landlord shall return the Security Deposit to Tenant, or if
Tenant has assigned its interest under this Lease, to the last assignee of
Tenant.  If Landlord sells its interest in the Premises, Landlord may
deliver this deposit to the purchaser of Landlord's interest and thereupon
be relieved of any further liability or obligation with respect to the
Security Deposit.

8.  Tenant's Use of the Premises

Tenant shall use the Premises solely for the purposes in the Tenant's Use
Clause.  Tenant shall not use or occupy the Premises in violation of law or
any covenant, condition or restriction affecting the Building or Project or
the certificate of occupancy issued for the Building or Project, and shall,
upon notice from Landlord, immediately discontinue any use of the Premises
which is declared by any governmental authority having jurisdiction to be a
violation of law or the certificate of occupancy.  Tenant, at Tenant's own
cost and expense, shall comply with all laws, ordinances, regulations,
rules and/or any directions of any governmental agencies or authorities
having jurisdiction which shall, by reason of the nature of Tenant's use or
occupancy of Premises, impose any duty upon Tenant or Landlord with respect
to the Premises or its use or occupation.  A judgment of any court of
competent jurisdiction or the admission by Tenant in any action or
proceeding against Tenant that Tenant has violated any such laws,
ordinances, regulations, rules and/or directions in the use of the Premises
shall be deemed to be a conclusive determination of that fact as between
Landlord and Tenant.  Tenant shall not do or permit to be done anything
which will invalidate or increase the cost of any fire, extended coverage
or other insurance policy covering the Building or Project and/or property
located herein, and shall comply with all rules, orders, regulations,
requirements and recommendations of the Insurance Services Offices or any
other organization performing a similar function.  Tenant shall promptly
upon demand reimburse Landlord for any additional premium charged for such
policy by reason of Tenant's failure to comply with the provisions of this
Article.  Tenant shall not do or permit anything to be done in or about the
Premises which will in any way obstruct or interfere with the rights of

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other tenants or occupants of the Building or Project or injure or annoy
them, or use or allow the Premises to be used for any improper, immoral or
objectionable purpose, nor shall Tenant cause, maintain or permit any
nuisance in, on or about the Premises.  Tenant shall not commit or suffer
to be committed any waste in or upon the Premises.

9.  Services and Utilities.

Provided that Tenant is not in default hereunder, Landlord agrees to
furnish the Premises during generally recognized business days, and during
hours determined by Landlord in its sole discretion, and subject to the
Rules and Regulations of the Building or Project, electricity for normal
desk top office equipment and normal copying equipment, and heating,
ventilation and air conditioning ("HVAC") as required in Landlord's
judgment for the comfortable use and occupancy of the Premises.  If Tenant
desires HVAC at any other time, Landlord shall use reasonable efforts to
furnish such service upon reasonable notice from Tenant and Tenant shall
pay Landlord's charges therefor on demand.  Landlord shall not be in
default hereunder or be liable for any damages directly or indirectly
resulting from, nor shall the Rent be abated by reason of (i) the
installation, use or interruption of use of any equipment in connection
with the furnishing of any of the foregoing services, (ii) failure to
furnish or delay in furnishing any such services where such failure or
delay is caused by accident or any condition or event beyond the reasonable
control of Landlord, or by the making or necessary repairs or improvements
to the Premises, Building or Project, or (iii) the limitation, curtailment
or rationing or, or restrictions on, use of water, electricity, gas or any
other form of energy serving the Premises, Building or Project. Landlord
shall not be liable under any circumstances for a loss of or injury to
property or heat generating machines or equipment in the Premises which
affect the temperature otherwise maintained by the HVAC system.  Landlord
reserves the right to install supplementary air conditioning units in the
Premises and the costs thereof, including the cost of installation,
operation and maintenance thereof, shall be paid by Tenant to Landlord upon
demand by Landlord.

Tenant shall not, without the written consent of Landlord, use any
apparatus or device in the Premises, including without limitation
electronic data processing machines, punch card machines or machines using
in excess of 120 volts, which consumes more electricity than is usually
furnished or supplied for the use of premises as general office space, as
determined by Landlord. Tenant shall not connect any apparatus with
electric current except through existing electrical outlets in the
Premises.  Tenant shall not consume water or electric current in excess of
that usually furnished or supplied for the use of premises as general
office space (as determined by Landlord), without first procuring the
writing consent of Landlord, which Landlord may refuse, and in the event of
consent, Landlord may have installed a water meter or electrical current
meter in the Premises to measure the amount of water or electric current
consumed.  The cost of any such meter and of its installation, maintenance
and repair shall be paid for by the Tenant and Tenant agrees to pay
Landlord promptly upon the local public utility plus any additional expense
incurred in keeping account of the water and electric current so consumed.
If a separate meter is not installed, the excess cost for such water and

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electric current shall be established by an estimate made by a utility
company or electrical engineer hired by Landlord at Tenant's expense.

Nothing contained in this Article shall restrict Landlord's right to
require at any time separate metering utilities furnished to the Premises.
In the event utilities are separately metered, Tenant shall pay promptly
upon demand for all utilities consumed at utility rates charged by the
local public utility plus any additional expense incurred by Landlord in
keeping account of the utilities so consumed.  Tenant shall be responsible
for the maintenance and repair of any such meters at its sole cost.

Landlord shall furnish elevator service, lighting replacement for building
standard lights, restroom supplies, window washing and janitor services in
a manner that such services are customarily furnished to comparable office
buildings in the area.

10. Condition of the Premises

Tenant's taking possession of the Premises shall be deemed conclusive
evidence that as of the date taking possession the Premises are in good
order and satisfactory condition, except for such matters as to which
Tenant gave Landlord notice on or before ninety (90) days from the
Commencement Date.  No promise of Landlord to alter, remodel, repair or
improve the Premises, the Building or the Project and no representation,
express or implied, respecting any matter or thing relating to the
Premises, Building, Project or this Lease (including, without limitation,
the condition of the Premises, the Building or the Project) have been made
to Tenant by Landlord or its Broker or Sales Agent, other than as may be
contained herein or in a separate exhibit or addendum signed by Landlord
and Tenant.

11. Construction, Repairs and Maintenance.

a.  Landlords Obligations.  Landlord shall perform Landlord's Work to the
Premises as described in Exhibit "C".  Landlord shall maintain in good
order, condition and repair the Building and all other portions of the
Premises not the obligation of Tenant or any other tenant in the Building.

b. Tenant's Obligations.

  (1) Tenant shall perform Tenant's Work to the Premises as described in
Exhibit "C".

  (2) Tenant at Tenant's sole expense shall, except for services furnished
by Landlord pursuant to Article 9 hereof, maintain the Premises in good
order, condition and repair, including the interior surfaces of the
ceilings, walls and floors, all doors, all interior windows, all plumbing,
pipes and fixtures, electrical wiring, switches and fixtures, Building
Standard furnishings and special items and equipment installed by or at the
expense of Tenant.

  (3) Tenant shall be responsible for all repairs and alterations in and to
the Premises, Building and Project and the facilities and systems thereof,
the need for which arises out of (i) Tenant's use or occupancy of the

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Premises, (ii) the installation, removal, use or operation of Tenant's
Property (as defined in Article 13) in the Premises, (iii) the moving of
Tenant's Property into or out of the Building, or (iv) the act, omission,
misuse or negligence of Tenant, its agent contractors, employees or
invitees.

  (4) If Tenant fails to maintain the Premises in good order, condition and
repair, Landlord shall give Tenant notice to do such acts as are reasonably
required to so maintain the Premises.  If Tenant fails to promptly commence
such work and diligently prosecute it to completion, then Landlord shall
have the right to so such acts and expend such funds at the expense of
Tenant as are reasonably required to perform such work.  Any amount so
expended by Landlord shall be paid by Tenant promptly after demand with
interest at the prime commercial rate then being charged by Bank of America
NT&SA plus two percent (2%) per annum, from the date of such work, but not
to exceed the maximum rate then allowed by law. Landlord shall have not
liability to Tenant for any damage, inconvenience, or interference with the
use of the Premises by Tenant as a result of performing any such work.

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

d. Waiver by Tenant.  Tenant expressly waives the benefits of any statute
now or hereafter in effect which would otherwise afford the Tenant the
right to make repairs at Landlord's expense or to terminate this Lease
because of Landlord's failure to keep the Premises in good order, condition
and repair.

e.  Load and Equipment Limits.  Tenant shall not place a load upon any
floor of the Premises which exceeds the load per square foot which such
floor was designed to carry, as determined by Landlord or Landlord's
structural engineer.  The cost of any such determination made by Landlord's
structural engineer shall be paid for by Tenant upon demand.  Tenant shall
not install business machines or mechanical equipment which cause noise or
vibration to such a degree as to be objectionable to Landlord or other
Building tenants.

f.  Except as otherwise expressly provided in this Lease, Landlord shall
have no liability to Tenant nor shall Tenant's obligations under this Lease
be reduced or abated in any manner whatsoever by reason of inconvenience,
annoyance, interruption or injury to business arising from Landlord's
making any repairs or changes which Landlord is required or permitted by
this Lease or by any other tenant's lease or required by law to make in or
to any portion of the Project, Building or the Premises.  Landlord shall
nevertheless use reasonable efforts to minimize any interference with
Tenant's business in the Premises.

g.  Tenant shall give Landlord prompt notice of any damage to or defective
condition in any part or appurtenance of the Building's mechanical,
electrical, plumbing, HVAC or other systems serving, located in, or passing
through the Premises.


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h.  Upon the expiration or earlier termination of this Lease, Tenant shall
return the Premises to Landlord clean and in the same condition as on the
date Tenant took possession, except for normal wear and tear.  Any damage
to the Premises, including any structural damage, resulting from Tenant's
use or from the removal of Tenant's fixtures, furnishings and equipment
pursuant to Section 13b shall be repaired by Tenant at Tenant's expense.

12.  Alterations and Additions

a.  Tenant shall not make any additions, alterations or improvements to the
Premises without obtaining the prior written consent of Landlord.
Landlord's consent may be conditioned on Tenant's removing any such
additions, alterations or improvements upon the expiration of the Term and
restoring the Premises to the same condition as on the date Tenant took
possession.  All work with respect to any addition, alteration or
improvement shall be done in a good and workmanlike manner by properly
qualified and licensed personnel approved by Landlord, and such work shall
be diligently prosecuted to completion.

b.  Tenant shall pay the costs of any work done on the Premises pursuant to
Section 12a, and shall keep the Premises, Building and Project free and
clear of liens of any kind.  Tenant shall indemnify, defend against and
keep Landlord free and harmless from all liability, loss, damage, costs,
attorney's fees and any other expense incurred on account of claims by any
person performing work or furnishing materials or supplies for Tenant or
any person claiming under Tenant.

Tenant shall keep Tenant's leasehold interest, and any additions or
improvements which are or become the property of Landlord under this Lease,
free and clear of all attachment or judgment liens. Before the actual
commencement of any work for which a claim or lien may be filed, Tenant
shall give Landlord notice of the intended commencement date a sufficient
time before that date to enable Landlord to post notices of non-
responsibility or any other notices which Landlord deems necessary for the
proper protection of Landlord's  interest in the Premises, Building or the
Project, and Landlord shall have the right to enter the Premises and post
such notices at any reasonable time.

c.  Landlord may require, at Landlord's sole option, that Tenant provide to
Landlord, at Tenant's expense, a lien and completion bond in an amount
equal to at lease one and one-half (1 1/2) times the total estimated cost
of any additions, alterations or improvements to be made in or to the
Premises, to protect Landlord against any liability for mechanic's and
materialmen's liens and to insure timely completion of the work.  Nothing
contained in this Section 12c shall relieve Tenant of its obligation under
Section 12b to keep the Premises, Building and Project free of all liens.

d.  Unless their removal is required by Landlord as provided in Section
12a, all additions, alterations and improvements made to the Premises shall
become the property of Landlord and be surrendered with the Premises upon
the expiration of the Term; provided, however, Tenant's equipment,
machinery and trade fixtures which can be removed without damage to the
Premises shall remain the property of the Tenant and may be removed,
subject to the provisions of Section 13b.

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13.  Leasehold Improvements; Tenants Property.

a. All fixtures, equipment, improvements and appurtenances attached to or
built into the Premises at the commencement of or during the Term, whether
or not by or at the expense of Tenant ("Leasehold Improvements"), shall be
and remain a part of the Premises, shall be the property of Landlord and
shall not be removed by Tenant, except as expressly provided in Section
13b.

b.  All movable partitions, business and trade fixtures, machinery and
equipment, communications equipment and office equipment located in the
Premises and acquired by or for the account of Tenant, without expense to
Landlord, which can be removed without structural damage to the Building,
and all furniture, furnishings and other articles of movable personal
property owned by Tenant and located in the Premises (collectively
"Tenant's Property") shall be and shall remain the property of Tenant and
may be removed by Tenant at any time during the Term; provided that if any
of Tenant's Property is removed, Tenant shall promptly repair any damage to
the Premises or to the Building resulting from such removal.

14. -deleted-

15. Certain Rights Reserved by Landlord.

Landlord reserves the following rights, exercisable without liability to
Tenant for (a) damage or injury to property, person or business, (b)
causing an actual or constructive eviction from the Premises, or (c)
disturbing Tenant's use or possession of the Premises;

a. - deleted -

b. To install and maintain all signs on the exterior and interior of the
Building and Project;

c.  - deleted -

d.  At any time during the Term, and on reasonable prior notice to Tenant,
to inspect the Premises, and to show the Premises to any prospective
purchaser or mortgagee of the Project, or to any assignee of any mortgage
on the Project, or to others having an interest in the Project or Landlord,
and during the last six months of the Term, to show the Premises to
prospective tenants thereof; and;

e.  To enter the Premises for the purpose of making inspections, repairs,
alterations, additions or improvements to the Premises or the Building
(including, without limitation, checking, calibrating, adjusting or
balancing controls and other parts of the HVAC system), and to take all
steps as may be necessary or desirable for the safety, protection,
maintenance or preservation of the Premises or the Building or Landlord's
interest therein, or as may be necessary or desirable for the operation or
improvement of the Building or in order to comply with laws, orders or
requirements of governmental or other authority.  Landlord agrees to use
its best efforts (except in an emergency) to minimize interference with

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Tenant's business in the Premises in the course of any such entry.

16. - deleted -

17.  Holding Over.

If after expiration of the Term, Tenant remains in possession of the
Premises with Landlord's permission (express or implied), Tenant shall
become a tenant from month to month only, upon all the provisions of this
lease (except as to term and Base Rent), but the "Monthly Installments of
Base Rent" payable by Tenant shall be increase one hundred twenty five
percent (125%) o the Monthly Installments of Base Rent Payable by Tenant at
the expiration of the Term.  Such monthly rent shall be payable in advance
on or before the first day of each month.  If either party desires to
terminate such month to month tenancy, it shall give the other party not
less than thirty (30) days advance written notice of the date of
termination.

18.  Surrender of Premises.

a.  Tenant shall peaceably surrender the Premises to Landlord on the
Expiration Date, in broom-clean condition and in as good condition as when
Tenant took possession, except for (i) reasonable wear and tear, (ii) loss
by fire or other casualty, and (iii) loss by condemnation.  Tenant shall,
on Landlord's request, remove Tenant's Property on or before the Expiration
Date and promptly repair all damage to the Premises or Building caused by
such removal.

b. If Tenant abandons or surrenders the Premises, or is dispossessed by
process of law or otherwise, any of Tenant's Property left on the Premises
shall be deemed to be abandoned, and, at Landlord's option, title shall
pass to Landlord under this Lease as by a bill of sale.  If Landlord elects
to remove all or any part of such Tenant's Property, the cost of removal,
including repairing any damage to the Premises or Building caused by such
removal, shall be paid by Tenant.  On the Expiration Date Tenant shall
surrender all keys to the Premises.

19.  Destruction or Damage.

a.  If the Premises or the portion of the Building necessary for Tenant's
occupancy is damaged by fire, earthquake, act of God, the elements of other
casualty,  Landlord shall, subject to the provisions of this Article,
promptly repair the damage, if such repairs can, in Landlord's opinion, be
completed within (90) ninety days.  If Landlord determines that repairs can
be completed within ninety (90) days, this Lease shall remain in full force
and effect, except that is such damage is not the result of negligence or
willful misconduct of Tenant or Tenant's agents, employees, contractors,
licensees or invitees, the Base Rent shall be abated to the extend Tenant's
use of the Premises in impaired, commencing with the date of damage and
continuing until completion of the repairs required of Landlord under 19d.

b.  If in Landlord's opinion, such repairs to the Premises or portion of
the Building necessary for Tenant's occupancy cannot be completed within
ninety(90) days, Landlord may elect, upon notice to Tenant given within

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thirty (30) days after the date of such fire or other casualty, to repair
such damage, in which event this Lease shall continue in full force and
effect, but the Base Rent shall be partially abated as provided in Section
19a.  If Landlord does not so elect to make such repairs, this Lease shall
terminate as of the date of such fire or other casualty.

c.  If any other portion of the Building or Project is totally destroyed or
damaged to the extent that in Landlord's opinion repair thereof cannot be
completed within ninety (90) days, Landlord may elect upon notice to Tenant
given within thirty (30) days  after the date of such fire or other
casualty, to repair such damage, in which event this Lease shall continue
in full force and effect, but the Base Rent shall be partially abated as
provided in Section 19a.  If Landlord does not elect to make such repairs,
the Lease shall terminate as of the date of such fire or other casualty.

d.  If the Premises are to be repaired under this Article, Landlord shall
repair at its cost any injury or damage to the Building, and Building
Standard Work in the Premises.  Tenant shall bear responsible at its sole
cost and expense for the repair, restoration and replacement  of any other
Leasehold Improvements and Tenant's Property.  Landlord shall not be liable
for any loss of business, inconvenience or annoyance arising from any
repair or restoration of any portion of the Premises, Building or Project
as a result of any damage from fire or other casualty.

e.  This Lease shall be considered an express agreement governing any case
of damage to or destruction of the Premises, Building or Project by fire or
other casualty, and any present or future laws which proports to govern the
rights of Landlord and Tenant in such circumstances in the absence of
express agreement, shall have no application.

20.  Eminent Domain

a.  If the whole of the Building or Premises is lawfully taken by
condemnation or in any other manner for any public or quasi-public purpose,
this Lease shall terminate as of the date of such taking, and Rent shall be
prorated to such date.  If less than the whole of the Building or Premises
is so taken, this Lease shall be unaffected by such taking, provided that
(i) Tenant shall have the right to terminate this Lease by notice to
Landlord given within ninety (90) days after the date of such taking is
twenty percent (20%) or more of the Premises is taken and the remaining
area of the Premises is not reasonably sufficient for Tenant to continue
operation of its business, and (ii) Landlord shall have the right to
terminate this Lease by notice to Tenant given within ninety (90) days
after the date of such taking.  If either Landlord or Tenant so elects to
terminate this Lease, the Lease shall terminate on the thirtieth (30th) day
after either such notice.  The Rent shall be prorated to the date of
termination.  If this Lease continues in force upon such partial taking,
the Base Rent and Tenant's Proportionate Share shall be equitably adjusted
according to the remaining Rentable Area of the Premises and Project.

b.  In the event of any taking, partial or whole, all of the proceeds of
any award, judgment or settlement payable by the condemning authority shall
be the exclusive property of Landlord, and Tenant hereby assigns to
Landlord all of its right, title and interest in any award, judgment or

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settlement from the condemning authority.  Tenant however, shall have the
right, to the extent that Landlord's award is not reduced or prejudiced, to
claim from the condemning authority (but not from Landlord) such
compensation as may be recoverable by Tenant in its own right for
relocation expenses and damage to Tenant's personal property.

c.  In the event of a partial taking of the Premises which does not result
in a termination of this Lease, Landlord shall restore the remaining
portion of the Premises as nearly as practicable to its condition prior to
the condemnation or taking, but only to the extent of Building Standard
Work.  Tenant shall be responsible at its sole expense for the repair,
restoration and placement of any other Leasehold Improvements and Tenant's
Property.

21.  Indemnification

a.  Tenant shall indemnify and hold Landlord harmless against and from
liability and claims of any kind for loss or damage to property of Tenant
or any other person, or for any injury to or death of any person, arising
out of (1) Tenant's use and occupancy of the Premises, or any work,
activity or other things allowed or suffered by Tenant to be done in, on or
about the Premises; (2) any breach or default by Tenant of any of Tenant's
obligations under this Lease; or (3) any negligent or otherwise tortious
act or omission of Tenant, its agents, employees, invitees or contractors.
Tenant shall at Tenant's expense and by counsel satisfactory to Landlord,
defend Landlord in any action or proceeding arising from any such claim and
shall indemnify Landlord against all costs, attorney's fees, expert witness
frees and any other expenses incurred in such action or proceeding.  As a
material part of the consideration for Landlord's execution of this Lease,
Tenant hereby assumes all risk of damage or injury to any person or
property in, on or about the Premises from any cause.

b. Landlord shall not be liable for injury or damage which may be sustained
by the person or property of Tenant, 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 of flow from or
into any part of the Premises, or from the breakage, leakage, obstruction r
other defects of pipes, sprinklers, wires, appliances, plumbing, air
conditioning or lighting fixtures, whether such damage or injury results
from conditions arising upon the Premises or upon other portions of the
Building or Project or from other sources.  Landlord shall not be liable
for any damages arising upon the
premises or upon other portions of the building or project or from
other sources. Landlord shall not be liable for any damages
arising from any act or omission of any other tenant of the
building or project.

22. TENANTS INSURANCE.

a. All insurance required to be carried by tenant hereunder shall
be issued by responsible insurance companies acceptable to landlord and
landlord's lender and qualified to do business in the state. Each policy
shall name landlord, and at landlord's request any mortgagee of landlord,
as an additional insured, as their

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respective interests may appear. Each policy shall contain (i) a cross-
liability endorsement, (ii) a provision that such policy and the coverage
evidenced thereby shall be primary and non-contributing with respect to any
policies carried by landlord and that any coverage carried by landlord
shall be excess insurance, and (iii) a waiver by the insurer of any right
of subrogation against landlord, its agents, employees and representatives,
which arises or might arise by reason of any payment under such policy or
by reason of any act or omission of landlord, its agents, employees or
representatives. A copy of each paid up policy shall be cancelable except
after twenty (20) days written notice to landlord and landlord's lender.
Tenant shall furnish landlord with renewals or "binders" of any such policy
at least ten (10) days prior to the expiration thereof. Tenant agrees that
if Tenant does not take out and maintain such insurance, landlord may (but
shall not be required to) procure said insurance on
Tenant's behalf and charge the tenant the premiums together with a twenty-
five percent (25%) handling charge, payable upon demand. Tenant shall have
the right to provide such insurance coverage pursuant to blanket policies
obtained by the Tenant, provided such blanket policies expressly afford
coverage to the premises, landlord, landlord's mortgagee and tenant as
required by this lease.

b. Beginning on the date tenant is given access to the Premises for any
purpose and continuing until expiration of the Term, tenant shall procure,
pay for and maintain in effect policies of casualty insurance covering (i)
all leasehold improvements (including any alterations, additions or
improvements as may be made by tenant pursuant to the provisions of Article
12 hereof), and (ii) trade fixtures, merchandise and other personal
property from time to time in, on or about the Premises, in an amount not
less than one hundred percent (100%) of their actual replacement cost from
time to time, providing protection against any peril included within the
classification "Fire and Extended Coverage" together with insurance against
sprinkler damage, vandalism and malicious mischief. The proceeds of such
insurance shall be used for the repair or replacement of the property so
insured. Upon termination of this lease following a casualty as set forth
herein, the proceeds under (i) shall be paid to landlord, and the proceeds
under (ii) above shall be paid to tenant.

c. Beginning on the date Tenant is given access to the Premises for any
purpose and continuing until expiration of the term, tenant shall procure,
pay for and maintain in effect workers' compensation insurance as required
by law and comprehensive public liability and property damage insurance
with respect to the construction of improvements on the premises, the use,
operation or condition of the Premises and the operations of Tenant in, on
or about the Premises, providing personal injury and broad form property
damage coverage for not less than One Million Dollars ($1,000,000.00)
combined single limit for bodily injury, death and property damage
liability.

d. Not less than every three (3) years during the Term, landlord and tenant
shall mutually agree to increases in all of tenant's insurance policy
limits for all insurance to be carried by Tenant as set forth in the
Article. In the event landlord and tenant cannot mutually agree upon the
amounts of said increases, then tenant agrees that all insurance policy
limits as set forth in this Article shall be adjusted for increases in the

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cost of living in the same manner as is set forth in Section 5.2 hereof for
the adjustment of the Base Rent.

23. WAIVER OF SUBROGATION.

Landlord and Tenant each hereby waive all rights of recovery against the
other and against the officers, employees, agents and representatives of
the other, on account of loss by or damage to the waiving party of 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 the loss or
damage. Tenant shall, upon obtaining the policies of insurance required
under this lease, give notice to its insurance carrier or carriers that the
foregoing mutual waiver of subrogation is contained in this lease.

24. SUBORDINATION AND ATTORNMENT.

Upon written request of landlord, or any first mortgagee or first deed of
trust beneficiary of landlord, or ground lessor of Landlord, Tenant shall,
in writing, subordinate its rights under this lease to the lien of any
first mortgage or first deed of trust, or to the interest of any lease in
which landlord is lessee, and to all advances made or hereafter to be made
thereunder. However, before signing any subordination agreement, tenant
shall have the right to obtain from any lender or lessor or landlord
requesting such subordination, an agreement in writing providing that, as
long as Tenant is not in default hereunder, this lease shall remain in
effect for the full term. The holder of any security interest may, upon
written notice to tenant, elect to have this lease prior to its security
interest regardless of the time of the granting or recording of such
security interest.

In the event of any foreclosure sale, transfer in lieu of foreclosure or
termination of the lease in which landlord is lessee, tenant shall attorn
to the purchaser, transferee or lessor as the case may be, and recognize
that party as landlord under this lease, provided such party acquires and
accepts the Premises subject to this lease.

25. TENANT ESTOPPEL CERTIFICATES.

Within ten (10) days after written request from landlord, Tenant shall
execute and deliver to landlord or landlord's designee, a written statement
certifying (a) that this lease is unmodified and in full force and effect,
or is in full force and effect as modified and stating the modifications;
(b) the amount of Base Rent and the date to which Base Rent and additional
rent have been paid in advance; (c) the amount of any security deposited
with landlord; and (d) that landlord is not in default hereunder or, if
landlord is claimed to be in default, stating the nature of any claimed
default. Any such statement may be relied upon by a purchaser, assignee or
lender. Tenant's failure to execute and deliver such statement within the
time required shall at landlord's election be a default under this lease
and shall also be conclusive upon tenant that: (1) this lease is in full
force and effect and has not been modified except as represented by
landlord; (2) there are no uncured defaults in landlord's performance and
that Tenant has no right of offset, counter claim or deduction against

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rent; and (3) not more than one month's Rent has been paid in advance.

26. DELETED.


27. DEFAULT.

27.1 Tenant's Default. The occurrence of any one or more of the following
events shall constitute a default and breach of this lease by Tenant:

     a. If Tenant abandons or vacated the Premises; or

     b. If Tenant fails to pay any Rent or any other charges
     required to be paid by Tenant under this lease and such
     failure continues for five (5) days after such payment is
     due and payable; or

     c.If Tenant fails to promptly and fully perform any other
     covenant, condition or agreement contained in this lease
     and such failure continues for thirty (30) days after
     written notice thereof from landlord to Tenant; or

     d. If a writ of attachment or execution is levied on this
     lease or on any of tenant's property; or

     e. If Tenant makes a general assignment for the benefit of
     creditors, or provides for an arrangement, composition,
     extension or adjustment with its creditors; or

     f. If Tenant files a voluntary petition for relief or if a
     petition against tenant in a proceeding under the federal
     bankruptcy laws or other insolvency laws is filed and not
     withdrawn or dismissed within forty-five (45) days
     thereafter, of if under the provisions of any law providing
     for reorganization or winding up of corporations, any court
     of competent jurisdiction assumes jurisdiction, custody or
     control of Tenant or any substantial part of its property
     and such jurisdiction, custody or control remains in force
     unrelinquished, unstayed or unterminated for a period of
     forty-five (45) days; or

     g. If in any proceeding or action in which tenant is a
     party, a trustee, receiver, agent or custodian is appointed
     to take charge of the Premises or Tenant's Property (or has
     the authority to do so) for the purpose of enforcing a lien
     against the Premises or Tenant's Property;  or

     h. If Tenant is a partnership or consists of more than one
     (1) person or entity, if any partner of the partnership or
     other person or entity is involved in any of the acts or
     events described in subparagraphs d through g above.

27.2 Remedies. In the event of Tenant's default hereunder, then in addition
to any other rights or remedies landlord may have under any law, landlord

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shall have the right, at landlord's option, without further notice or
demand of any kind to do the following;

     a. Terminate this lease and Tenant's right to possession of
     the Premises and reenter the Premises and take possession
     thereof, and Tenant shall have no further claim to the
     Premises or under this lease: or

     b. Continue this lease in effect, reenter and occupy the
     Premises for the account of Tenant, and collect any unpaid
     rent or other charges which have or thereafter become due and
     payable; or

     c. Reenter the Premises under the provisions of subparagraph
     b, and thereafter elect to terminate this lease and tenant's
     right to possession of the Premises.

If landlord reenters the Premises under the provisions of subparagraphs b
or c above, landlord shall not be deemed to have terminated this lease or
the obligation of Tenant to pay any Rent or other charges thereafter
accruing, unless landlord notifies Tenant in writing of landlord's election
to terminate this lease. In the event of any reentry or retaking of
possession by landlord, landlord shall have the right, but not the
obligation, to remove all or any part of Tenant's property in the Premises
and to place such property in storage at a public warehouse at the expense
and risk of Tenant. If landlord elects to relet the Premises for any
indebtedness other than Rent due hereunder from Tenant to landlord; second,
to the payment of any costs of such reletting; third, to the payment of the
cost of any alterations or repairs to the Premises; fourth to the payment
of Rent due. If that portion of rent received from the reletting which is
applied against the Rent due hereunder is less than the amount of the Rent
due, Tenant shall pay the deficiency to landlord promptly upon demand by
landlord. Such deficiency shall be calculated and paid monthly. Tenant
shall also pay to landlord, as soon as determined, any costs and expenses
incurred by landlord in from the reletting.

Should landlord elect to terminate this lease under the provisions of
subparagraph a or c above, landlord may recover as damages from tenant the
following:

     1. Past Rent. The worth at the time of the award of any
     unpaid Rent which had been earned at the time of
     termination; plus

     2. Rent prior to Award. The worth at the time of the 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 Tenant proves could
     have been reasonably avoided; plus

     3. Rent After Award. The worth at the time of the award of
     the amount by which the unpaid Rent for the balance of the
     term after the time of award exceeds the amount of the
     rental loss that Tenant proves could be reasonably

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     avoided; plus

     4. Proximately Caused Damages. Any other amount necessary to
     compensate landlord for all detriment proximately caused
     by Tenant's failure to perform its obligations under this
     lease or by which in the ordinary course of things would
     be likely to result therefrom, including but not limited to,
     any costs or expenses (including attorneys' fees),
     incurred by landlord in (a) retaking possession of the
     Premises, (b) maintaining the Premises after Tenant's
     default, (c) preparing the Premises for reletting to a
     new tenant, including any repairs or alterations, and (d)
     reletting the Premises, including broker's commissions.

"The worth at the time of the award" as used in subparagraphs 1 and 2
above, is to be computed by allowing interest at the rate of ten percent
(10%) per annum. "The worth at the time of the award" as used in
subparagraph 3 above, is to be computed by discounting the amount at the
discount rate of the Federal Reserve Bank situated nearest to the Premises
at the time of the award plus one percent (1%).

The waiver by landlord of any breach of any term, covenant or condition of
this lease shall not be deemed a waiver of such term, covenant or condition
or of any subsequent breach of the same or any other term, covenant or
condition. Acceptance of Rent by landlord subsequent to any breach hereof
shall not be deemed a waiver of any preceding breach other than the failure
to pay the particular Rent so accepted, regardless of landlord's knowledge
of any breach at the time of such acceptance of Rent. Landlord shall not be
deemed to have waived any term, covenant or condition unless landlord gives
Tenant written notice of such waiver.

27.3 Landlord's Default. If landlord fails to perform any covenant,
condition or agreement contained in this lease within thirty (30) days
after receipt of written notice from Tenant specifying such default, or if
such default cannot reasonably be cured within thirty (30) days, if
landlord fails to commence to cure within that thirty (30) day period, then
landlord shall be liable to Tenant for any damages sustained by Tenant as a
result of landlord's breach; provided, however, it is expressly understood
and agreed that if Tenant obtains a money judgment against landlord
resulting from any default or other claim arising under this lease that
judgment shall be satisfied only out of the rents, issues, profits, and
other income actually received on account of landlord's right, title and
interest in the Premises, building or Project, and no other real, personal
or mixed property of landlord (or of any of the partners which comprise
landlord, if any) wherever situated, shall be subject to levy to satisfy
such judgment. If, after notice to landlord of default, landlord (or any
first mortgagee or first deed of trust beneficiary of landlord) fails to
cure the default as provided herein, then tenant shall have the right to
cure that default at landlord's expense. Tenant shall not have the right to
terminate this lease or to withhold, reduce or offset any amount against
any payments of Rent or any other charges due and payable under this lease
except as otherwise specifically provided herein.

28. BROKERAGE FEES.

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<PAGE>






Tenant warrants and represents that it has not dealt with any real estate
broker or agent in connection with this lease or its negotiation except
those noted in Section 2, c. Tenant shall indemnify and hold landlord
harmless from any cost, expense or liability (including costs of suit and
reasonable attorneys' fees) for any compensation, commission or fees
claimed by any other real estate broker or agent in connection with this
lease or its negotiation by reason of any act of Tenant.

29. NOTICES.

all notices approvals and demands permitted or required to be given under
this lease shall be in writing and deemed duly served or given if
personally delivered or sent by certified or
registered U.S. mail, postage prepaid, and addressed as follows:
(a) if to landlord, to landlord's mailing address and to the building
manager, and (b) if to tenant, to tenant's mailing address; provided,
however, notices to Tenant shall be deemed duly served or given if
delivered or mailed to Tenant at the Premises. Landlord and Tenant may from
time to time by notice to the other designate another place for receipt of
future notices.

30. GOVERNMENT ENERGY OR UTILITY CONTROLS.

In the event of imposition of federal, state or local government controls
rules, regulations, or restrictions on the use or consumption of energy or
other utilities during the term, both landlord and tenant shall be bound
thereby. In the event of a difference in interpretation by landlord and
tenant of any such controls, the interpretation of landlord shall prevail,
and landlord shall have the right to enforce compliance therewith,
including the right of entry into the Premises to effect compliance.

31. DELETED.

32. QUIET ENJOYMENT.

Tenant, upon paying the Rent and performing all of its obligations under
this lease, shall peaceably and quietly enjoy the Premises, subject to the
terms of this lease and to any mortgage, lease, or other agreement to which
this lease may be subordinate.

33. OBSERVANCE OF LAW.

Tenant shall not use the Premises or permit anything to be done in or about
the Premises which will in any way conflict with any law, statute,
ordinance and governmental rule or regulation now in force or which may
hereafter be enacted or promulgated. Tenant shall, at its sole cost and
expense, promptly comply with all laws, statutes, ordinances and
governmental rules, regulations or requirements now in force or which may
hereafter be in force, and with the requirements of any board of fire
insurance underwriters or other similar bodies now or hereafter
constituted, relating to, or affecting the condition, use or occupancy of
the Premises, excluding structural changes not related to or affected by
Tenant's improvements or acts. The judgment of any court of competent

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jurisdiction or the admission of Tenant in any action against tenant,
whether landlord is a party thereto or not, that tenant has violated any
law, ordinance or governmental rule, regulation or requirement, shall be
conclusive of that fact as between landlord and Tenant.

34. FORCE MAJEURE.

Any prevention, delay or stoppage of work to be performed by Landlord or
Tenant which is due to strikes, labor disputes, inability to obtain labor,
materials, equipment or reasonable substitutes therefor, acts of God,
governmental restrictions or regulations or controls, judicial orders,
enemy or hostile government actions, civil commotion, fire or other
casualty, or other causes beyond the reasonable control or the party
obligated to perform hereunder, shall excuse performance of the work by
that party for a period equal to the duration of that prevention, delay or
stoppage.

35.  Curing Tenant's Defaults

If Tenant defaults in the performance of any of its obligations under this
Lease, Landlord may (but shall not be obligated to) without waiving such
default, perform the same for the account at the expense of the Tenant.
Tenant shall pay Landlord all costs of such performance promptly upon
receipt of a bill therefor.

36.  Sign Control

Tenant shall not affix, paint, erect or inscribe any sign, projection,
awning, signal or advertisement of any kind to any part of the Premises,
Building or Project, including without limitation, the inside of windows or
doors, without the written consent of Landlord.  Landlord shall have the
right to remove any signs or other matter, installed without Landlord's
permission, without being liable to Tenant by reason of such removal, and
to charge the cost or removal to Tenant as additional rent hereunder,
payable within ten (10) days of written demand by Landlord.

37.  Miscellaneous

a.  Accord and Satisfaction; Allocation of Payments.  No payment by Tenant
or receipt by Landlord of a lesser amount than the Rent provided in this
Lease shall be deemed to be other than on account of the earliest due Rent,
nor shall any endorsement or statement on any check or letter accompanying
without prejudice to Landlord's right to recover the balance of the Rent or
pursue any other remedy provided for in this Lease.  In connection with the
foregoing, Landlord shall have the absolute right in its sole discretion to
apply any payment received from Tenant to any account or other payment of
Tenant then not current and due or delinquent.

b.  Addenda.  If any provision contained in an addendum to this Lease is
inconsistent with any other provision, herein, the provision contained in
the addendum shall control, unless otherwise provided in the addendum.

c.  Attorney's Fees.  If any action or proceeding is brought by either
party against the other pertaining to or arising out of this Lease, the

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finally prevailing party shall be entitled to recover all costs and
expenses, including reasonable attorney's fees, incurred on account of such
action or proceeding.

d.  Captions, Articles, and Section Numbers.  The captions appearing within
the body of this Lease have been inserted as a matter of convenience and
for reference only and in no way define, limit or enlarge the scope or
meaning of this Lease.  All references to Article and Section numbers refer
to Articles and Sections in this Lease.

e.  Changes Requested by Lender.  Neither Landlord or Tenant shall
reasonably withhold its consent to changes or amendments to this Lease
requested by the lender on Landlord's interest, so long as these changes do
not alter the basic business terms of this Lease or otherwise materially
diminish any rights or materially increase any obligations of the party
from whom consent to such charge or amendment is requested.

f. Choice of Law.  This Lease shall be construed and enforced in accordance
with the laws of the State.

g. Consent - deleted

h. Corporate Authority.  If Tenant is a corporation, each individual
signing this Lease on behalf of Tenant represents and warrants that he is
duly authorized to execute and deliver this Lease on behalf of the
corporation, and that this Lease is binding on Tenant in accordance with
its terms.  Tenant shall, at Landlord's request, deliver a certified copy
of a resolution of its board of directors authorizing such execution.

i. Counterparts.  This Lease may be executed in multiple counterparts, all
of which shall constitute one and the same Lease.

j. Execution of Lease; No Option.  The submission of this Lease to Tenant
shall be for examination purposes only, and is not and shall not constitute
a reservation of or option for Tenanat to lease, or otherwise create any
interest of Tenant in the premises or any other premises within the
building or project.  Execution of this Lease by Tenant and its return to
Landlord shall not be binding on Landlord notwithstanding any time
interval, until Landlord has in fact signed and delivered this Lease to
Tenant.

k. Furnishings of Financial Statements - deleted

l. Further Assurances.  The parties agree to promptly sign al documents
reasonably requested to give effect to the provisions of this Lease.

m. Mortgagee Protection. Tenant agrees to send by certified or registered
mail to any first mortgagee or first deed of trust beneficiary of Landlord
whose address has been furnished to Tenant, a copy of any notice of default
served by Tenant on Landlord.  If Landlord fails to cure such default
within the time provided for in this Lease, such mortgagee or beneficiary
shall have an additional thirty (30) days to cure such default; provided
that if such default cannot reasonably be cured within that thirty (30) day
period, then such mortgagee or beneficiary shall have such additional time

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to cure the default as is reasonably necessary under the circumstances.

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

o. Recording. Tenant shall not record this Lease without the prior written
consent of Landlord.  Tenant upon the request of Landlord, shall execute
and acknowledge a ``
                   short form'' memorandum of this Lease for recording
purposes.

p. Severability.  A final determination by a court of competent
jurisdiction that any provision, and any provision so determined to be
invalid shall, to the extent possible, be construed to accomplish its
intended effect.

q. Successors and Assigns.  This Lease shall apply to and bind the heirs,
personal representatives, and permitted successors and assigns of the
parties.

r. Time of the Essence.  Time is of the essence of this Lease.

s. Waiver.  No delay or omission in the exercise of any right or remedy of
Landlord upon any default by Tenant shall impair such right or remedy or be
construed as a waiver of such default.

The receipt and acceptance by Landlord of delinquent Rent shall not
constitute a waiver of any other default; it shall constitute only a waiver
of timely payment of the particular Rent payment involved.

No act or conduct of Landlord, including, without limitation, the
acceptance of keys to the Premises by Tenant before the expiration of the
Term.  Only a written notice from Landlord to Tenant shall constitute
acceptance of the surrender of the Premises and accomplish a termination of
the Lease.

Landlord's consent to or approval of any act by Tenant requiring Landlord's
consent or approval shall not be deemed to waive or render unnecessary
Landlord's consent to or approval of any subsequent act by Tenant.

Any waiver by Landlord of any default must be in writing and shall not be a
waiver of any other default concerning the same or any other provision of
the Lease.

The parties hereto have executed this Lease as of the dates set forth
below.

Date:   March 1, 1993              Date:  March 1, 1993

Landlord:  RCI-Loring, L.P.        Tenant:  C.V.B. Financial Corporation a
California limited      a California corporation

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partnership

By:  Riverside Commercial          By: Robert J. Schurheck
Investors, Inc. a California       Title:  Chief Financial
corporation, General Partner       Officer

By: Rufus C. Barkley, III          By: /s/ Robert J. Schurheck
                                           Robert J. Schurheck
Title:  President                  Title: Chief Financial Officer














































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<PAGE>






                    ADDENDUM AND MODIFICATION TO LEASE

                         BETWEEN RCI-LORING, L.P.,

                   a California Limited Partnership, and

                             CHINO VALLEY BANK

     The following is a modification of the Lease Agreement between RCI-
Loring, L.P., and Chino Valley Bank concerning the premises located at the
first floor of 3695 Main Street, Riverside, California:

     Paragraph 2.e. is amended to read:
               Common areas: the building lobbies, common corridors and
          hallways, restrooms, garage and parking areas, stairways,
          elevators and other generally understood public or common areas.
          Landlord shall have the right to reasonably regulate or restrict
          the use of the Common Areas. In the event of a dispute concerning
          such regulation, the parties hereto agree to submit the matter to
          a non-judicial arbitration.


Paragraph 2.k is amended to delete the last line, which states: Landlord
reserves the right to separately charge Tenant's guests and visitors for
parking. The tenant is aware they will pay the prevailing City surface
parking lot rate for all ten (10) spaces it will be provided.


     Paragraph 4., Delivery of Possession is amended to add the following
sentence:

     In the event that Landlord fails to deliver possession of the premises
to tenant on or before December 1, 1993, tenant, at its option, may declare
material breach of the contract.

     In the event the Tenant fails to deliver the Landlord with approved
tenant improvement working drawings for construction by June 15, 1993, the
Landlord, at its option, may declare material breach of this contract.

     In the event Tenant submits approved tenant improvement working
drawings prior to June 15, 1993, then the number of days prior to that date
of June 15, 1993 shall advance the date by which the Landlord shall be
committed to deliver possession of the premises to tenant, with all other
conditions but remaining in effect.










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     Paragraph 5.3, Project Operating Costs, subparagraph b.
(1)(b) is amended to add the following:

          (a) Notwithstanding any other provision of this paragraph of the
          lease, the Tenant shall only be responsible for its proportionate
          share of "Project Operating Costs" throughout its tenancy.

          (b) Operating costs incurred by Landlord in maintaining and
          operating the Building and Project, including without limitation
          the following: costs of (1) utilities; (2) supplies; (3)
          insurance for public liability and fire and extended coverage
          insurance for the full replacement cost of the Building and
          Project that is required by Landlord or its lenders for the
          Project; (4) services of independent contractors; (5)
          compensation of all persons who perform duties connected with the
          operation of, maintenance, repair or overhaul of the Building or
          Project, and equipment, improvements and facilities located
          within the project, including without limitation engineers,
          janitors, painters, floor waxes, window washers, security and
          parking personnel and gardeners (but excluding persons performing
          services not uniformly available to or performed for
          substantially all Building or project tenants and excluding
          repair, replacement or maintenance of the elevator), operation
          and maintenance of any room for delivery and distribution of
          mail, management of the Project, and any on site managers office.
          If at any time during the Term, less than ninety-five (95%) of
          the rental area of the Project is occupied, the "Operating Costs"
          component of the Project Operating Costs shall be calculated as
          if the Building was ninety percent (90%) occupied.

     Paragraph 5.3, Project operating Costs, subparagraph (2)
(e) is amended as follows:

          If any dispute arises as to the amount of any additional rent due
     hereunder, Tenant shall have the right after reasonable notice and at
     times to inspect Landlord's accounting records at Landlord's
     accounting office and, if after such inspection Tenant still disputes
     the amount of additional rent owed, a certification as to the proper
     amount shall be made by Landlord's certified public accountant. In the
     event of a dispute as to the propriety of charges, the parties agree
     to resolve the dispute in a binding private arbitration. Tenant agrees
     to pay the reasonable costs of such certification by the certified
     public accountant unless it is determined that Landlord's original
     statement overstated Project Operating Costs by more than five percent
     (5%).

     Paragraph 9., Services and Utilities, is amended as follows:

          Provided that Tenant is not in default hereunder, Landlord agrees
     to furnish to the Premises without limitation or charge, electricity
     for normal banking operations and heating, ventilation and air
     conditioning (HVAC) for the comfortable use and occupancy of the
     Premises. Such service will be provided Monday through Thursday
     between the hours of 7:00 a.m. and 6:00 p.m., 7:00 a.m. to 7:00 p.m.

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     on Fridays and on Saturdays from 9:00 a.m. to 1:00 p.m.
          Tenant shall not, without the written consent of Landlord, use
     any apparatus of device in the Premises using and excess of 120 volts
     which consumes more electricity than is usually furnished or supplied
     for the use of the premises as a bank. Tenant shall not consume water
     or electric current in excess of that usually furnished or supplied
     the use of Premises as a bank without first procuring the written
     consent of Landlord.

     Paragraph 11., Construction, Repairs and Maintenance, subparagraphs
b.(2,.b.(3) and b.(4) are amended as follows:
               (2) Tenant's sole expense shall, except for services
     furnished by Landlord pursuant to Article 9 hereof, maintain the
     Premises in good order, condition and repair, including the interior
     surfaces of the ceilings, walls and floors, all doors, all interior
     windows, electrical wiring, switches and fixtures.
               (3) Tenant shall be responsible for all repairs and
     alterations in and to the occupied Premises, Building and Project and
     the facilities and systems thereof, the need for which arises out of
     (i) Tenant's use or occupancy of the Premises, (ii) the installation,
     removal, use or operation of Tenant's Property on the Premises,, (iii)
     the moving of Tenant's Property into or out of the Building, or (iv)
     the act, omission, misuse or negligence of Tenant, its agents,
     contractors, employees or invitees.
     (4) If Tenant fails to maintain the Premises in good order, condition
     or repair, Landlord shall give Tenant notice to do such acts as are
     reasonably required to so maintain the Premises. If Tenant fails
     promptly to commence such work and diligently prosecute it to
     completion, then Landlord shall have the right to do such acts at a
     reasonable cost and chargeable to Tenant.

     Paragraph 11., Construction, Repairs and Maintenance, subparagraph f.
is amended as follows:






















                                    278
<PAGE>





               f. Except as otherwise provided in this Lease, Landlord
     shall have no liability to Tenant nor shall Tenant's obligations under
     this Lease be reduced or abated in any manner whatsoever by reason of
     any inconvenience, annoyance interruption or injury to business
     resulting reasonable repairs or changes which Landlord is required or
     permitted by this Lease to make in or to any portion of the Project,
     Building or the Premises. Landlord's undertaking shall be done in a
     reasonable manner taking into consideration the nature and hours of
     Tenant's business.

     Paragraph 12., Alteration and Additions, is amended to add the
following paragraph:
               (e) In the event that Tenant wishes to install automatic
     teller machine service, Tenant may do so if the installation can
     reasonably be accomplished. Upon termination of the lease, the Tenant
     shall restore the area to its original condition.

Paragraph 13. , Leasehold Improvements; Tenant I s Property, is amended as
follows:
               At the end of the lease term, Tenant may remove any and all
     personal property and fixtures placed in or on the property by Tenant,
     whether attached or not. Tenant will adequately repair any damage
     caused by such removal.

     Paragraph 16., Assignment Subletting is replaced with following:
               The Tenant shall not sublease the subject space without
     obtaining the prior written consent of the Landlord, which shall not
     be unreasonably withheld.

     Paragraph 19., Destruction of Damage, is amended as follows:
          In the event of total destruction of the Premises, the Lease and
     all obligations thereunder shall terminate. In the event of a partial
     destruction, meaning damage that will reasonably require less than 180
     days to repair, Landlord shall promptly commence to cure the damage
     and, once commenced, shall proceed reasonably to cause the work to be
     completed in a prompt manner. Rent during repairs will be abated.

     Paragraph 21., Indemnification, is amended as follows:

          Tenant shall indemnify and hold Landlord harmless against and
     from liability and claims of any kind or loss or damage to property of
     Tenant or any other person, or for any injury or death of any person,
     arising out of: (1) Tenant's negligent use or occupancy of the
     Premises, or nay work, activity or other things allowed or suffered by
     Tenant to be done in, or about the Premises; (2) and breach of default
     by Tenant of any









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<PAGE>





     of Tenant's obligations under this Lease; or (3) and negligent or
     otherwise tortious act or omission of Tenant, its agents, employees,
     invitees and contractors. Tenant shall provide insurance as set forth
     in Section 22 infra, for this purpose.

     Paragraph 27.3, Landlord's Default, is amended as follows:
               If Landlord fails to perform and covenant, condition or
     agreement contained in this Lease within thirty (30) days after
     receipt of written notice from Tenant specifying such default, or if
     such default cannot reasonably be cured within (30) days, if Landlord
     fails to commence to cure within that thirty (30) day period, then
     Landlord shall be liable to Tenant for any damages sustained by Tenant
     as a result of Landlord's breach.

                               FURTHER TERMS

     Paragraph 38. Tenant Improvements Allowance

               The Landlord shall provide a Tenant allowance of Ninety-one
          thousand eight hundred seventy-five dollars ($91,975.00) ($25.00
          per rentable square foot) for Tenant improvements on the
          leasehold, including building signage and space planning. Such
          improvements will be made to the specifications of Tenant and
          under Tenant's direction and control.

     Paragraph 39. Free Rent

               Tenant shall not be required to pay the Rent for the first
          six (6) months of the Lease term, commencing with the
          "Commencement Date".

     Paragraph 40. Rent Adjustment

               Notwithstanding any other provision of this Lease, the
          monthly Rent shall increase in the thirty-first (31st) month by
          eight percent (8%) to Five thousand eight hundred ninety-five
          dollars and ninety-one cents ($5,895.99) and in the sixty-first
          961st) month by ten percent (10%) to Six thousand four hundred
          eighty-five dollars and fifty-nine cents ($6,485.59).

     Paragraph 41. Options to Extend Lease Term

               Tenant shall have the option to extend the Lease term by (3)
          successive sixty (60) month periods. The Base Rent shall increase
          in the first










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     month of each option period by ten percent (10%) of the Base Rent paid
     in the last month of the previous period.

Paragraph 42. Tenant Parking Space Designation

          The ten (10) parking spaces to be reserved for the Tenant in the
     parking lot immediately adjacent to West wall of the building shall
     clearly marked to identify their exclusive use by Chino Valley Bank.
     The Landlord shall insure for a period of year that the Tenant's
     exclusive use of these spaces shall be enforced.

Paragraph 43. Tenant Signage

          The Tenant shall have until May 15, 1993 to design the signage
     for the property and obtain approval from the Landlord and all
     necessary governmental agencies. In the event that Landlord or
     governmental agencies do not approve the proposed signage, then Chino
     Valley Bank shall be entitled to cancel this Lease.





































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The foregoing amendments are incorporated in and become a part of a Lease
Agreement between the parties hereto. The foregoing is agreed to:

DATED: 3/2/93
                         RCI-LORING, L.P.
                         a California limited partnership

                         By: Riverside Commercial Investor, Inc. 
               a California corporation, General
                         Partner


                         By:/s/ Rufus C. Barkley III
                         RUFUS C. BARKLEY, III
                         President

DATED:

                         C.V.B. FINANCIAL CORPORATION,
                         a California Corporation

                         By: /s/ Robert J Schurheck, EVP
                         Robert J. Schurheck
                         Chief Financial Officer































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