LEASE

Exhibit 10.2

LEASE

La Jolla, Regents/Arriba

This Lease is entered into as of the 26 th day of March, 2001, by and between La Jolla Investors, a Partnership and Larry Tucker, (“Landlord”), and 1st Pacific Bank of California, a California Corporation Trustee (“Tenant”).

WITNESSETH

1.          PREMISES .  The premises hereby leased to Tenant (the “Premises”) and hereby hired by Tenant, are situated in the City of San Diego, County of San Diego, State of California. The Premises are located in a shopping center (the “Shopping Center”) and are crosshatched on the site plan of the Shopping Center attached hereto as Exhibit “A” (the “Site Plan”). The Premises shall have a frontage of approximately fifteen and 1/3 (15.33 ) feet (said measurement being from center of partition to center of partition with respect to interior stores and from center of partition to outside wall with respect to end locations), and a depth of approximately sixty (60) feet (outside dimensions).

2.          USE .  The Premises are leased to Tenant and hired from Landlord solely for the following use: support office in connection with a retail banking operation. Tenant shall not use, or permit the Premises or any part thereof, to be used for any purpose other than the use for which the Premises are hereby leased.

3.          TERM .  The term of this Lease shall be for a period of one year five months commencing on August 1, 2001. Should the commencement date not be the first day of a calendar month, the term of this Lease shall be extended by the remaining days in said month. Tenant acknowledges that the Premises are presently occupied by another lessee and that Landlord will use its commercially reasonable efforts to deliver the Premises to Tenant by August 1, 2001.

4.          GUARANTEED MINIMUM MONTHLY RENTAL .

(a)        Guaranteed Minimum Monthly Rental .  Tenant’s obligation to pay Guaranteed Minimum Monthly Rental and Additional Rental, as hereinafter provided, shall commence on September 16, 2001. Tenant shall pay to Landlord, in advance on or before the first day of each calendar month, as Guaranteed Minimum Monthly Rental for the Premises the sum of One Thousand Nine Hundred ($1900) Dollars per month. Should Tenant’s obligation to pay not commence on the first day of a calendar month, Tenant shall pay Guaranteed Minimum Monthly Rental in advance for such fractional month prorated based upon the remaining days in said month. All amounts shall be paid in lawful money of the United States of America and shall be paid without deduction or offset, and without prior notice or demand at the address designated in Article 34.

1

5.          LATE CHARGE AND PROCESSING FEE .  If Tenant fails to pay the Guaranteed Minimum Monthly Rental within seven (7) days of its due date, or fails to make any other payment due to Landlord within ten (10) days of the due date, Tenant shall pay to Landlord, as Additional Rental, a Late Charge equal to five (5%) percent of the overdue amount. In the event Tenant makes payment by check for any payment due hereunder and such check is returned by Landlord’s or Tenant’s financial institution for any reason, the amount paid by said check shall be past due and subject to the Late Charge, plus Tenant shall pay to Landlord as Additional Rental a processing fee of Fifty and No/100ths ($50.00) Dollars. Should Tenant’s check be returned for any reason by Landlord’s or Tenant’s financial institution more than twice during any consecutive twelve (12) month period, Landlord may thereafter, by written notice to Tenant, require that all future payments to be made by Tenant be made by cashier’s check or money order.

2

7.          ADDITIONAL RENTAL AND IMPOUNDS .  As herein provided, in addition to the Guaranteed Minimum Monthly Rental, Tenant is obligated to pay to Landlord certain amounts as Additional Rental. Included as a part of Additional Rental are the following:

B.         Real estate taxes and assessments, rental taxes and business licenses and taxes, as set forth in Article 9.

C.         Common Area Expense, including a ten (10%) percent administrative fee, as set forth in Article 11.

D.         Utilities and trash collection, including a ten (10%) percent administrative fee as set forth in Article 12.

E.          Building maintenance and repair, including a ten (10%) percent administrative fee, as set forth in Article 13.

F.          Insurance costs, including a ten (10%) percent administrative fee as set forth in Article 14.

Rather than bill and collect the Additional Rental referred to in this Article in arrears, Landlord may estimate the amount of said Additional Rental for a period not more than one (1) year in advance, and collect and impound said amount in monthly installments. On or before March 1 of each year, Landlord shall provide to Tenant a reconciliation of Tenant’s account for the one (1) year period ending the preceding December 31. Said reconciliation shall set forth in reasonable detail the costs and expenses paid by Landlord, and shall include a computation as to Tenant’s pro rata share. In the event Tenant has overpaid its share of said costs and expenses, Landlord shall credit Tenant’s account for the amount of the overpayment, and in the event of an underpayment, Tenant shall pay to Landlord said underpayment within ten (10) days after receipt of said reconciliation.

8.          PROPERTY MANAGEMENT FEE.

9.          REAL ESTATE TAXES AND RENTAL TAX .  Tenant shall pay to Landlord as Additional Rental the annual real estate taxes and assessments levied upon the Premises and a pro rata share of the parking and common areas of the Shopping Center. In the event the Premises are not separately assessed, the real estate taxes and assessments with respect to the Premises shall be determined by the ratio that the floor area of the Premises, excluding mezzanine and basements, if any, bears to the total floor area, excluding mezzanines and basements, of the building or buildings which includes the Premises and for which a separate assessment is made. In the event such separate assessment does not reflect a pro rata share of the parking and common areas of the Shopping Center, an appropriate adjustment shall be made by Landlord in its reasonable discretion.

The real estate taxes and assessments for the year in which this Lease commences and ends shall be prorated. With respect to any assessment, payable in installments, only the installment payments payable during the term of this Lease shall be included in computing Tenant’s obligation.

The term “real estate taxes and assessments” as used herein shall be deemed to mean all taxes imposed upon the real property and improvements constituting the Premises or the Shopping Center, and all assessments levied against or which encumber the Premises or the Shopping Center during the term of the Lease, but shall not include personal income taxes, personal property taxes, inheritance taxes or franchise taxes levied against Landlord, but not directly against the Premises or the Shopping Center.

3

Tenant shall pay to Landlord as Additional Rental any and all taxes and impositions imposed in lieu of, or as a supplement to, real estate taxes and assessments, all excise, privilege and other taxes, other than net income and estate taxes, levied or assessed by any federal, state or local authority upon the rent and other amounts payable by Tenant to Landlord hereunder, and Tenant shall pay as Additional Rental a pro rata share of any business or license tax imposed upon Landlord by any governmental authority which is based or measured in whole or in part by amounts charged or received by Landlord from Tenant under this Lease, or from Landlord’s ownership of the Premises or the Shopping Center.

The Additional Rental provided for in this Article is due ten (10) days after Landlord’s mailing of a statement for the amount due. Landlord may estimate the amount due, or any portion thereof, and collect and impound the amount of Tenant’s estimated obligation as provided in Article 7.

10.        PERSONAL PROPERTY TAXES .  During the term of this Lease, Tenant shall pay prior to delinquency all taxes assessed against and levied upon the trade fixtures, furnishings, equipment and all other personal property of Tenant located in the Premises, and when possible Tenant shall cause said trade fixtures, furnishings, equipment and other personal property of Tenant to be assessed and billed separately from the real property of Landlord. In the event any or all of Tenant’s trade fixtures, furnishings, equipment and other personal property shall be assessed and taxed with Landlord’s real property, Tenant shall pay to Landlord as Additional Rental Tenant’s share of such taxes within ten (10) days after mailing by Landlord of a statement setting forth the amount of such taxes applicable to Tenant’s personal property.

11.        PARKING AND COMMON AREAS .  The parking and common areas of the Shopping Center shall be available for the non-exclusive use of Tenant during the full term of this Lease, provided that the condemnation or other taking by any public authority, or sale in lieu of condemnation, of any or all of the parking and common areas shall not constitute a violation of this covenant. Landlord reserves the right to change the entrances, exits, traffic lanes and the boundaries and locations of such parking and common areas. This Lease shall be subordinate to any agreement of record existing as of the date of this Lease, or to any agreement subsequently recorded, which encumbers the real property of which the Premises are a part, which agreement provides for reciprocal easements and restrictions pertaining to the parking and common areas, and in the event of conflict between the provisions of such agreement and this Lease, the provisions of said agreement shall prevail.

(a)        Landlord shall keep or cause to be kept the parking and common areas in a neat, clean and orderly condition, properly lighted and landscaped, and shall maintain, repair and/or replace the facilities thereof as necessary in Landlord’s reasonable discretion. All costs incurred in connection with the parking and common areas shall be charged to the tenants of the Shopping Center and prorated in the manner hereinafter set forth. The phrase “costs incurred in connection with the parking and common areas” as used herein shall be construed to include, but not be limited to, all sums expended by Landlord in connection with the parking and common areas for resurfacing, repaving, painting, restriping, cleaning, sweeping, janitorial services, planting, replanting, landscaping, electricity and other utilities, repair and replacement of lighting standards, pylon and monument signs, directional signs and other markers and bumpers, general maintenance and repairs, personnel to implement such services and to police the parking and common areas, required fees or charges levied pursuant to any governmental requirements, maintenance of common utility lines, public liability and property damage insurance on the parking and common areas, which shall be carried and maintained by Landlord and with limits as determined by Landlord from time to time, plus a fee equal to ten (10%) percent of all of said costs to Landlord for administration of the maintenance, repair and/or replacement of the parking and common areas as hereinabove described. Said expenses and administrative fee are herein referred to as “Common Area Expense.”

Landlord shall periodically mail to Tenant a statement, itemizing in reasonable detail, the total Common Area Expense, and Tenant shall pay to Landlord as Additional Rental, Tenant’s pro rata share of such cost within ten (10) days after the mailing of said statement. Tenant’s pro rata share shall be determined by the ratio that the number of square feet of gross floor area, excluding mezzanine and basement, in the Premises bears to the total number of square feet of gross floor area, excluding mezzanine

4

and basement, of all buildings in the Shopping Center which have been completed as of the commencement of the billing period. In the event Tenant’s business by its nature results in additional debris in the parking and common areas (such as a fast food business) Landlord may allocate additional Common Area Expense to Tenant. Landlord may, at its option, estimate the Common Area Expense and collect and impound from Tenant, the amount of Tenant’s pro rata share as provided in Article 7. In the event Landlord does not own the entire Shopping Center, Tenant’s pro rata share of the costs shall be determined by the ratio that the number of square feet of gross floor area, excluding mezzanine and basement in the Premises, bears to the total number of square feet of gross floor area, excluding mezzanines and basements, of all buildings owned by Landlord in the Shopping Center multiplied by the Common Area Expense incurred by Landlord for the parking and common areas owned by Landlord.

(b)        Tenant, for the use and benefit of Tenant, its agents, employees, customers, licensees and subtenants, shall have the non-exclusive right in common with Landlord, and other present and future owners, tenants, and their agents, employees, customers, licensees and subtenants of the Shopping Center, to use the parking and common areas during the term of this Lease, and any extensions thereof, for ingress and egress and automobile parking and pedestrian movement; provided, however, Tenant and Tenant’s employees shall park their automobiles in those areas designated by Landlord for employee parking, or at Landlord’s written request shall park their automobiles outside of the Shopping Center, provided all other tenants within the Shopping Center are required to do the same.

12.        UTILITIES AND TRASH COLLECTION .  Tenant shall pay for all public services and utilities used by Tenant or any of its subtenants, licensees or concessionaires and shall pay all use, connection, or other fees required to be paid as a result of Tenant’s use of the Premises. If any utility is not separately metered, Tenant shall reimburse Landlord for Tenant’s pro rata cost of said service, plus a ten (10%) percent administrative fee, to be determined by the ratio that the gross floor area of the Premises, excluding mezzanine and basement, bears to the total gross floor area of the building or buildings, excluding mezzanine and basements for which service is provided. In the event Tenant utilizes an inordinate amount of a utility which is not separately metered, Tenant’s share will be appropriately adjusted. Landlord may estimate the cost of said service and administrative fee and collect and impound Tenant’s share of said cost as provided in Article 7.

Tenant shall, at its expense, arrange for the collection of its trash, unless Landlord elects to provide trash collection, in which event Tenant shall reimburse Landlord for its pro rata share of the cost of said collection plus a ten (10%) percent administrative fee. Said pro rata share to be determined by the ratio that the gross floor area of the Premises, excluding mezzanine and basement, bears to the total gross floor area of the building or buildings, excluding mezzanines and basements for which trash collection is provided. In the event Tenant generates an inordinate amount of trash, Tenant’s share shall be appropriately adjusted. Landlord may estimate the cost of said collection and administrative fee and collect and impound Tenant’s share of said cost as provided in Article 7.

13.        BUILDING MAINTENANCE AND REPAIR .  Tenant shall, except as hereinafter provided, at all times during the term hereof, and at Tenant’s sole cost and expense, keep, maintain and repair the Premises and each part thereof in good and sanitary order and condition including without limitation, the maintenance and repair of any interior walls, storefront, doors, window casements, glazing, plumbing, pipes, electrical wiring and conduits from Tenant’s meter, and the heating, ventilating and air conditioning system, including the maintenance of a service contract with a reputable heating and air conditioning contractor approved by Landlord. Tenant shall repair any damage caused to any portion of the Premises as a result of any criminal act such as robbery, burglary or vandalism. Tenant shall also, at its sole cost and expense, make all alterations or improvements to the Premises necessitated as a result of the requirement of any governmental authority. Tenant hereby waives any right which it may have to make repairs at the expense of Landlord, and Tenant hereby waives all rights provided for by law to make such repairs. By entering into the Premises, Tenant shall be deemed to have accepted the Premises as being in good and sanitary order, condition and repair, and Tenant agrees upon the expiration or earlier termination of this Lease to surrender the Premises,

5

in the same condition as when received, (with the addition of leasehold improvements not required to be removed), reasonable use and wear thereof and damage by fire, act of God or by the elements excepted. Tenant shall periodically sweep and clean the sidewalks adjacent to the Premises, as needed.

Landlord shall, subject to Tenant’s reimbursement, as hereinafter provided, maintain in good repair the exterior walls (including painting as required) and roof of the Premises, and sidewalks adjacent thereto and shall maintain all common utility services including the common fire sprinkler system (if any). Tenant shall not, nor will it authorize any person to, go onto the roof of the building of which the Premises are a part, without the prior written consent of Landlord. Said consent will be given only upon Landlord’s satisfaction that any repairs necessitated as a result of Tenant’s action will be made by Tenant at Tenant’s expense, and will be made in such a manner so as not to invalidate any guarantee relating to said roof. In no event shall Tenant, without Landlord’s prior written consent, cut a hole in or otherwise penetrate the roof, floor or walls of the Premises for any purpose. Landlord shall not be required to make any repairs to the exterior walls, roof and sidewalks unless and until Tenant has notified Landlord in writing of the need for such repairs and Landlord shall have had a reasonable period of time thereafter to commence and complete said repairs. Tenant shall reimburse Landlord, as Additional Rental, for Tenant’s pro rata share of the cost of all repairs and maintenance incurred by Landlord in accordance with this Article, plus a ten (10%) percent administrative fee, said pro rata share to be determined by the ratio of the gross floor area, excluding mezzanines and basements, of the Premises bears to the total gross floor area, excluding mezzanines and basements, of the building of which the Premises are a part. Landlord may estimate the cost of said building maintenance and repair and administrative fee and collect and impound said amount as provided in Article 7.

14.        INSURANCE .  Landlord shall maintain fire and extended coverage insurance throughout the term of this Lease in an amount not in excess of the full replacement cost of the building in which the Premises are located, together with such other insurance as may be required by Landlord’s lender, ground lessor and/or by any governmental agency. At Landlord’s option, such insurance may include coverage for loss of rents and/or the peril of earthquake and flood. Tenant shall pay to Landlord, as Additional Rental, Tenant’s pro rata share of the cost of said insurance, plus a 10% administrative fee, to be determined by the ratio that the gross floor area of the Premises, excluding mezzanine and basement, bears to the total gross floor area of the building or buildings, excluding mezzanine and basement, for which such policy relates. Landlord may estimate the cost of said insurance and collect and impound Tenant’s share of said cost and administrative fee as provided in Article 7.

Tenant shall, for the mutual benefit of Landlord and other parties of interest designated by Landlord (“Prior Interest Holders”), and Tenant, maintain comprehensive - “all risk” liability insurance against claims for injury or death to persons or damage to property occurring in, upon or about the Premises and on any sidewalks directly adjacent to the Premises with a combined single limit of not less than One Million ($1,000,000.00) Dollars. All such policies of insurance shall be written by an insurance company approved by Landlord, and shall be issued in the name of Landlord, the Prior Interest Holders and Tenant for the mutual and joint benefit and protection of such parties, and such policies of insurance or copies thereof shall be delivered to Landlord.

Said policy shall contain an endorsement that the coverage afforded by the policy is for the benefit of the Landlord and shall be primary as respect to any liability or claims arising out of the occupancy of the Premises by the Tenant, or Tenant’s operations and any insurance carried by Landlord shall be excess and noncontributory, and shall contain a waiver by the Tenant’s insurers of any right to 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.

15.        AS-IS .  The Premises shall be delivered free of debris in their as is condition.

6

16.        COMPLIANCE WITH INSURANCE REQUIREMENTS .  No use shall be made or permitted to be made of the Premises, nor acts done, which will increase the existing rate of insurance for the building in which the Premises are located (once said rate is established), or cause a cancellation of any insurance policy covering said building or any part thereof, nor shall Tenant sell or permit to be kept, used or sold in or about the Premises any article which may be prohibited by standard form fire insurance policies. Tenant shall, at Tenant’s sole cost, comply with any and all requirements, pertaining to the use of the Premises, of any insurance organization or company necessary for the maintenance of reasonable fire and public liability insurance, covering said building and appurtenances. In the event Tenant’s use of the Premises results in a rate increase for the building of which the Premises are a part, Tenant shall pay, as Additional Rental, a sum equal to the additional premium occasioned by said rate increase, within ten (10) days after Landlord’s demand.

Tenant, if involved in food preparation and sales as a cafe, restaurant, or similar use, and/or food takeout service, shall install, at its expense, such improvements as are unique to said business as may be required by any governmental authority, and shall install, at Tenant’s expense, fire protective systems in grill, deep fry and cooking areas, and such system when installed shall qualify for full fire protective credits allowed by the fire insurance rating and regulatory body in whose jurisdiction the Premises are located.

17.        INDEMNIFICATION OF LANDLORD .  Tenant shall indemnify, defend and hold Landlord and the Prior Interest Holders harmless from all claims, damages, costs (including attorneys’ fees and court costs), judgments, and liabilities resulting from Tenant’s use of the Premises and from all costs relating to such claims. Landlord shall not be responsible for the loss or damage to any persons or property resulting from theft, fire, explosion, flood, rain, roof or plumbing leaks, or any other cause, including without limitation, any acts or omissions of other tenants of the Shopping Center.

18.        COMPLIANCE WITH LAWS: WASTE AND NUISANCE .  Tenant shall comply with the requirements of all governmental authorities which now, or may hereafter have jurisdiction over the use of the Premises, and shall faithfully observe in said use all municipal ordinances and state and federal statutes now in force or which shall hereinafter be in force. The judgm