BASIC LEASE INFORMATION______________________________________________________ Date: February 24, 1998 Landlord: James Ratto, dba 815 Fifth Street Tenant: Sonoma National Bank Premises: 815 Fifth Street - SU 100, Santa Rosa, CA First Floor consisting...

BASIC LEASE
INFORMATION______________________________________________________


Date:                  February 24, 1998

Landlord:              Xxxxx Xxxxx, dba 000 Xxxxx Xxxxxx

Tenant:                Sonoma National Bank

Premises:              000 Xxxxx Xxxxxx - XX 000, Xxxxx Xxxx, XX
                       First Floor consisting of approximately 
                       8047 Square Feet

Type of Lease:         Full Service excepting janitorial services

Use:                   General Office and Professional Use

Term:                  Six years, three and one-half months 
                       (Termination Date: August 15, 2004)

Renewal Option:        One five (5) year option

Commencement Date:     May 1, 1998

Initial Base Rent:     Monthly:    $  12,875.00   
                       Annually:   $154,500.00

Operating Expenses:    Tenant's Percentage Share - 53.2%
                       Base Year -First twelve (12) months of occupancy

Security Deposit:      $12,875.00

Real Estate Broker:    Xxxxxx & Xxxxxx Company, Inc.

Address for Notices:   Landlord:    c/o Xxxx Xxx Xxxxxxx
                                    P.O. Box 30, Kenwood, CA 95452

                       Tenant:      c/o Xxxxxxx Xxxxxxx - President
                                    000 Xxxxxx Xxxxxx,
                                    Xxxxx Xxxx, XX  00000
                              

Tenant Improvements:   Per attached space plan 

Exhibits:              A (Premises), B (Rules), C (Utilities), Addendum


Signatures:

TENANT:                            LANDLORD: 

Sonoma National Bank                         Xxxxx Xxxxx

______________________________     __________________________________
By:                                By:

______________________________                              
By:






ADDENDUM TO LEASE

This Addendum to Lease ("Addendum") shall constitute part of that
certain Lease ("Lease"), dated as of February 1, 1998, between Sonoma
National Bank as Tenant and Xxxxx Xxxxx as Landlord.  The terms of this
Addendum shall be incorporated in the Lease for all purposes.

1. Existing Loan Office Premises:  Landlord agrees to assume Xxxxxx's
lease obligations in the space currently occupied by Xxxxxx's loan
office at 000 0xx Xxxxxx, Xxxxx Xxxx, XX from the Commencement Date
through the term of the lease for those premises. 

2. Tenant Improvements:  Landlord shall construct Tenant's interior
improvements to building standards in accordance with the floor plan
attached hereto as Exhibit A, including architectural fees, building
permit fees, and all physical improvements, alterations, additions
and/or interior modifications constructed according to the plan. 
Increased construction costs resulting from any changes and/or additions
to Exhibit A and/or building standards shall be paid for by Tenant.

3. Use Permit:  Landlord shall obtain a use permit from the City of
Santa Xxxx on behalf of Tenant for the use stated herein.  Tenant shall
cooperate with Landlord as reasonably necessary to obtain this use
permit. 

4. Disclosures:  See attached Standard Lease Disclosure Addendum and
Leasing Disclosure Regarding Real Estate Agency Relationship.  Xxxxxx &
Xxxxxx Company, Inc. is acting as a dual agent in this transaction.

5. Area Measurement:  Tenant has reviewed and approves the system of
measurement defining the rentable and usable square footage of the
Premises.

6. Signage:  Landlord will provide at his cost lobby directory and suite
entrance door signage.  Tenant may install their company name on the
facade of the building above the Fifth Street entrance in accordance
with the sign program currently under development by Xxxxx Architectural
Graphics.

7. Option to Extend.

a. Terms of the Option.  Provided that Tenant is not in default under
this Lease at the time of exercise of the right to extend and on the
date each extension is to commence, Tenant shall have the right to
extend this Lease for one additional term of five (5) years ("Extension
Term").  The Extension Term shall commence on the expiration date
("Expiration Date") of this Lease and shall extend for five years
therefrom ("Extension Term Expiration Date"). 

b. Exercise Notice.  If Tenant elects to extend the Lease for the
Extension Term, Tenant shall give unequivocal written notice ("Exercise
Notice") of its exercise to Landlord not less than one hundred twenty
(120) days prior to the Expiration Date.

c. Failure to Give Notice.  Tenant's failure to give an Exercise Notice
in a timely manner shall be deemed a waiver of Tenant's right to extend
for the Extension Term.

d. Applicable Terms and Conditions.  The terms, covenants and conditions
applicable to the Extension Term shall be the same terms, covenants and
conditions of this Lease except that:

(i) Extension.  Tenant shall not be entitled to any further option to
extend; and
(ii) Base Rent.  The Base Rent for the Premises may be increased (but
not decreased) as provided in this Section.

e. Determination of Base Rent During Extension Term.

(i) Landlord and Tenant shall have thirty (30) days after Landlord
receives the Exercise Notice within which to agree on the Base Rent
during the Extension Term, which shall be the prevailing fair market
rental value of the Premises during the Extension Term,  except that in
no event shall the Base Rent for the Extension Term be less than the
Base Rent last payable under this Lease during the Term.  In determining
the fair market rental value of the Premises during the Extension Term,
consideration shall be given to the uses of the premises permitted under
this Lease, the quality, size, design and location of the Premises, and
the rental value of comparable, improved office space located in the
downtown Santa Xxxx area.  If Landlord and Tenant agree on the Base Rent
for the Extension Term during the thirty (30) day period, they shall
immediately execute an amendment to this Lease stating the Base Rent.

(ii) Selection of Appraisers.  If Landlord and Tenant are unable to
agree on the Base Rent for the Extension Term within the thirty (30) day
period, then within ten days after the expiration of the thirty (30) day
period, Landlord and Tenant each, at its cost and by giving notice to
the other, shall appoint a competent and disinterested real estate
appraiser with at least five years' full-time commercial appraisal
experience in the geographical area of the Building to appraise and set
the Base Rent during the Extension Term.  If either Landlord or Tenant
does not appoint an appraiser within ten days after the other party has
given notice of the name of its appraiser, the single appraiser
appointed shall be the sole appraiser and shall set the Base Rent during
the Extension Term.  If two appraisers are appointed by Landlord and
Xxxxxx as stated in this Section, they shall meet promptly and attempt
to set the Base Rent for the Extension Term.  If the two appraisers are
unable to agree within thirty (30) days after the second appraiser has
been appointed, they shall attempt to select a third appraiser meeting
the qualifications stated in this Section within ten days after the last
day the two appraisers are given to set the Base Rent.  If they are
unable to agree on a third appraiser, either Landlord or Tenant, by
giving ten days' notice to the other, can apply to the then president of
the real estate board of Sonoma County, or to the presiding Judge of the
Superior Court of Sonoma County, for the selection of the third
appraiser who meets the qualifications stated in this Section.  Landlord
and Tenant each shall bear one-half of the cost of appointing the third
appraiser and of paying the third appraiser's fee.  The third appraiser,
however selected, shall be a person who has not previously acted in any
capacity for either Landlord or Tenant.

(iii) Value Determined by Three Appraisers.  Within thirty (30) days
after the selection of the third appraiser, a majority of the appraisers
shall set the Base Rent for the Extension Term.  If a majority of the
appraisers is unable to set the Base Rent within the stipulated period
of time, Xxxxxxxx's appraiser shall arrange for simultaneous exchange of
written appraisals from each of the appraisers and the three appraisals
shall be added together and their total divided by three; the resulting
quotient shall be the Base Rent for the Premises during the Extension
Term.  If, however, the low appraisal and/or the high appraisal are/is
more than ten percent (10%) lower and/or higher than the middle
appraisal, the divergent appraisal shall be disregarded.  If only one
appraisal is disregarded, the remaining two appraisals shall be added
together and their total divided by two; the resulting quotient shall be
the Base Rent for the Premises during the Extension Term.  If both the
low and the high appraisal are disregarded, the middle appraisal shall
be the Base Rent for the Premises during the Extension Term.

(iv) Notice to Landlord and Tenant.  After the Base Rent for the
Extension Term has been set, the appraisers shall immediately notify
Landlord and Tenant, who shall immediately execute an amendment to this
Lease stating the Base Rent.



TENANT:                            LANDLORD: 

Sonoma National Bank                         Xxxxx Xxxxx

______________________________________    ___________________________________
By:                                       By:

______________________________________                           
By: