OFFICE LEASE

EXHIBIT 10.16

OFFICE LEASE

1. PARTIES

1.1 This Lease is dated July 26, 2006, for reference purposes only and

is entered into in the City of San Jose, County of Santa Clara, State of

California, by and between

RPD ALMADEN, LLC,

a Delaware limited liability company

(hereinafter referred to as "Landlord") and

BRIDGE BANK NATIONAL ASSOCIATION, INC. ,

a California corporation

(hereinafter referred to as "Tenant").

2. PREMISES

2.1 In consideration of their respective agreements contained herein,

Landlord hereby leases to Tenant and Tenant hereby leases from Landlord premises

consisting of the entire fourth floor of the building located at:

55 Almaden Boulevard

San Jose, California

comprising a total of approximately 17,570 rentable square feet, designated as

Suite 400 and depicted in Exhibit "A" attached. Said premises are herein

referred to as the "Premises" and the building in which the Premises are located

is herein referred to as the "Building".

3. TERM

3.1 The Term of this Lease shall be for a period of one-hundred twenty

two (122) months commencing on the date defined in Article 4. If the Term

expires on a date other than the last day of the month, the Term shall continue

up to and including the last day of that month. If the Term expires on a day

which falls on a weekend, the Term shall continue up through and including

Sunday.

4. LEASE COMMENCEMENT

4.1 The Term of this Lease shall commence on November 1, 2006.

4.2 The Lease Commencement Date and Lease Expiration Date as prescribed

herein shall be confirmed by Landlord to Tenant in a written Confirmation of

Lease Commencement which shall be prepared by Landlord in substantially the form

of Exhibit "D" attached hereto, served on Tenant, executed by Tenant, returned

to Landlord and attached to this lease after the Lease Commencement Date has

occurred. Tenant's failure to execute and return the Confirmation of Lease

Commencement within fifteen (15) days after service by Landlord shall be deemed

approval by Tenant of all information set forth therein.

4.3 Upon the full execution of this Lease and delivery by Tenant to

Landlord of evidence of insurance required by Tenant and its contractors to be

carried hereunder, Tenant shall have the right to possession of the Premises for

the work referenced in Exhibit "F" attached hereto. Once such work has been

substantially completed, Tenant shall have the right to occupy the Premises,

prior to the Commencement Date, without the payment of Monthly Rent, prior to

the Commencement Date (and the same shall be referred to as the "Early Occupancy

Period").

5. RENT

5.1 Commencing on the first day of the Term of this Lease, Tenant shall

pay to Landlord as monthly installments of Rent in advance, due and payable on

the first day of each calendar month in lawful money of the United States the

following sums ("Base Rent"):

_______________________________________________________________________

MONTHS BASE RENT PER SQUARE FOOT MONTHLY RENT

_______________________________________________________________________

1 - 12 $0.00 $0.00

_______________________________________________________________________

13 - 24 $2.10 $36,897.00

_______________________________________________________________________

25 - 36 $2.16 $37,951.20

_______________________________________________________________________

37 - 48 $2.22 $39,005.40

_______________________________________________________________________

49 - 60 $2.29 $40,235.30

_______________________________________________________________________

61 - 72 $2.36 $41,465.20

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_______________________________________________________________________

73 - 84 $2.43 $42,695.10

_______________________________________________________________________

85 - 96 $2.50 $43,925.00

_______________________________________________________________________

97 - 108 $2.58 $45,330.60

_______________________________________________________________________

109 - 120 $2.66 $46,736.20

_______________________________________________________________________

121 - 122 $2.74 $48,141.80

_______________________________________________________________________

5.2 All rent, including Base Rent and escalation, due under this Lease

shall be paid at the address set out after the name of the Landlord or such

other address as may be designated in writing by Landlord.

If the date of commencement occurs on a day other than the first day of a

calendar month, the rent for such first month shall be prorated at the monthly

rate agreed upon in this lease agreement divided by the total number of days in

the first month times the number of days occupied during the first month.

If the date of expiration occurs on a day other than the last day of a calendar

month, the rent for such last month shall be prorated at the monthly rate agreed

upon in this lease agreement divided by the total number of days in the last

month times the number of days occupied during the last month.

6. TAXES AND OPERATING EXPENSES ESCALATION

6.1 Tenant shall pay to Landlord its pro rata share (as defined in

Section 6.2 below) of (i) the following expenses listed hereinbelow, and (ii)

only such other expenses as are normally and ordinarily incurred in connection

with the ownership and operation of the Property ("Expenses"). In order to be

included in Expenses, such expenses must be paid or incurred, by Landlord on the

Building, land, parking, and appurtenant site improvements whereon the Premises

are located (the "Property"), and then only to the extent the Expenses exceed

the expenses paid or incurred in the calendar year 2007, hereinafter defined as

"Base Year".

6.1.1.All real property taxes paid by Landlord that are levied

upon and/or assessed against the Property, including any taxes which may be

levied on rents (other than state or federal income taxes), the use or

occupation of the Building, vehicles utilizing parking areas, the making of this

Lease, and the occupancy of Tenant, Tenant shall be responsible for and charged

separately for any real property tax assessed on tenant improvements installed

by Tenant in accordance with Article 13 herein. If the local taxing authority

issues a separate tax statement for Tenant's improvements, Tenant shall pay

those taxes directly prior to delinquency. Notwithstanding the foregoing, the

following shall be excluded from real property taxes as defined herein:

(a) Any charges or penalties or interest accrued through

Landlord's nonpayment or late payment of taxes or assessments.

(b) Any taxes arising from or applicable to all other real and

personal property of the Landlord.

(c) Any real property tax assessed on tenant improvements

installed by or at the cost and expense of any other tenant of

the Building.

6.1.2 Any tax, fee, charge, or excise, however designated, by

any governmental or public authority applicable to the Property that is a direct

or indirect substitute in whole or in part for or in addition to real property

taxes. Estate, inheritance, transfer, gift, or franchise taxes levied on

Landlord shall not be included in Expenses, provided such taxes are not levied

to replace real property taxes, or relate to environmental or energy charges.

6.1.3 If, during the Term of this Lease, Landlord makes capital

improvements to the Building, Premises, or common areas as required by any new

or existing federal, state, city, or county legislation for reasons of energy

conservation, handicapped access, or other reasons of public heath, safety, and

welfare, Landlord may amortize such capital improvement costs over the

reasonable life of the capital improvement period and include the amortized cost

in Expenses. Any work necessary to correct latent defects in the Building or to

correct Landlord's failure to construct the Building in accordance with

applicable building codes and standards, shall be excluded from Expenses.

Expenses shall not include costs incurred by Landlord to cure violations of

applicable building codes and standards that existed prior to the date hereof.

6.1.4 All insurance premiums of fire, earthquake, extended

coverage, liability, and any other insurance that Landlord reasonably maintains

on the Building.

6.1.5 The cost of all Building services, including, without

limitation, elevator maintenance, engineering wages and benefits, maintenance

and repair, supplies, janitorial wages and benefits, utilities for heating and

ventilation, window cleaning, miscellaneous operating expenses, landscaping and

common area expenses, security, utilities provided to all common areas, the

salaries of the building manager and other building and parking personnel, and

administration and management fees, provided, however, that any annual increase

in Tenant's Pro-Rata Share of administration and management fees shall not

exceed four percent (4%) on a cumulative basis. Any building services may be

performed by Landlord or its affiliates or agents provided such charges and fees

do not exceed those charges and fees of independent contractors in similar

buildings in the downtown San Jose area.

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6.2 Tenant's pro rata share of Taxes and Operating Expenses shall be

dividends of those fractions represented by Tenant's total net rentable square

feet as of Lease Commencement Date (defined as 17,570 Square Feet) increased by

the portion of any Expansion Space upon exercise of any Expansion Option,

divided by the total net rentable square feet of the building (134,980 Square

Feet which based on space originally leased would be 13.02%), (hereinafter

"Tenant's Pro-rata Share"). If less than one hundred percent (100%) of the net

rentable area of the building is serviced as applicable during any calendar year

or portions thereof, there will be a proportional decrease to the total net

rentable area of the building for variable expenses only based on the ratio of

the Tenant's total net rentable square footage bears to the total net rentable

area of the Building actually serviced as applicable. Variable expenses shall be

defined as all utilities, janitorial, janitorial supplies, window cleaning,

Building services, and Building supplies which are provided to the Property.

Therefore, Tenant is only responsible for its pro rata share of expenses on

occupied or serviced areas and not for vacant areas, which is Landlord's

responsibility.

6.3 The amount of additional Rent to be paid by Tenant shall be

determined and payable as follows:

6.3.1 Within one hundred and twenty (120) days after the end of

each calendar year during the Lease Term, Landlord shall deliver to Tenant a

statement of the actual Operating Expenses for the preceding calendar year which

shall become the current year's estimate of Operating Expenses ("Estimated

Expenses"), and Landlord's statement of Tenant's Pro- rata Share of the

increase, if any, in the Estimated Expenses over the Base Year Expenses (the

"Excess Expenses"). For purpose hereof, the term "Base Year Expenses" shall mean

the Expenses incurred during calendar year 2007.

6.3.2 If the Estimated Expenses as determined for any calendar

year are less than the actual Operating Expenses incurred by Landlord during

that calendar year, then Tenant shall pay its Pro- rata Share of such difference

within thirty (30) days on receipt of Landlord's statement delivered pursuant to

Subparagraph 6.3.1.

6.3.3 Tenant shall also pay, within thirty (30) days of receipt

of such statement, an amount equal to one-twelfth (1/12th) of its Pro-rata Share

of the Excess Expenses times the number of months (including the month in which

payment is made) since the first such month of the year.

6.3.4 Thereafter, with each payment of Rent, Tenant shall pay

one-twelfth (1/12) of its Pro-rata Share of the Excess Expenses.

6.3.5 If the Estimated Expenses as determined for any calendar

year exceed the actual operating Expenses incurred by Landlord during that

calendar year, then Tenant's Pro-rata Share of such difference shall be credited

against its next payment of Base and additional Rent.

6.3.6 Landlord's and Tenant's obligation to make any payment

pursuant to subparagraph 6.3.2 and 6.3.5 above shall survive the termination of

this Lease. If after termination of this Lease, actual Operating Expenses for

the calendar year of the termination are less than Estimated Expenses for such

year, Landlord shall, within ten (10) days of Landlord's calculation of the

actual Operating Expenses, pay Tenant in cash its Pro-rata Share of such

difference. If actual expenses are higher than Estimated Expenses, then Tenant

shall, within ten (10) days of Tenant's receipt of Landlord's calculation of the

actual Operating Expenses, pay Landlord in cash its Pro-rata Share of such

difference. Any payment pursuant to this subparagraph shall be prorated based

upon the number of months of the Term in the year of termination.

6.4 Landlord shall maintain complete and accurate records of all

Expenses. Tenant or its representative shall have the right to inspect

Landlord's records of the Expenses once each year during reasonable business

hours and following fifteen (15) days' notice to Landlord.

7. FIRST MONTH'S BASE RENT

7.1 Upon execution of this Lease by Tenant, Tenant shall deposit with

Landlord the sum of Thirty Six Thousand Eight Hundred Ninety Seven and No/100

Dollars ($36,897.00) which shall be credited to the first monthly installment of

Base Rent due under section 5.1 hereof.

8. LATE CHARGE

8.1 Tenant hereby acknowledges that late payment by Tenant to Landlord

of Base Rent, Tenant's Pro-rata Share of Operating Expense increases, or other

sums due hereunder will cause Landlord to incur costs not contemplated by this

Lease, the exact amount of which will be extremely difficult to ascertain. Such

costs include, but are not limited to, processing and accounting charges, and

late charges which may be imposed on Landlord by the terms of any mortgage or

trust deed covering the Building. Accordingly, if any installment of Base Rent,

Tenant's Pro-rata Share of Operating Expense increase, or any other sum due from

Landlord shall not be received by Landlord or Landlord's designee within five

(5) days after such amount shall be due, then, without any requirement for

notice to Tenant, Tenant shall pay to Landlord a late charge equal to 5% of such

overdue amount. The parties hereby agree that such late charge represents a fair

and reasonable estimate of the costs Landlord will incur by reason of late

payment by Tenant. Acceptance of such late charge by Landlord shall in no event

constitute a waiver of Tenant's default with respect to such overdue amount, nor

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prevent Landlord from exercising any of the other rights and remedies granted

hereunder.

9. USE

9.1 Tenant shall use and occupy the Premises during the Term for retail

and non-retail banking and general office and related purposes and no other

purposes without the prior written consent of Landlord. Tenant shall not use,

suffer or permit the Premises or any part thereof to be used for any other

purpose or purposes without obtaining written consent of Landlord, which consent

shall not be unreasonably withheld.

9.2 Nothing contained in this Lease shall be construed to prohibit or

limit Landlord from using or leasing any portion of the Building, development,

or project of which the Premises are a part, or any other property owned or

controlled by it, for any lawful purpose.

9.3 Should Tenant commit or permit any act or acts upon the Premises or

use the Premises or permit the Premises to be used in any manner which will

increase the existing rate of insurance on the Building, any part thereof or its

contents or any part thereof, such additional expense shall be paid by Tenant to

Landlord within ten (10) days of delivery to Tenant of notice of such increase.

Tenant shall not, however, commit any acts which will cause the cancellation of

any insurance policy. Tenant shall not sell or permit to be kept, used or sold

in or about the Premises any article which may be prohibited by the standard

form of fire insurance policies, as such now or are hereafter provided, covering

the Building, any part thereof, or its contents.

9.4 Tenant shall not commit or suffer to be committed any waste upon

the Premises or any public or private nuisance or any other act or thing which

may disturb the quiet enjoyment of any other tenant in the Building in which the

Premises are located. Tenant shall not use the Premises or permit the Premises

to be used in whole or in part for any purpose that is deemed to be in violation

of any laws, ordinances, regulations or rules of any public authority or

organization at any time. A judgment of any court of competent jurisdiction or

the admission by Tenant in any judicial or administrative action or proceeding

against Tenant that Tenant has violated any such laws, ordinances, regulations,

or rules in the use of the Premises shall be deemed to be a conclusive

determination of that fact between Landlord and Tenant.

9.5 Upon the expiration or sooner termination of this Lease, Tenant

shall quit and surrender the Premises to Landlord in good condition and repair,

reasonable wear and tear excepted.

10. BUILDING SERVICES

10.1 Landlord agrees to furnish heating, ventilating and air

conditioning to the Premises to an extent lawfully permitted for the comfort and

occupation of the Premises to during the hours 7:00 a.m. to 6:00 p.m., Monday

through Friday and from 9:00 a.m. through 3:00 p.m. on Saturdays, legal holidays

excepted. Tenant agrees to keep the corridor doors closed. Tenant agrees not to

install any equipment which gives off heat in an amount which would place an

overload on the central building facilities; and in all respects to conform with

any reasonable rules and regulations Landlord shall make for the use of the

heating and air conditioning systems and will not install equipment which would

place an overload on the structure of the Building, provided however, that

Tenant shall be entitled to install air conditioning ducting and equipment to

service that portion of the Premises containing Tenant's computer equipment,

provided that Tenant shall otherwise comply with the requirements of Article 12

of this Lease. Tenant will have the right to require and pay for at its cost and

expense heating and air conditioning delivered to the floor or floors in which

its Premises are located at times other than those specified herein, provided it

gives Landlord twenty-four (24) hours notice of such requirements during

weekdays and forty-eight (48) hours during weekends and holidays. The current

cost is $55.00 per hour and the same may be increased from time to time to the

extent Landlord's actual costs for same are increased.

10.2 Landlord shall provide water, electricity, and use of elevators

twenty-four (24) hours per day, seven (7) days a week.

10.2.1 Landlord shall maintain, in good condition and repair,

the following:

(a) The structural parts and exterior walls of the

Building, which structural parts include the

foundations, bearing walls, subfloor, roof, and windows

(except if caused by acts of Tenant or its invitees).

(b) The unexposed electrical, plumbing and sewage

systems including without limitation, those portions of

the systems lying outside Premises;

(c) Utilities and building standard lamp replacement on

a scheduled basis;

(d) Heating, ventilating and air conditioning systems

of the Building;

(e) The landscaping, parking, loading areas, walks and

driveways of the Property; and

(f) Elevators, except for Tenant's private elevator

inside of Tenant's first floor premises. Landlord shall

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complete the functional upgrades to the building

elevators, including recladding the interiors,

replacement of buttons and indicator lights.

10.3 Landlord agrees to furnish, or cause to be furnished, the Premises

with electricity necessary for lighting and fractional horsepower office

machines, water, and elevator service in the Building and the Premises.

Janitorial service will be furnished five (5) times weekly, legal holidays

excepted, time and days to be at Landlord's option, provided that Landlord shall

cause the janitorial service provider to adhere to Tenant's security policies

and procedures with respect to the Premises, and that Tenant shall provide

Landlord with written copies of said security policies and procedures Window

cleaning, inside and outside, will be furnished two (2) times per year. No

electric current will be furnished for high-energy consumption equipment such as

electronic business machines or computers (other than electric typewriters, word

processors, adding machines, copy machines, fax machines, or desk-top computers

using 110 volts) or for hot plates or electric heaters (see Exhibit "B" attached

hereto).

10.4 If Tenant shall require electric current for purposes other than

those specified above, it is understood that Landlord may cause an electric

meter to be installed in the Premises for that equipment and kept in repair at

the sole cost and expense of the Tenant, so Tenant agrees to pay Landlord for

all such electric current consumed for any such other purposes at the rates

charged for similar services by the local public utility plus any additional

expense incurred in installing and maintaining such meter and keeping account of

the current so consumed. Statements of Landlord for such consumption of electric

current shall be rendered to Tenant not less frequently than quarter annually,

and final statements shall be rendered to Tenant on or before the last days of

the fourth month after expiration of the Lease. The amount of such statements

shall be paid by Tenant within fifteen (15) days after the same have been

rendered.

10.5 Landlord shall not be liable for any damage to person or property

of any nature whatsoever, or compensation or claim for abatement of Rent or

otherwise by reason of any inconvenience, annoyance, injury, or loss arising

from the installation, operation, and maintenance of any equipment or service

provided under this Article 10 or otherwise or from any failure to keep said

equipment or service in operation when such failure is occasioned by act or

neglect of Tenant or by repairs, removals, improvements needful in the judgment

of Landlord or by any power failure, labor controversy or by any accident or

casualty whatsoever, or for any other reason whatsoever and howsoever occurring

beyond Landlord's reasonable control. If interruptions, curtailment or stoppage

of any equipment or service extends beyond five (5) working days after written

notification is received by Landlord and is caused by Landlord or its agents',

employees', or contractors' negligence in properly maintaining or otherwise

timely commencing repair of any item of equipment, then Tenant shall be entitled

to a pro rata adjustment of rent for the period of any such curtailment or

stoppage of service.

10.6 Landlord shall not be required to furnish and Tenant shall not be

entitled to receive any such service provided for in this Article 10 during any

period when Tenant is in default under the provisions of this Lease.

10.7 Tenant shall have the right, at its sole cost and expense, to

install up to two (2) small satellite dishes on the roof of the Building, upon

the execution and delivery by Landlord and Tenant of a Satellite Installation

Agreement ("Satellite Agreement") attached hereto as Exhibit "G".

11. CONDITION OF PREMISES AND REPAIRS

11.1 Tenant shall be deemed to have agreed by accepting occupancy that

the Premises are in good order, condition, and repair except for latent defects

and except for items as to which Tenant has notified Landlord in writing prior

to the date on which Tenant occupies the Premises. Tenant, at Tenant's expense,

shall keep the Premises in good order, condition, and repair, including all

fixtures, and equipment installed by Tenant except for normal wear and tear. In

the event Tenant fails to maintain the Premises in good order and repair, except

for reasonable wear and tear, Landlord shall give Tenant notice to make such

repairs or perform such maintenance as Landlord deems appropriate in its

commercially reasonable discretion. In the event Tenant fails to do so within

fifteen (15) days of receipt of notice, or if such repairs cannot be reasonably

made within such a period and if Tenant has not commenced to make the repairs

and /or has not diligently prosecuted the repairs to completion, Tenant shall be

in material breach and default of this Lease, and Landlord shall have the

option, but not the obligation, to make such repairs or perform such maintenance

at the expense of Tenant and the cost thereof shall be deemed to be, and shall

be paid, as additional rent, with the rent next due following the delivery of

notice to Tenant of said cost. Landlord shall have no liability to Tenant for

any damage, inconvenience, or interference with the use of the Premises by

Tenant as a result of making any such repairs or performing such maintenance.

Landlord's right to perform such repair is in addition to a cumulative with all

other rights Landlord has hereunder and at law and in equity, and Landlord may

elect to utilize any number of such other remedies with or without so performing

such work.

11.2 Exhibit "F" (the "Work Letter") sets forth Landlord's obligation

for the payment of a Construction Allowance (as defined in the Work Letter).

12. ALTERATIONS

12.1 Tenant, at its expense, may make changes, additions and

improvements to the Premises provided any change, addition or improvement shall:

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(a) Be made only with the prior written consent of Landlord,

which consent shall not be unreasonably withheld or delayed, and

which shall include approval of space plans and final working

drawings, if applicable; and

(b) comply with all applicable governmental regulations

and carry certification from the Tenant's designer or architect

that the changes, additions or improvements to the Premises, to

the best of the certifier's knowledge, meet the requirements of

the Americans with Disabilities Act; and

(c) equal or exceed the current construction standards for

the building; and

(d) be performed by licensed contractors who have, prior to

commencing work, delivered to Landlord evidence of insurance

coverage in amount and form satisfactory to Landlord, which

current insurance requirements are described in Article 12.1.1

of this Lease.

12.2 Notwithstanding anything contained in Section 12.1 to the

contrary, Tenant shall not be responsible for the cost of any upgrades or

alterations to the Building outside of the Premises, that may result from

Tenant's Alterations within the Premises, including, but not limited to upgrades

or alterations to the fire and life safety systems within the Building,

compliance with the Americans With Disabilities Act ("ADA"), or other building

codes or ordinances. If Landlord is required to perform any upgrades or

alterations to the Building outside of the Premises as a result of Tenant's

Alterations within the Premises, then Landlord shall be entitled to include the

cost of such upgrades or alterations within Expenses in accordance with

requirements of Article 6 of this Lease.

12.1.1 COMMERCIAL GENERAL LIABILITY INSURANCE - Landlord's current

insurance requirements for contractors working in the Building, which may be

changed from time to time as is reasonably necessary, are as follows:

Each contractor or subcontractor shall secure and maintain, at its own expense,

a commercial general liability policy which insures against bodily injury,

property damage, personal injury and advertising injury claims arising from work

conducted or service provided on behalf of the Tenant, with a combined single

limit of $1,000,000 per occurrence, a general aggregate limit of $2,000,000, and

a products/completed operations aggregate limit of $2,000,000. Any general

aggregate limit shall apply per project (contractor). Such insurance shall

include Landlord, Landlord's Agents or Representatives and the

Engineer/Architect as additional insureds and certificate holders. Such

insurance shall include the following coverage extensions:

(a) Contractual liability; (b) Broad form property damage liability;

(c) Personal and advertising injury liability; and

(d) Coverage for liability arising from independent contractors.

Contractor's completed operations insurance shall remain in effect for two years

after completion of work on behalf the Landlord. Coverage may not be written on

a claims made basis without prior approval of Landlord.

HIGH RISK

Any contractors or subcontractors whose work or services listed on the "High

Risk Schedule" designated by Landlord are required to provide a combined single

limit of $5,000,000 per occurrence, a general aggregate limit of $5,000,000 and

a products/completed operations aggregate of $5,000,000. All other requirements

remain unchanged.

BUSINESS AUTO LIABILITY

Contractors and subcontractors shall secure and maintain, at their own expense,

a business auto liability policy which insures against bodily injury and

property damage claims arising out of maintenance, use or operation of "any

auto." A combined single limit of liability for bodily injury and property

damage of $1,000,000 per accident shall be furnished. Such insurance shall

include Landlord and Landlord's Agents or Representatives as additional insureds

and certificate holders.

WORKERS COMPENSATION & EMPLOYERS LIABILITY

Contractors and subcontractors shall secure and maintain, at its own expense,

workers compensation insurance and employers liability insurance. The workers

compensation insurance must satisfy the Contractor's/Subcontractor's workers

compensation obligation to its employees in the states in which they operate on

the Tenant's behalf. Employers liability insurance must be secured with minimum

limits of $1,000,000 for bodily injury by accident, $1,000,000 each employee for

bodily injury by disease, and a $1,000,000 policy limit for bodily injury be

disease or by Contractor's/Subcontractor's employees.

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CERTIFICATE OF INSURANCE

Contractors/Subcontractors shall furnish certificates of insurance, evidencing

such policies required above prior to commencement of work or services and prior

to each renewal thereafter. Such insurance shall be written with insurers

licensed to do business in the state in which the property is located, with a

Best Insurance Reports rating of "A," "VIII" or better unless otherwise approved

by Landlord, Landlord's Agents or Representatives. Such policies shall be

endorsed and such certificates shall provide that no cancellation, non-renewal

or material reduction in coverage can take effect unless 30 days prior written

notice by registered mail to furnished to the Landlord.

12.1.2Tenant or Tenant's contractor(s) shall apply for and

obtain any and all permits required for any alteration, and shall submit a copy

of each permit to Landlord upon receipt. Copies of the signed, approved

inspection records and permits shall be provided to Landlord at the completion

of work. If applicable, Tenant shall also provide Landlord a copy of the

Certificate of Occupancy issued by the Building Department upon completion of

the work and prior to Tenant's occupancy of the Premises.

12.1.3Within sixty (60) days of the completion of any

alterations to the Premises, Tenant shall provide Landlord with a copy of the

construction contract for the alteration along with copies of lien releases

evidencing Tenant's full payment under that contract.

12.1.4Within sixty (60) days of completion of any alterations to

the Premises, Tenant shall provide to Landlord one (1) set of reproducible "as

built" drawings and two (2) "as built" copies of drawings showing all

alterations, improvements, and changes to the Building and Premises.

12.2 Tenant shall have the right at any time during the Term of this

lease to remove its trade fixtures and personal property from the Premises

provided that Tenant is not then in default of any of its obligations hereunder

and provided such removal shall not damage or mar the Premises. Tenant, upon the

termination of this lease or the expiration of the Term hereof or upon vacating

the Premises for any reason, shall quit and surrender the Premises in the

condition Tenant received the Premises from Landlord, reasonable wear and tear

excepted. Upon the termination of this Lease or the expiration of the Term,

Landlord shall have the option to require Tenant to remove from the Premises, at

Tenant's expense, all trade fixtures placed on the Premises by Tenant, with the

Premises thereafter to be restored or repaired as required in Article 11.1 by

Landlord, at the expense of the Tenant. Provided however, that Tenant shall not

be required to remove the exiting vault located within the interior of the

Premises.

12.3 Tenant shall keep the Premises and the Building of which the

Premises are a part free and clear of any liens and shall indemnify, hold

harmless, and defend Landlord from any liens and encumbrances arising out of any

work performed or materials furnished by or at the direction of Tenant. In the

event any lien is filed, Tenant shall do all acts necessary to discharge any

lien within ten (10) days of filing, or if Tenant desires to contest any lien,

then Tenant shall deposit with Landlord within ten (10) days of filing the lien

such security as Landlord shall demand to insure the payment of the lien claim.

In the event Tenant shall fail to pay any lien claim when due or shall fail to

deposit the security with Landlord within the aforesaid ten (10) day period, the

Tenant shall be in default of this Lease. In addition to any other remedies

Landlord may have under this Lease for the default, Landlord shall also have the

right to expend all sums reasonably necessary to discharge the lien claim and to

notify the Tenant of the amount of such sums. Thereafter, Tenant shall pay as

additional rental, when the next rental payment is due, all sums expended by

Landlord in discharging any lien, including actual attorneys' fees and costs.

13. TAXES

13.1 Tenant shall pay, or cause to be paid, before delinquency, any and

all taxes levied or assessed and which become payable during the Term hereof

upon all Tenant's leasehold improvements, equipment, furniture, fixtures and

personal property located in the Premises; except taxes attributed to Landlord's

tenant improvement allowance given to Tenant, if any. In the event any or all of

the Tenant's leasehold improvements, equipment, furniture, fixtures, and

personal property shall be assessed or taxed with the Building, Tenant shall pay

to Landlord its share of such taxes within ten (10) days after delivery to

Tenant by Landlord of a statement in writing setting forth the amount of such

taxes applicable to Tenant's property. Tenant shall have the right to contest

such taxes. If the local taxing authority issues a separate tax statement for

Tenant's improvements, Tenant shall pay those taxes directly prior to

delinquency. Failure of Tenant to so pay timely all or any part of the taxes it

is obligated to pay hereunder shall be a material breach and default of this

Lease.

14. ASSIGNMENT AND SUBLETTING

14.1 Tenant shall not voluntarily or by operation of law assign,

transfer, mortgage, sublet or otherwise transfer or encumber all or any part of

Tenant's interest in this Lease or in the Premises, without Landlord's prior

written consent, which Landlord shall not unreasonably withhold or delay.

Landlord shall respond to Tenant's request for consent hereunder in a timely

manner and any attempted assignment, transfer, mortgage, encumbrance or

subletting without such consent shall be void, and shall constitute a breach of

this Lease.

14.2 If Tenant wishes to sublet any portion of the Premises ("Proposed

Sublease Space"), Tenant shall give to Landlord, at least fifteen (15) days

prior to the proposed effective date of such subletting ("Proposed Effective

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Date") a notice of intention to sublease ("Notice of Intention"), which states

the Proposed Effective Date and fully describes the Proposed Sublease Space and

the proposed subtenant. Tenant shall also provide Landlord any additional

information requested by Landlord concerning the proposed sublease or the

proposed sublessee immediately upon request.

14.3 If Tenant wishes to sublet the whole Premises for the entire

remaining term, as to the whole Premises, Landlord shall have the right, to be

exercised by giving notice ("Recapture Notice") to Tenant within fifteen (15)

working days after receipt of Tenant's Notice of Intention, to recapture the

Premises. If such Recapture Notice is given, it shall serve to cancel and

terminate the entire remaining Term of this Lease as of the Proposed Effective

Date and as fully and completely as if said Date had been definitely fixed for

the expiration of the Term of this Lease and all option rights of Tenant under

this Lease with respect to the space shall also terminate retroactively as of

the date Tenant gave its Notice of Intention. If such Recapture Notice is not

given within 15 working days after receipt of Tenant's Notice of Intention, then

approval to sublease shall be deemed given.

14.4 As to a portion of the Premises, upon receiving Tenant's Notice of

Intention, Landlord will not unreasonably withhold or delay its consent to

Tenant's subletting the Proposed Sublease Space pursuant to the proposed

agreement as provided in its Notice of Intention subject, however, to all the

other provisions of this Article.

14.5 In the event of any assignment or sublease of all or any portion

of the Premises ("Transferred Space") where the rental reserved and all other

consideration paid by or on behalf of the assignee or subtenant for such

assignment or sublease, no matter how characterized and without regard to

whether such appears in the assignment or sublease, exceed or are in addition to

the rental reserved in the Lease or prorate portion of such rental, as the case

may be, for such Transferred Space, Tenant shall pay Landlord, as additional

rent, immediately after Tenant receives the same, fifty percent (50%) of such

excess after first deducting the cost, amortized on a straight line basis over

the remaining term of the Lease, of (i) the Broker's commission paid by Tenant

with regards to the transfer; (ii) the cost of improvements made to the Premises

by Tenant at Tenant's expense for the purpose of subletting or assigning.

14.6 Regardless of the Landlord's consent, no subletting or assignment

shall release Tenant of Tenant's obligation or alter the primary liability of

Tenant to pay the rent and to perform all other obligations to be performed by

Tenant hereunder. The acceptance of rent by Landlord from any other person shall

not be deemed to be a waiver by Landlord of any provisions hereof. Consent to

one assignment or subletting shall not be deemed consent to any subsequent

assignment or subletting. In the event of default by any assignee of Tenant or

any successor of Tenant, in the performance of any of the terms hereof, Landlord

may proceed directly against Tenant without the necessity of exhausting remedies

against said assignee. Landlord may consent to subsequent assignments or

subletting of this Lease or amendments or modifications to this Lease with

assignees of Tenant, without notifying Tenant, or any successor of Tenant, and

without obtaining its or their consent thereto and such action shall not relieve

Tenant of liability under this lease.

14.7 Tenant shall have the right to enter into a sublease, subject to

the Landlord's approval as defined herein and which approval will not be

unreasonably withheld or delayed, provided that the proposed tenant is generally

compatible with the use and tenant mix of the Building and that existing tenants

would not be materially adversely affected by the sublease tenant's use and

occupancy of the Premises. Tenant shall not sublease the Premises to any other

Tenant that is prohibited by virtue of restrictive clause(s) in any other tenant

lease and Landlord reserves the right to deny the right to sublease to such

tenant(s) unless express permission and waiver are received from the tenant or

tenants holding such restrictive clause(s). For purpose of this Section 14.7 any

use permitted in Section 9.1 shall be deemed a compatible use and tenant mix of

the building.

14.8 If Tenant is a corporation (other than a corporation which has

fifty (50) or more shareholders and tangible assets of One Million Dollars

($1,000,000) or more in fair market value), or is an unincorporated association

or partnership (other than a partnership which has fifty (50) or more partners

and tangible assets of One Million Dollars ($1,000,000) or more in fair market

value), then the transfer, assignment, or hypothecation of any stock or interest

in such corporation or partnership in the aggregate during the Term of this

Lease in excess of thirty-three and one-third percent (33-1/3%) shall be deemed

an assignment within the meaning and provisions of this section 14.

14.9 Notwithstanding the foregoing, Landlord shall consent to an

assignment, sublease, sale or transfer if the notice from Tenant states that

Tenant desires to assign the Lease, sublease the Premises, or transfer its

stock, to any entity into which Tenant: (i) wholly owns or controls Tenant; (ii)

is wholly owned or controlled by Tenant; (iii) is under common ownership or

control with Tenant; or (iv) into which Tenant or any of the foregoing parties

is merged, consolidated or reorganized, or to which all or substantially all of

Tenant's assets or any such other party's assets are sold (a "Permitted

Transferee"), provided that if the Tenant does not continue in existence as the

Tenant under the Lease (a) the transferee executes, acknowledges and delivers to

Landlord an agreement whereby the transferee agrees to be bound by all of the

covenants and agreements in this Lease which Tenant has agreed to keep, observe

or perform, that the transferee agrees that the provisions of this section shall

be binding upon it as if it were the original Tenant hereunder and (b) the

transferee shall have a net worth (determined in accordance with generally

accepted accounting principles consistently applied) immediately after such

transfer which is at least equal to the lesser of: (a) One Hundred Million and

No/100 Dollars ($100,000,000) or (b) the net worth (as so determined) of Tenant:

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(1) at the commencement of this Lease or (2) immediately before such transfer;

whichever is greater. Notwithstanding anything to the contrary in this

paragraph, Tenant shall not be released from liability as a result of any such

assignment, sublease, sale or transfer.

14.10 Attorney's Fees: In the event Tenant shall assign or sublet the

Premises or request the consent of Landlord to any assignment or subletting then

Tenant shall pay Landlord's reasonable attorney's fees incurred in connection

therewith, such attorney's fees not to exceed One Thousand Dollars ($1000.00)

for each such request.

15. HOLDING OVER

15.1 Any holding over after the expiration of this Lease by Tenant with

the consent of the Landlord shall be deemed to be a tenancy from month to month

and except for the Term thereof shall be on the same terms and conditions

specified herein, so far as applicable, except for Rent which shall be at 125%

of the rent due under this agreement.

16. NOTICES

16.1 All notices required or permitted by this Lease shall be in

writing and may be delivered in person (by hand or by messenger or courier

service) or may be sent by first class, certified or registered mail or U.S.

Postal Service Express Mail, with postage prepaid, or by facsimile transmission

with written confirmation of successful transmission, and shall be deemed

sufficiently given if served in a manner specified in this Paragraph 16. Either

Party may by written notice to the other specify a different address for notice

purposes, except that upon Tenant's taking possession of the Premises, the

Premises shall constitute Tenant's address for the purpose of mailing or

delivering notices to Tenant. A copy of all notices required or permitted to be

given to Landlord or Tenant hereunder shall be concurrently transmitted to such

party or parties at such addresses as Landlord or Tenant may from time to time

hereafter designate by written notice to the other party.

16.2 Any notice sent by registered or certified mail, return receipt

requested, shall be deemed given on the date of delivery shown on the receipt

card, or if no delivery date is shown, the postmark thereon. If sent by first

class mail the notice shall be deemed given forty-eight (48) hours after the

same is addressed as required herein and mailed with postage prepaid. Notices

delivered by United States Express Mail or overnight courier that guarantees

next day delivery shall be deemed given twenty-four (24) hours after delivery of

the same to the United States Postal Service or courier. If any notice is

transmitted by facsimile transmission or similar means, the same shall be deemed

served or delivered upon telephone confirmation of receipt of the transmission

thereof, provided a copy is also delivered via delivery or mail. If notice is

received on a Saturday, Sunday or legal holiday, it shall be deemed received on

the next business day.

16.3 Notices for Landlord shall be addressed to:

RPD Almaden, LLC

c/o Dinapoli Capital Partners

One Almaden Blvd., Suite 501

San Jose, CA 95113

Attention: Rob Cullen

16.3 Notices for Tenant, prior to its occupancy of the Premises,

shall be addressed to:

BRIDGE BANK NATIONAL ASSOCIATION, INC.

55 Almaden Boulevard

San Jose, California 95113

Attn: Ken Silveira

cc: Groom & Cave, LLP

1570 The Alameda, Suite 100

San Jose, CA 95126

Attn: Thomas R. Cave, Esq.

17. SIGNS

17.1 Subject to the approval of Landlord which shall not be

unreasonably withheld, and further subject to approval by any and all

governmental agencies having jurisdiction, Tenant shall have the right to

install a facade lobby sign in the lobby of the Building to identify the

location of the Tenant's first floor office. Such sign shall spell out Tenant's

name and/or contain Tenant's logo, and shall be installed at Tenant's sole cost

and expense. If installed, the sign shall be placed in the location set forth on

Exhibit "E" attached, which sign shall be deemed to have been approved by

Landlord as to location only. The foregoing signage is personal to the

originally named Tenant and to any Permitted Transferee.

17.2 Tenant, at its sole cost and expense, shall maintain in good

condition all signs installed by or for Tenant on and within the Building or

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Property. Tenant shall pay all permit and license fees which may be required to

be paid for the erection and maintenance of any and all such signs, and such

signs shall be legally permitted to be installed. Tenant agrees to exonerate,

save harmless, protect and indemnify Landlord from and against any and all

losses, damages, claims, suits, or actions for any damage or injury to person or

property caused by the erection and maintenance of such signs or parts thereof,

and insurance coverage for such signs shall be included in the public liability

policy which Tenant is required to furnish under Sections 20.1 and 20.2 hereof:

18. RIGHT OF ENTRY

18.1 Landlord and its agents shall have the right upon reasonable

advance notice to Tenant, during normal business hours, and when accompanied by

Tenant, except for janitors, emergencies, and in response to Tenant's request

for repairs, to enter upon the Premises with Tenant's permission for the

purposes of inspection, serving, or posting notices, maintaining the Premises,

making any necessary or appropriate repairs, complying with laws, ordinances and

regulations or protecting the Premises. Landlord and its agents shall have the

right upon twenty four (24) advance notice to Tenant, during normal business

hours, and when accompanied by Tenant, to enter upon the Premises for the

purpose of making alterations, or additions to any portion of the Premises

(including the erection and maintenance of scaffolding, partitions, and repair

equipment as shall be required), , or for any other lawful purpose, including

showing the Premises to prospective purchasers or tenants, so long as such entry

and activity do not interfere with the business activities of Tenant on the

Premises. Tenant shall not, in such event, claim or be allowed or paid any

damages for any injury or inconvenience occasioned thereby.

19. INDEMNIFICATION

19.1 Tenant shall indemnify and hold harmless Landlord from any and all

claims arising from Tenant's use of the Premises or from the conduct of its

business or from any activity, work, or other things done, permitted or suffered

by Tenant in or about the Premises, and shall further indemnify and hold

harmless Landlord against and from any and all claims arising from any breach or

default to the performance of any obligation on Tenant's part to be performed

under the terms of this Lease, or arising from any act or negligence of the

Tenant, and from all costs, attorneys fees, and liabilities, incurred in or

about the defense of any such claim or any action or proceeding brought thereon.

Tenant upon notice from Landlord shall defend the same at Tenant's expense by

counsel reasonably satisfactory to Landlord. Tenant, as a material part of the

consideration to Landlord, hereby assumes all risk of damage to property or

injury to persons in, upon, or about the Premises, from any cause other than

Landlord's, or its employees, agents, contractors, or invitees negligence or

intentional misconduct; and Tenant hereby waives all claims in respect thereof

against Landlord. Tenant shall give prompt notice to Landlord of any casualty or

accident in the Premises of which it has knowledge or notice. This indemnity is

conditioned upon Landlord giving Tenant prompt notice of any claim being

asserted or claimed against Landlord for which Tenant might be called upon to

indemnify Landlord.

19.2 Landlord shall defend, indemnify and hold harmless Tenant from any

and all claims arising from Landlord's work, or other things done, permitted or

suffered by Landlord in or about the Premises, and shall further defend,

indemnify and hold harmless Tenant against and from any and all claims arising

from any breach or default to the performance of any obligation on Landlord's

part to be performed under the terms of this Lease, or arising from any act or

negligence of the Landlord, and from all costs, attorneys fees, and liabilities,

incurred in or about the defense of any such claim or any action or proceeding

brought thereon. Landlord upon notice from Tenant shall defend the same at

Landlord's expense by counsel reasonably satisfactory to Tenant.

20. INSURANCE

20.1 Landlord's Insurance - Landlord shall secure and maintain:

(a) All risk property insurance on the Property, including the

Premises and the tenant improvements existing therein at the

Lease Commencement date. Landlord shall not be obligated to

insure any furniture, equipment, trade fixtures, machinery,

goods, or supplies which Tenant may keep or maintain in the

Premises or any alteration, addition, or improvement which

Tenant may make upon the Premises. In addition, Landlord shall

secure and maintain rental income insurance. Landlord may

elect to self-insure for the coverages required under this

section.

If the annual cost to Landlord for such property or rental

income insurance exceeds the standard rates because of the

nature of Tenant's operations, Tenant shall, upon receipt of

appropriate invoices, reimburse Landlord for such increased

cost.

(b) Commercial general liability insurance. Such insurance

shall be in addition to, and not in lieu of, insurance

required to be maintained by Tenant. Landlord may elect to

self-insure for this coverage. Tenant shall not be named as an

additional insured on any policy of liability insurance

maintained by Landlord.

20.2 Tenant's Insurance. Tenant shall secure and maintain, at

Tenant's expense:

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(a) All risk property insurance on all of Tenant's fixtures

and personal property in the Premises and on any alterations,

additions or improvements made by Tenant upon the Premises,

all for the full replacement cost thereof (without deduction

for depreciation). Such policies shall provide for protection

against any perils normally included within the classification

of "All Risks" and shall contain endorsements covering

demolition and increased costs of construction, water damage

(including earthquake sprinkler leakage), vandalism and

malicious mischief, and liability for changes in laws or

ordinance. Tenant shall use the proceeds from such insurance

for the replacement of fixtures and personal property and for

the restoration of Tenant's improvements, alterations and

additions to the Premises. Landlord shall be named as loss

payee as respects alterations, additions or improvements.

(b) Workers compensation and employers liability insurance.

The employers liability insurance shall afford limits not less

than $500,000 per accident, $500,000 per employee for bodily

injury by disease, and $500,000 policy limit for bodily injury

by disease. Such insurance shall comply with Tenant's

obligations to the employees under California law.

(c) Commercial general liability insurance which insures

against claims for bodily injury, personal injury, advertising

injury and property damage based upon, involving or arising

out of the use, occupancy or maintenance of the Premises and

the Project. Such insurance shall afford, at a minimum, the

following limits:

Each Occurrence $1,000,000

General Aggregate $2,000,000

Products/Completed Operations Aggregate $2,000,000

Personal & Advertising Injury Liability $1,000,000

Fire Damage Legal Liability $ 50,000

Medical Payments $ 5,000

Any general aggregate limit shall apply on a per-location

basis.

Such insurance shall name Landlord; its trustees, officers,

directors, agents and employees; Landlord's Mortgagees; and

Landlord's Representatives as additional insureds,

This coverage shall include blanket contractual liability,

broad form property damage liability and shall contain an

exception to any pollution exclusion which insures damage or

injury arising out of heat, smoke or fumes from a hostile

fire. Such insurance shall be written on an occurrence basis

and contain a standard separation of insureds provision.

(d) Business auto liability which insures against bodily

injury and property damage claims arising out of the

ownership, maintenance or use of "any auto". A minimum of a

$1,000,000 combined single limit per accident shall apply.

(e) Umbrella excess liability insurance, on an occurrence

basis, that applies excess of required commercial general

liability, business auto liability and employers liability

policies, which insures against bodily injury, property

damage, personal injury and advertising injury claims with the

following minimum limits:

Each Occurrence $5,000,000 minimum

Annual Aggregate $5,000,000 minimum

These limits shall be in addition to and not including those

stated for underlying commercial general liability, business

auto liability and employers liability insurance. Such policy

shall name Landlord; its trustees, officers, directors, agents

and employees; Landlord's Mortgagees; and Landlords'

Representatives as additional insureds.

20.3 General Insurance Requirements. All policies required to be

carried by Tenant hereunder shall be issued by and binding upon an insurance

company licensed to do business in the state of California with a rating of at

least "A- VII" or better as set forth in the most current issue of Best's

Insurance Reports, unless otherwise approved by Landlord. Tenant shall not do or

permit anything to be done that would invalidate the insurance policies

required.

Liability insurance maintained by Tenant shall be primary coverage without right

of contribution by any similar insurance that may be maintained by Landlord.

Certificates of insurance, acceptable to Landlord, evidencing the existence and

amount of each insurance policy required hereunder shall be delivered to

Landlord prior to delivery or possession of the Premises and ten days prior to

each renewal date. Certificates of insurance shall include an endorsement for

each policy showing that Landlord; its trustees, officers, directors, agents and

employees; Landlord's Mortgagees; and Landlord's Representatives are included as

additional insureds on liability policies and that Landlord is loss payee for

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property insurance. Further, the certificates must include an endorsement for

each policy whereby the insurer agrees not to cancel, non-renew or materially

reduce the limits of the policy on the premises without at least 30 days prior

written notice to Landlord and Landlord's Representative.

In the event that Tenant fails to provide evidence of insurance required to be

provided by Tenant hereunder, prior to commencement of the term and thereafter

during the term, within 10 days following Landlord's written request thereof,

and 30 days prior to the expiration date of any such coverage, Landlord may, but

shall not be obligated to obtain the required insurance, and the cost thereof,

together with an administrative fee of Five Hundred Dollars ($500), shall be

payable by Tenant to Landlord on demand. Nothing in this Section shall be deemed

to be a waiver of any rights or remedies available to Landlord under this Lease

or at law or in equity if Tenant fails to obtain the required insurance policies

and to deliver evidence thereof.

Tenant shall furnish Landlord with renewals or "binders" of each policy,

together with evidence of payment of the premium therefore, at least thirty (30)

days prior to expiration. Tenant shall have the right to provide insurance

coverage pursuant to blanket policies obtained by Tenant if the blanket policies

expressly afford coverage as required by this Lease.

The limits of insurance required by this Lease, or as carried by Tenant, shall

not limit the liability of Tenant or relieve Tenant of any obligation

thereunder, except to the extent provided for under Waiver of Subrogation. Any

deductibles selected by Tenant shall be the sole responsibility of Tenant.

20.4 Waiver of Subrogation - Each policy of All Risk Coverage which

Tenant obtains for the Premises, and which Landlord obtains for the Building,

shall include a clause or endorsement denying the insurer any right of

subrogation against the other party hereto to the extent that rights have been

waived by the insured party prior to the occurrence of injury or less. Landlord

and Tenant each waive any rights of recovery against the other for injury or

loss due to hazards covered by its own insurance, to the extent of the injury or

loss covered thereby.

21. ESTOPPEL CERTIFICATE

21.1 Tenant shall execute, acknowledge and deliver to Landlord within

ten (10) days of request by Landlord from Lease Commencement Date or payment in

full by Landlord of any contribution toward Tenant Improvements, if any, the

form of Estoppel Certificate attached as Exhibit "C" hereto, which shall confirm

that the Lease is unmodified and in full force and effect (or if there have been

modifications that the same are in full force and effect as modified), the date

of commencement of this Lease, the date on which rent has been paid, and any

such other information as Landlord shall reasonably request. Also, at any time

if requested by Landlord, Tenant shall execute and return to Landlord within ten

(10) days the same or a similar form of Estoppel Certificate, provided that

Tenant shall not be required to provide Landlord with an Estoppel Certificate

more than three (3) times during any twelve month period of the Lease Term. It

is acknowledged by Tenant that any such statement is intended to be delivered by

Landlord and relied upon by prospective purchasers, mortgages, beneficiaries

under deeds of trust or assignees thereof. Failure of Tenant to timely execute

and return said Certificate to Landlord within said ten (10) days shall be

deemed approval of same by Tenant and all information set forth on said

Certificate shall be conclusively binding on Tenant.

22. SUBORDINATION AND NONDISTURBANCE

22.1 Tenant shall, subject to the conditions set forth below, at the

request of Landlord, in writing, cause its interest to become subordinate to any

such first mortgage or first deed of trust which has been or shall be placed on

the land and building or land or building of which the Premises form a part.

Tenant shall, at any time hereinafter on demand, execute any instruments,

releases, or other documents that may be required by any mortgagee, mortgagor,

or trustor or beneficiary under any such first deed of trust or first mortgage

for the purpose of subjecting and subordinating this Lease to the lien of any

such first mortgage or first deed of trust, provided, however, that such

instrument must provide in effect that: (a) in the event of foreclosure or other

action taken under the mortgage or deed of trust by the holder thereof, this

Lease and the rights of Tenant hereunder (including the right, if any, to extend

the Term thereof and for additional space) shall not be disturbed but shall

continue in full force and effect so long as Tenant shall not be in default

hereunder; and (b) such holder shall permit insurance proceeds and condemnation

proceeds to be used for any restoration and repair required by this Lease; and

(c) no property owned or removable by Tenant shall be subject to any lien of the

mortgage or deed of trust. Tenant agrees that if the mortgagee, beneficiary, or

any person claiming under the mortgagee or beneficiary shall succeed to the

interest of Landlord in this Lease, Tenant will recognize said mortgagee,

beneficiary, or person as its landlord under the terms of this Lease, provided

that said mortgagee, beneficiary, or person for the period during which

beneficiary, trustee, or person shall hold Landlo