SUBLEASE AGREEMENT

This Sublease Agreement (Sublease) is entered as of June 6, 2001, between Amazon.com Holdings, Inc., a Delaware corporation (Sublandlord) and Pacifica Bancorp, Inc. a Washington corporation (Subtenant).

R E C I T A L S:

A.            Amazon.com, Inc., a Delaware corporation (Original Tenant) and Opus Union Station, L.L.C. (Original Landlord) are parties to a Multi-Tenant Office Lease Agreement dated as of August 23, 1999, as amended by that certain Amendment 1 to the Multi-Tenant Office Agreement dated as of May 21, 2001 (the First Amendment) (as amended from time to time, the Prime Lease), Original Tenants interest in  which is now held by Sublandlord.  Effective June 12, 2001, Original Landlords interest in the Lease is now held by Seattle Union Station II. L.L.C., a Washington limited liability company (Landlord).  Pursuant to the Prime Lease, Sublandlord leases 253,769 square feet of Rentable Area (as defined in the Prime Lease) (the Leased Premises) from Landlord at the Opus Center South Building (the Building).  The Leased Premises and the Building are more fully described in the Prime Lease attached as Exhibit A to this Sublease.

B.            Subtenant wishes to acquire from Sublandlord the right to occupy a portion of the 1st floor of the Building as depicted on the illustration attached hereto as Exhibit B and consisting of approximately 6,280 square feet of Rentable Area (the Subleased Premises).  The final measurement of the entire 1st floor, determined pursuant to Section 1.1 of the Prime Lease, is 13,919 square feet of Rentable Area.

AGREEMENT

In consideration of the mutual promises of the parties and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1.             Sublease of Subleased Premises.  Sublandlord subleases to Subtenant, and Subtenant subleases from Sublandlord, the Subleased Premises, subject and pursuant to the terms and conditions of this Sublease.  After completion of the Subtenants Improvements, Sublandlord shall confirm to Subtenant in writing the Rentable Area of the Subleased Premises using the measurement standards set forth in the Prime Lease .

2.             Term of Sublease.  The term of this Sublease (Sublease Term) shall commence (Sublease Commencement Date) the earlier of (i) August 1, 2001 or (ii) Substantial Completion of the Subtenants Improvements (as defined in Section 6.1 below).  The term Substantial Completion as used in this Sublease shall have the meaning set forth in the Prime Lease (except that references to the Tenants Improvements will be deemed references

to the Subtenants Improvements).  Unless earlier terminated in accordance with the terms and conditions of this Sublease, the Sublease Term shall expire with respect to the entire Subleased Premises on April 29, 2011.

3.             Basic Rent and Additional Rent.  Rent to be paid under this Sublease shall include Basic Rent and Additional Rent as described in this Section 3, and all other sums that may be owing from Subtenant to Sublandlord under the terms of this Sublease.

3.1          Basic Rent

Basic Rent during the Sublease Term will be (i) $25.50 per square foot of Rentable Area in the Subleased Premises per year from the Sublease Commencement Date through March 31, 2006 and (ii) $28.00 per square foot of Rentable Area in the Subleased Premises per year from April 1, 2006 through expiration of the Sublease Term.  Subtenant will begin paying Basic Rent as of the Sublease Commencement Date.  Basic Rent shall be paid in equal monthly installments without previous demand, invoice or notice for payment.  Each installment of Basic Rent shall be due and payable in advance on the first day of each month during the Sublease Term.

3.2          Additional Rent

Commencing on the Sublease Commencement Date, Subtenant will pay as Additional Rent (i) Subtenants Share (as that term is defined below) of the amounts owed by Sublandlord as Tenants Share of Operating Expenses (as that term is defined in the Prime Lease) under Section 2.2 and Article 3 of the Prime Lease and (ii) all other sums that constitute Additional Rent under the terms of the Prime Lease and that pertain to the Subleased Premises or to Subtenants use or occupancy of the Subleased Premises.  Subtenants Share shall be a fraction, the numerator of which is the Rentable Area in the Subleased Premises and the denominator of which shall be 253,769 (which is the total Rentable Area in the Building as determined pursuant to Section 1.1 of the Prime Lease and the First Amendment).  Subtenant will pay Subtenants Share of the amounts payable pursuant to clause (i) above, together with Basic Rent, on the first day of each month during the Sublease Term without previous demand, invoice or notice for payment.  Subtenant will pay all amounts payable pursuant to clause (ii) above, and any other sums due under this Sublease (other than under Section 3.1 or clause (i) of this Section 3.2), within twenty-five (25) days after receiving Sublandlords invoice therefor.

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