1/16/98

                                      LEASE

                                      from
                             EWING EQUITIES, L.L.C.

                                       to
                               COMMERCE BANK, N.A.

                                    Article 1
                           Reference Date and Exhibits

1.1      Data
         ----
DATE                                   :    January 16, 1998

LOCATION OF PREMISES                   :    Olden Avenue and Arctic Avenue
                                            Ewing, New Jersey

LANDLORD                               :    EWING EQUITIES, L.L.C.

ORIGINAL ADDRESS OF                    :    17000 Horizon Way
                                            Suite 200
                                            Mt. Laurel, NJ 08054

TENANT                                 :    COMMERCE BANK, N.A.

ORIGINAL ADDRESS OF                    :    c/o Commerce Bancorp, Inc.
                                            1701 Route 70 East
                                            Cherry Hill, NJ 08034

LEASE TERM                             :    Twenty Years

ANNUAL FIXED RENT RATE                 :    Year     1-5    $75,000.00
                                                     6-10   $82,500.00
                                                     11-15  $90,750.00
                                                     16-20  $99,825.00

INSURANCE LIMITS                       :    $2,000,000 Single Action
                                            $4,000,000 Aggregate

                                       1
<PAGE>
                                                                         1/16/98

1.2      Table of Contents

ARTICLE I - Reference Data and Exhibits                              Page

1.1      Data                                                         1
1.2      Table of Contents                                            2

ARTICLE II - Premises and Term

2.1      Premises                                                     4
2.2      Term                                                         4
2.3      Option to Extend                                             4

ARTICLE III - Improvements

3.1      Construction of Improvements                                 4
3.2      Contractor                                                   5
3.3      Signs                                                        5

ARTICLE IV - Rent

4.1      The Rent, Minimum Fixed and Percentage                       5

ARTICLE V - Real Estate Taxes

5.1      Real Estate Taxes                                            5
5.2      Taxes                                                        5
5.3      Method of Payment                                            6

ARTICLE VI - Utilities and Services

6.1      Utilities and Charges Therefore                              6

ARTICLE VII - TENANT'S Additional Covenants

7.1      Affirmative Covenants                                        7

         7.1.1   Use                                                  7
         7.1.2   Compliance with Law                                  7
         7.1.3   Payment of TENANT'S Work                             7
         7.1.4   Indemnity and Liability Insurance                    8
         7.1.5   LANDLORD'S Right to Enter                            8
         7.1.6   Personal  Property at TENANT'S Risk                  8
         7.1.7   Payment of LANDLORD'S Cost of Enforcement            8
         7.1.8   Yield Up                                             8
         7.1.9   Maintenance                                          9
         7.1.10  Insurance                                            9

7.2      Negative Comments                                            9

         7.2.1   Overloading, Nuisance, etc.                          9
         7.2.2   Installation, Alteration or Additions               10

ARTICLE VIII - LANDLORD'S Additional Covenants

8.1      Warranty on Use                                             10
8.2      Competing Use                                               10

ARTICLE IX - Casualty-or Taking

9.1      TENANT to Repair or Rebuild in the Event of Casualty        10
9.2      Right to Terminate in Event of Casualty                     10
9.3      Eminent Domain                                              11

                                       2
<PAGE>
                                                                        1/16/98

                                   ARTICLE II
                                Premises and Term

     2.1 Premises - LANDLORD  hereby  leases to TENANT and TENANT  hereby leases
from  LANDLORD,  subject  to and  with  the  benefit  of the  terms,  covenants,
conditions and  provisions of this Lease,  the premises shown on Exhibit "A" and
described in Exhibit "B", both annexed  hereto and made a part hereof,  together
with any and all improvements,  appurtenances,  rights, privileges and easements
befitting,  belonging or pertaining thereto and a building no greater than 4,000
square  feet,  so long as such  building is within the  perimeter  of the leased
premises as shown on Exhibit "A".

     2.2 Term - TO HAVE AND TO HOLD for a term  beginning  at the earlier of (a)
Ninety  (90)  days  (inclusive  of the  time for  objectors  to  appeal  for any
approval)  after  LANDLORD has obtained  approval  for the  construction  of the
branch  bank as set forth in  Article  12  (notwithstanding  TENANT may not have
commenced  construction)  and continuing for the Lease term of twenty (20) years
unless sooner  terminated as hereinafter  provided.  When dates of the beginning
and end of the Lease term have been determined, such dates shall be evidenced by
a document in form for recording,  executed by LANDLORD and TENANT and delivered
each to the other.

     2.3  Option  to Extend - So long as  TENANT  is not in  default  hereunder,
TENANT  shall  have the  right to extend  this  Lease for four (4) five (5) year
terms under the same terms,  conditions  and provisions as in the original term,
at the following rentals:

              Option Years 1 -5    $ 109,807.00
                           6-10    $ 120,788.00
                           11-15   $ 132,867.00
                           16-20   $ 146,153.00

     TENANT  shall  give  written  notice  of its  intention  to  exercise  each
extension  option not less than Ninety (90) days prior to the  expiration of the
then current term. Lack of written notice by TENANT of its intention to exercise
any option prior to ninety (90) days before the  expiration  of the then current
term shall be deemed to constitute exercise of that option by the TENANT.

                                   ARTICLE III

                                  Improvements

     3.1 Construction of Improvements - TENANT agrees to construct,  at its sole
cost, a branch banking facility,  pursuant to the attached Site Plan, subject to
reasonable approval by the LANDLORD Of the building plans and specifications.

                                       4
<PAGE>
                                                                        1/16/98

     3.2  Contractor  - TENANT  shall have the right to select and  approve  the
contractor to complete the construction,  which shall be subject to the approval
of the LANDLORD. Approval by LANDLORD shall not be unreasonably withheld.

     3.3  Signs - TENANT shall have the right to erect such signs as permitted
by applicable zoning ordinances within the leased area.

                                   ARTICLE IV

                                      Rent

     4.1 The Rent,  Minimum  Fixed - TENANT  covenants and agrees to pay rent to
LANDLORD at the original address of LANDLORD or such other place as LANDLORD may
by notice in writing to TENANT from time to time direct,  at the following rates
and times.

     (a)  TENANT  agrees  to pay to  LANDLORD  base  annual  fixed  rent for the
Premises in accordance with and in the amount set forth in Paragraph 1.1 "Data".
The base  annual  fixed  rent  shall be paid in equal  monthly  installments  in
advance on the first (1st) day of each month beginning on the Commencement Date.
In addition to the base annual fixed rent, TENANT shall pay as and when the same
become due and owing as additional  rents,  all other monies provided for in the
Lease. It is the parties  intention that all charges and assessments  charged to
or assessed against the Premises shall be the responsibility of the TENANT, such
that the Lease shall be "net, net, net" to the LANDLORD, excepting only interest
and principal on any mortgage made by the LANDLORD and effecting the Premises.

     (b) For purposes of this Lease, the scheduled  increases in the base annual
fixed rate shall occur on the first day of the sixth (6th),  eleventh (11th) and
sixteenth  (16th)  years of the Initial Term as same is  determined  pursuant to
Paragraph  2.2 and on the first  day of the sixth  (6th),  eleventh  (11th)  and
sixteenth (16th), years of the Option Terms.

     (c) If any  installment  under this Lease is not paid within  fifteen  (15)
days of the time and at the place and in the  manner  specified,  then  LANDLORD
may, at its option, declare TENANT in default.

                                    ARTICLE V

                                Real Estate Taxes

     5.1 Real Estate Taxes - As additional  rent,  TENANT agrees to pay all real
estate taxes levied upon the Premises, improvements located on the Premises, the
leasehold  estate,  or any sublease hold estate of any nature including  special
assessments. The obligation for payment by TENANT of all real estate taxes shall
commence simultaneously with the payment of rent hereunder.

     5.2 Taxes - TENANT  agrees to pay all taxes  levied upon rents and personal
property,  including trade fixtures and inventory, kept on the demised Premises,
covered by Section 5.1 after

                                       5
<PAGE>
                                                                        1/16/98

presentation to TENANT by LANDLORD of statements from the taxing jurisdiction in
which  said  property  is  located.  TENANT,  however,  will pay only the lowest
discounted amount and will not be required to pay any penalty,  interest or cost
occurring by reason of  LANDLORD'S  failure to secure said tax  statements  in a
timely  fashion from the taxing  authorities  for any tax required to be paid by
TENANT.

LANDLORD may,  however,  direct the taxing  authorities  to send the  statements
directly to TENANT.  "In the event  LANDLORD  directs the taxing  authorities to
send a  statement  directly  to  TENANT,  TENANT  shall  make all such  payments
directly to the taxing  authority at least ten (10) days before any  delinquency
and  before  any fine,  interest  or  penalty  shall  become  due or  imposed by
operation of law for their nonpayment. Further, TENANT shall furnish to LANDLORD
within ten (10) days of the date when any tax, assessment or charge would become
delinquent,  receipts or other  satisfactory  evidence  establishing  the timely
payment of said taxes or charges."  LANDLORD further agrees that TENANT,  in the
name of  LANDLORD,  but at TENANT'S  sole  expense,  may protest any  assessment
before any taxing  authority or board or maintain any necessary  legal action in
reference  to said  assessment  or for the  recovery of any taxes paid  thereon.
Nothing  herein  contained  shall  require  TENANT  to pay any  income or excess
profits,  taxes assessed against LANDLORD or any corporation,  capital stock, or
franchise tax imposed upon LANDLORD.

     5.3 Method of Payment - LANDLORD shall give written notice  advising TENANT
of the amount of real estate taxes,  together  with a copy of the tax bill,  and
TENANT shall pay such amount to LANDLORD  within  thirty (30) days after receipt
of such notice.  If this Lease shall terminate  during a tax year,  TENANT shall
pay to LANDLORD,  a prorated  portion of the amount that would have been due for
the full tax year  based on the  number of days of said tax year  expired on the
date of termination.

                                   ARTICLE VI

                             Utilities and Services

     6.1 Utilities and Changes  Therefore - TENANT agrees to pay directly to the
authority  charged  with the  collection  thereof,  all charges for water,  gas,
electricity,  sanitary  sewer and sprinkler  changes,  telephone  connection and
standby fees and other utilities used or consumed in the Premises and shall make
its own arrangements  for such utilities.  In the event any such services cannot
be reasonably  procured from any public agency,  and LANDLORD  provides any such
services,  TENANT shall reimburse  LANDLORD for its  proportionate  share of any
such services used or consumed in the demised premises as additional rental.

                                       6
<PAGE>
                                                                        1/16/98

                                   ARTICLE VII
                          TENANT'S Additional Covenants

     7.1  Affirmative  Covenants - TENANT  covenants at its expense at all times
during the Lease term and such further  time as TENANT  occupies the Premises or
any part thereof.

                  7.1.1  Use -  TENANT  shall  use  and  permit  the  use of the
Premises  and the  improvements  to be  constructed  thereon  primarily  for the
operation  of a branch  bank,  provided  that  (subject  to the other  terms and
conditions  of this  Lease),  TENANT  may at any time use the  Premises  and the
building and other improvements to be constructed  thereon, for any other lawful
commercial purposes. Neither TENANT nor its subtenants, if any, shall commit any
nuisance,  nor permit the emission of any objectionable noise or odor, nor bring
on,  deposit or allow to be brought on or deposited on the Premises any asbestos
materials  or any other  Hazardous  Substance  or  materials  as the same may be
defined by Federal,  State or local laws,  rules,  statutes or regulations or in
the  Environmental  Rider annexed hereto,  nor use the property in such a manner
which negatively effects the reversion.

                  7.1.2 Compliance with Law - To make all repairs,  alterations,
additions or  replacements  to the Premises  required by any law or ordinance or
any order or regulation of any public  authority  because of TENANT'S use of the
Premises,  to keep the Premises  equipped with all safety appliances so required
because  of such  use;  to pay all  municipal,  county or state  taxes  assessed
against the  personal  property of any kind owned by or placed in, upon or about
the  premises by TENANT;  and to comply with the orders and  regulations  of all
governmental authorities, as well as all Insurance Carriers and Underwriters.

                  7.1.2 (A)  TENANT  has the  right to  contest  by  appropriate
judicial or administrative proceeding,  without cost or expense to the LANDLORD,
the validity or application of any law,  ordinance,  order, rule,  regulation or
requirement  ("law") which the TENANT  legitimately  deems unduly  burdensome or
inappropriate and TENANT shall not be in default for failure to comply with such
law until the legally  permitted time following final  determination of TENANT'S
contest expires; provided,  however, if LANDLORD gives notice of request, TENANT
shall first furnish  LANDLORD with a bond,  satisfactory to LANDLORD in form and
insurer,   guaranteeing   compliance  by  TENANT  with  the  contested  law  and
indemnifying  LANDLORD against all liability that LANDLORD may sustain by reason
of TENANT'S failure or delay in complying with the law. LANDLORD may, but is not
required to, contest any such law  independent of TENANT.  On TENANT'S notice of
request, LANDLORD may join in TENANT'S contest.

                  7.1.3 Payment for TENANT'S Work - To pay promptly when due the
entire cost of any work to the Premises undertaken by TENANT and to bond against
or discharge any liens for labor or materials within ten (10) days after written
request by LANDLORD; to procure all necessary permits

                                       7
<PAGE>
                                                                        1/16/98

before  undertaking  such  work;  and to do  all  of  such  work  in a good  and
workmanlike  manner,  employing new materials of good quality and complying with
all governmental requirements.

                  7.1.4  Indemnity  and  Liability  Insurance  - To defend  with
counsel, save harmless and indemnify LANDLORD from all claims or damage to or of
any person or property  while on the premises  unless arising from any omission,
fault, negligence or other misconduct of LANDLORD, and from all claims or damage
to or of any person or property  occasioned by any omission,  fault,  neglect or
other misconduct of TENANT; to maintain in responsible companies qualified to do
business  in the state in which the  premises  is located  and in good  standing
therein,  public liability insurance covering the premises insuring LANDLORD, as
well as TENANT,  with  limits at least  equal to those  stated in  Section  1.1,
workmen's compensation insurance with statutory limits, covering all of TENANT'S
employees  working  in the  premises,  and to  deposit  promptly  with  LANDLORD
certificates  for  such  insurance  and  all  renewals   thereof,   bearing  the
endorsement  that the  policies  will not be canceled  until after ten (10) days
written  notice to LANDLORD.  TENANT'S  obligations  hereunder  may be satisfied
through a blanket insurance policy covering other interests of the TENANT.

                  7.1.5  LANDLORD'S  Right to Enter - To permit LANDLORD and its
agents to examine the premises at  reasonable  times and to show the premises to
prospective  purchasers and lenders,  provided such entry shall not unreasonably
interfere  with  TENANT'S  operation  and conduct of its business in the demised
premises or compromise security.

                  7.1.6  Personal  Property at  TENANT'S  Risk - That all of the
furnishings, fixtures, equipment, effects and property of every kind, nature and
description of TENANT and of all persons  claiming  under TENANT,  may be on the
premises,  shall be at the sole risk and hazard of  TENANT,  and if the whole or
any part thereof shall be destroyed or damaged by fire, water, or otherwise,  or
by the leakage or bursting of water pipes,  steam pipes or other pipes, by theft
or from any other  cause,  no part of said loss or damage is to charged to or be
borne by LANDLORD, except that LANDLORD shall in no event be indemnified or held
harmless or exonerated  from any liability  resulting from its sole  negligence,
failure  to  perform  any of its  obligations  under this Lease or to any extent
prohibited by law.

                  7.1.7  Payment of LANDLORD'S  Cost of  Enforcement - To pay on
demand LANDLORD'S expenses,  including  reasonable  attorney's fees, incurred in
enforcing any  obligation of TENANT under this Lease or in curing any default by
TENANT under this Lease as provided in Section  10.4,  provided  LANDLORD  shall
prevail in any judicial proceedings in respect to such enforcement.

                  7.1.8  Yield  Up - At the  expiration  of the  Lease  term  or
earlier  termination  of this Lease,  TENANT shall remove all trade fixtures and
personal  property,  to repair any damage caused by such removal,  to remove all
TENANT'S  signs  wherever  located and to surrender all keys to the premises and
yield up the  premises,  broom  clean and in the same good  order and  repair in
which TENANT is obligated to keep and maintain the premises by the provisions of
this Lease, reasonable wear and tear and insured

                                       8
<PAGE>
                                                                        1/16/98

damage by fire,  casualty or taking excepted.  Any property not so removed shall
be deemed  abandoned  and may be removed  and  disposed  of by  LANDLORD in such
manner  as  LANDLORD  shall  determine  without  any  obligation  on the part of
LANDLORD  to account to TENANT for any  proceeds  therefrom,  all of which shall
become the  property of  LANDLORD.  Any holdover by TENANT will not be deemed an
extension of this Lease, and TENANT shall indemnify  LANDLORD against all losses
and damages from a failure to surrender.

                   7.1.9  Maintenance - Throughout  the term,  TENANT shall,  at
 TENANT'S  sole cost and expense  maintain  the  premises  and all  improvements
 thereon in good condition and repair,  ordinary wear and tear excepted,  and in
 accordance with all applicable laws, rules, ordinances,  orders and regulations
 of (1) federal,  state, county,  municipal and other governmental  agencies and
 bodies having or claiming jurisdiction and all of their respective departments,
 bureaus  and  officials;  (2) the  insurance  underwriting  board or  insurance
 inspection  bureau  having  or  claiming  jurisdiction;  and (3) all  insurance
 companies insuring all or any part of the premises of the improvements  located
 thereon, or both except as provided below and subject only to the provisions of
 Paragraph 9.2, TENANT shall promptly and diligently repair, restore and replace
 as required to maintain the premises and the  improvements in the condition set
 forth above,  or to remedy all damage to or  destruction  of all or any part of
 the improvements.

                   (A) The completed work of  maintenance,  compliance,  repair,
 restoration  or  replacement  shall be equal in value,  quality  and use to the
 condition of the improvements  before the event giving rise to the work, unless
 otherwise provided for in this Lease. LANDLORD shall not be required to furnish
 any services or facilities or to make any repairs or alterations of any kind in
 or upon or on the premises,  LANDLORD'S  election to perform any obligations of
 the TENANT under this  provision  on TENANTS  failure or refusal to do so shall
 not constitute a waiver of any right or remedy for TENANT'S  default and TENANT
 shall promptly reimburse,  defend and indemnify LANDLORD against all liability,
 loss, cost and expense arising from it.

                   7.1.10  Insurance - TENANT  shall  maintain in full force and
 effect, at its own cost, full replacement cost coverage  insurance covering the
 demised  premises (and all  improvements  for the full insurable value) against
 loss  or  damage  by  fire  or  casualty,  with  the  usual  extended  coverage
 endorsements,  together  will  endorsements  protecting  against loss or damage
 resulting  from  malicious  mischief,  sprinkler  leakage and  vandalism all in
 amounts  not less than  replacement  parts value above  foundation  walls.  All
 insurance policies shall name the LANDLORD as its interest may appear.

     7.2  Negative  Covenants - TENANT  covenants  at all times during the Lease
term and such further times as TENANT occupies the premises or any part thereof:

                   7.2.1 Overloadinq Nuisance,  etc. - Not to injure,  overload,
 deface or otherwise  harm the premises;  nor commit any nuisance;  nor make any
 use of the  premises  which is  improper,  offensive  or contrary to any law or
 ordinance.

                                       9
<PAGE>
                                                                        1/16/98

                  7.2.2 Installation,  Alteration or Additions - Not to make any
installations,  alterations  or  additions  (except  only  the  installation  of
fixtures  necessary for the conduct of its  business),  without on each occasion
obtaining  prior  written  consent  of  LANDLORD,   LANDLORD'S  consent  not  be
unreasonable   withheld.   No  consent  shall  be  required  for   nonstructural
alterations  not  exceeding  $100,000 in cost. No addition will be allowed which
increases the building  size to more than 4,000 square feet,  or which  violates
the terms of Paragraph 2.1 of this Lease.

                                  ARTICLE VIII

                         LANDLORD'S Additional Covenants

         8.1  Warranty on Use - LANDLORD  warrants  and  represents  that at the
commencement  of  construction  it will be the Owner in Fee of the Land shown on
Exhibit "A" and  described  in Exhibit  "B".  LANDLORD  has no  knowledge of and
TENANT  requires that there be no zoning  regulations,  restrictive  agreements,
leases  or other  instruments  which  prevent  the use of the  premises  for the
purpose  intended herein,  nor otherwise  conflict with any of the provisions of
this Lease.  TENANT'S sole and  conclusive  remedy for a breach of this warranty
shall  be  its  right,  at  its  election,  to  terminate  the  Lease  prior  to
commencement of construction.

         8.2 Competing Use - During the term of this Lease,  provided  TENANT is
not in default, LANDLORD agrees not to lease or sell any portion of the project,
of which the leased  premises is a part,  to a commercial  bank,  savings  bank,
savings and loan or credit union.

                                   ARTICLE IX

                               Casualty or Taking

         9.1 TENANT to Repair or Rebuild in the Event of  Casualty - In case the
Premises  or any part  thereof  shall be  damaged  or  destroyed  by fire  other
casualty, taken (which term or reference to eminent domain action generally, for
the purposes of this Article shall include a sale in lieu of the exercise of the
right of eminent domain) or ordered to be demolished by the action of any public
authority in consequence of a fire or other casualty,  this Lease shall,  unless
it is terminated as provided  below in Section 9.2 or 9.3,  remain in full force
and  effect  and TENANT  shall,  at its  expense,  proceed  with all  reasonable
dispatch,  to repair or rebuild the premises and the  improvements,  or what may
remain thereof,  so as to restore them as nearly as practicable to the condition
they were in immediately prior to such damage or destruction.

         9.2 Right to  Terminate in Event of Casualty - In case of any damage or
destruction  occurring in the last five years of the original term of this Lease
or  during  any  extension  of the  term,  to the  extent  of 50% or more of the
insurable  value of the building,  TENANT may at its option,  to be evidenced by
notice  in  writing  given to the  LANDLORD  within  seven  (7) days  after  the
occurrence of such damage or destruction,  in lieu of repairing or replacing the
building, elect to terminate this Lease as of the date of said damage or


                                       10
<PAGE>
                                                                         1/16/98

destruction.  In the event the TENANT shall so terminate the lease all insurance
proceeds shall become the property of the LANDLORD.

          9.3 Eminent Domain - If the whole, or any part of the demised premises
  shall be taken or condemned by any  competent  authority for any public use or
  purpose  during the term of this Lease.  TENANT  reserves  the unto itself the
  right to prosecute  its claim for an award based upon its  leasehold  interest
  for such taking, without impairing any rights of LANDLORD for the taking of or
  injury to the reversion.

         In the  event  that a part of the  demised  premises  shall be taken or
condemned  that (a) the part so  taken  includes  the  building  on the  demised
premises  or any part  thereof or (b) the part so taken  shall  remove  from the
premises 20% or more of the front depth of the parking areas thereof, or (c) the
part so taken shall  consist of 25% or more of the total  parking  area,  or (d)
such partial  taking shall result in cutting off direct  access from the demised
premises to any adjacent  public street or highway,  then and in any such event,
the TENANT may at any time either prior to or within a period of sixty (60) days
after  the  date  when  possession  of the  premises  shall be  required  by the
condemning authority elect to terminate this Lease, or if any option to purchase
the premises is conferred upon the TENANT by any other  provision of this Lease,
may as an  alternative  to such  termination of this Lease elect to purchase the
demised  premises in  accordance  with such  purpose  option.  In the event that
TENANT  shall fail to  exercise  any such option to  terminate  this Lease or to
purchase the premises or in the event that a part of the demised  premises shall
be taken or condemned  under  circumstances  under which the TENANT will have no
such option,  then and in either such event the LANDLORD shall,  with reasonable
promptness, make necessary repairs to and alterations of the improvements on the
demised  premises  for  the  purpose  of  restoring  the  same  to  an  economic
architectural  unit,  susceptible  to the same use as that  which  was in effect
immediately  prior to such taking, to the extent that may have been necessary by
such  condemnation,  subject to a pro-rata  reduction  in  rental.  Any  dispute
resulting  from  Section 9.3 of this Lease shall be  submitted  to the  American
Arbitration Society, whose decision shall be binding on the parties hereto.

                                    ARTICLE X

                                    Defaults

         10.1 Events of Default - If (a) Tenant shall default in the performance
of any of its  obligations to pay rent or additional  rent hereunder and if such
default  shall  continue for ten (10) days after  written  notice from  LANDLORD
designating such default or if within thirty (30) days after written notice from
LANDLORD to TENANT specifying any other non-monetary default or defaults, TENANT
has not commenced  diligently to correct the default or defaults so specified or
has not thereafter  diligently pursued such corrective action to completion,  or
(b) any assignment shall be made by TENANT for the benefit of credits, or (c) if
TENANT'S leasehold interest shall be taken on execution,  attached,  levied upon
or (d) if a petition is filed


                                       11
<PAGE>
                                                                        1/16/98

by  TENANT  for  adjudication  as  a  bankrupt,  or  for  reorganization  or  an
arrangement  under  any  provision  of the  Bankruptcy  Act as then in force and
effect,  or (e) if an  involuntary  petition under any of the provisions of said
Bankruptcy  Act is filed  against  TENANT and such  involuntary  petition is not
dismissed  within sixty (60) days  thereafter,  then,  and in any of such cases,
LANDLORD  lawfully may exercise all defaults  rights  available to it under law,
including  repossession  of the  leased  property,  termination  of  the  lease,
acceleration  of all future  rental  payments,  and such other  rights as may be
lawfully permitted.

         10.2 Remedies - In the event that this Lease is terminated under any of
the  provisions  contained in Section 10.1 or shall be otherwise  terminated for
breach of any  obligation  of TENANT,  TENANT  covenants  to pay  punctually  to
LANDLORD all the sums and perform all the obligations  which TENANT covenants in
this Lease to pay and to perform in the same  manner and to the same  extent and
at the  same  time as if this  Lease  had not  been  terminated  so long as such
obligations   shall  have  not  been  rendered   unnecessary  or  impossible  of
performance  by the  subsequent  re-letting  or  other  occupancy  permitted  by
LANDLORD.  In  calculating  the amounts to be paid by TENANT under the foregoing
covenant,  TENANT  shall be  credited  with the net  proceeds of any rent or the
value of other  considerations  obtained by LANDLORD by re-letting the premises,
after  deducting all  LANDLORD'S  expenses in connection  with such  re-letting,
including,  without limitation,  all repossession costs,  brokerage commissions,
reasonable  fees for legal  services and expenses of preparing  the premises for
such  reletting,  it being  agreed by TENANT  that  LANDLORD  may (i) re-let the
premises  or any  part or  parts  thereof,  for a term  or  terms  which  may at
LANDLORD'S  option be equal to or less than or exceed  the  period  which  would
otherwise  have  constituted  the balance of the Lease term,  and (ii) make such
alterations,  repairs and  decorations  in the  premises as LANDLORD in its sole
judgment considers advisable or necessary to re-let the same.

         Nothing contained in this Lease shall, however,  limit or prejudice the
right of  LANDLORD  to prove for and obtain in  proceedings  for  bankruptcy  or
insolvency by reason of the  termination  of this Lease,  an amount equal to the
maximum  allowed by any  statute or rule of law in effect at the time when,  and
governing the proceedings in which, the damages are to be proved, whether or not
the amount be greater, equal to, or less than the amounts of the loss or damages
referred to above.

         10.3  Remedies  Cumulative  - Any and all  rights  and  remedies  which
LANDLORD may have under this Lease,  and at law and equity,  shall be cumulative
and shall not be deemed inconsistent with each other, and any two or more of all
such rights and  remedies may be exercised at the same time insofar as permitted
by law.

         10.4 LANDLORD'S and TENANT'S Right to Cure Defaults - LANDLORD may, but
shall not be  obligated  to,  cure at any time,  following  ten (10) days  prior
written  notice to TENANT,  except in cases of emergency when no notice shall be
required,  any default by TENANT  under this  Lease;  and  whenever  LANDLORD so
elects,  all costs and  expenses  incurred  by  LANDLORD,  including  reasonable
attorney's

  
                                       12
<PAGE>
                                                                        1/16/98

fees, in curing a default shall be paid by TENANT to LANDLORD as additional rent
on demand.  TENANT shall have a like right to cure any default of LANDLORD,  and
TENANT  may  reimburse  itself for the cost  thereof  out of  succeeding  rental
payments.

         10.5 Effect of Waivers on Default - No consent or waiver,  expressed or
implied,  by either party to or of any breach of any  covenants,  conditions  or
duty of the other shall be  construed  as a consent or waiver to or of any other
breach of the same of any other covenant, condition or duty.

                                   ARTICLE XI

                            Miscellaneous Provisions

         11.1 Assignment, Subletting, etc. - LANDLORD'S written consent shall be
required for any assignment,  transfer or subletting except to another financial
institution which consent shall not be unreasonably withheld.

         11.2 Notice  from One Party to the Other - Any notice from  LANDLORD to
TENANT or from  TENANT to  LANDLORD  shall be  deemed  duly  served if mailed by
registered  or certified  mail,  return  receipt  requested,  postage  pre-paid,
addressed,  if to  TENANT,  at the  original  address  of TENANT  or such  other
addresses as TENANT shall have last designated by notice in writing to LANDLORD,
and if to LANDLORD, at the original address of LANDLORD or such other address as
LANDLORD shall have last designated by notice in writing to TENANT.

         11.3 Quiet  Employment - LANDLORD  agrees that upon TENANT'S paying the
rent  and  performing  and  observing  the  agreements,   conditions  and  other
provisions  on its part to be  performed  and  observed,  TENANT  shall  and may
peaceably and quietly have, hold and enjoy the demised premises during the Lease
term  without any manner or  hindrance or  molestation  from  LANDLORD or anyone
claiming under LANDLORD, subject to the covenants and conditions of this Lease.

         11.4 Recording - TENANT agrees not to record this Lease, but each party
hereto agrees on request of the other, to execute a Notice or Short Form of this
Lease in recordable form in compliance with applicable statutes,  and reasonably
satisfactory  to  LANDLORD'S  and  TENANT'S  attorneys.  In no event  shall such
document  set forth the rental or other  charges  payable  by TENANT  under this
Lease; and any such document shall expressly state that it is executed  pursuant
to the provisions contained in this Lease, and is not intended to vary the terms
and conditions of this Lease.  In the event LANDLORD  and/or TENANT believe that
the Lease has been lawfully  terminated,  abandoned or otherwise of no force and
effect  and the  other  party  will  not  voluntarily  execute  a  Discharge  of
Memorandum of Lease,  the party seeking the Discharge of Memorandum of Lease may
move summarily  before the Superior Court of New Jersey for a  determination  of
whether or not the  Memorandum  of Lease should be  discharged.  The other party
consents to the  jurisdiction  of the Superior Court of New Jersey and agrees to
proceed in a summary  manner.  It is  expressly  understood  and agreed  that in
addition to the relief provided herein, the


                                       13
<PAGE>
                                                                        1/16/98

parties will have such additional  cumulative remedies as are available to it at
law or in equity for damages suffered by reason of a wrongful refusal to execute
and deliver a Discharge of Memorandum of Lease.

     11.5 Acts of God - In any case where  either party hereto is required to do
any act,  delays caused by or resulting from Acts of God, war, civil  commotion,
fire or other casualty,  labor  difficulties,  shortages of labor,  materials or
equipment,   government  regulations,   or  other  causes  beyond  such  party's
reasonable  control  shall not be counted in  determining  the time during which
work shall be  completed,  whether or such time be designated by a fixed date, a
fixed time or "a reasonable time".

     11.6 Waiver of Subrogation - All insurance which is carried by either party
with respect to the demised  premises,  whether or not  required,  shall include
provisions which either designates the other party as one of the insured or deny
to the insurer  acquisition  by  subrogation  of rights of recovery  against the
other party.  Each party shall be entitled to have duplicates or certificates of
any policies containing such provisions.  Each party hereby waives all rights of
recovery against the other for loss or injury against which the waiving party is
protected by insurance containing such provisions.

     11.7 Rights of Mortgagee and Subordination -

                  11.7.1 This Lease is subject and is hereby subordinated to all
present and future mortgages,  deeds of trust, and other encumbrances  affecting
the  premises  or the  property  of which said  premises  are a part;  provided,
however,  that an agreement or instrument  affecting such subordination shall be
executed by the  mortgagee or other  Lender,  be recorded  with such mortgage or
other  security  agreement,  and a copy  delivered  to the  TENANT  and  contain
provisions,  to the  effect  that (i) so long as TENANT  observes  the terms and
provisions of this Lease and notwithstanding the Lease may be foreclosed, TENANT
will not be effected or disturbed by the mortgagee in the exercise of any of its
rights under the mortgage or other security agreement, or the bond, note or debt
secured  thereby;  (ii) in the event the  mortgagee  comes  into  possession  or
ownership of the premises by foreclosing or otherwise,  TENANT'S use,  occupancy
and  quiet  enjoyment  of the  premises  shall  not  be  disturbed  by any  such
proceedings;  (iii) in the event the premises are sold or otherwise  disposed of
pursuant  to any right or power  contained  in the  mortgage  or other  security
agreement,  or the bond or note secured  thereby,  or as a result of proceedings
thereon,  the  purchaser  shall take  title  subject  to this  Agreement  of Non
Disturbance,  and all of the rights of the TENANT  hereunder;  (iv) in the event
the buildings and  improvements  upon the premises are damaged by fire and other
casualty,  for which loss the proceeds  payable  under any  insurance  policy or
policies are payable to the mortgagee, such insurance funds, when paid, shall be
made  available  for the purpose of repair and  restoration  as provided in this
Lease;  and (v) the agreement shall be binding upon the LANDLORD,  mortgagee and
their respective heirs, executors,  administrators,  successors and assigns. The
TENANT agrees to execute,  at no expense to the LANDLORD,  any instrument  which
may be deemed  necessary  or  desirable  by the  LANDLORD to further  effect the
subordination of this Lease to any such mortgage, deed of trust or encumbrance.


                                       14
<PAGE>
                                                                        1/16/98

                  11.7.2 No Accord and  Satisfaction - No acceptance by LANDLORD
of lesser sum than the rent or any other  charges then due shall be deemed to be
other than on account of the  earliest  installment  of such rent or charge due,
nor shall any  endorsement or statement on any check or any letter  accompanying
any  check  or  payment  as rent  or  other  charge  be  deemed  an  accord  and
satisfaction, and LANDLORD may accept such check or payment without prejudice to
LANDLORD'S right to recover and balance of such installments or pursue any other
remedy in this Lease provided.

     11.8 Applicable Law and  Construction - This Lease shall be governed by and
construed in accordance with the laws of the State of  Pennsylvania,  and if any
provisions  of this Lease shall to any extent be invalid,  the remainder of this
Lease shall not be  affected  thereby.  There are no oral or written  agreements
between LANDLORD and TENANT affecting this Lease. This Lease may be amended only
by instruments in writing executed by LANDLORD and TENANT. LANDLORD shall not be
deemed in any way or for any purpose,  to have become,  by the execution of this
Lease or any action  taken  thereunder,  a partner of TENANT in its  business or
otherwise a joint venturer or member of any enterprises of TENANT. The titles of
the several Articles and Sections  contained herein are for convenience only and
shall not be  considered  in  construing  this Lease.  Unless  repugnant  to the
context,  the words  "LANDLORD  and  TENANT"  appearing  in this Lease  shall be
construed to mean those names above and their respective heirs,  administrators,
successors and assigns, and those claiming through or under them respectively.

                                   ARTICLE XII

                              Permits and Approvals

     12.1  TENANT'S  Obligations  - The  obligations  of  TENANT  hereunder  are
contingent  upon  final  approval  by the  bank's  Board  of  Directors  of this
transaction  and upon TENANT  securing on or before June 30, 1998 the  following
unconditional and unappealable approvals:

     A.   All state and federal  regulatory  approvals for the  construction and
          operation of a branch bank on the leased premises.

     B.   All municipal and governmental approvals required for the construction
          of TENANT'S  proposed  building  including  the issuance of a building
          permit("Permit  and Approvals") and approvals for a free standing sign
          and other  prototype  signage as  necessary  to properly  identify the
          building.

     12.2  Approvals - TENANT shall diligently pursue all required approvals.
                  
     12.3  Easements  - TENANT  shall  have  absolutely  no  right to grant  any
easement  with  regard  to the  premises  other  than such  easements  to public
entities or public  service  corporations  for the  purpose of serving  only the
premises,  rights-of-way  or  easements  on or over the  premises  for  poles or
conduits, or both, for telephone,  electricity,  water, sanitary or storm sewers
or both and for other  utilities  and  municipal or special  district  services.
LANDLORD  shall  cooperate  with TENANT to permit the creation of all  necessary
easements.

                                       15
<PAGE>
                                                                        1/16/98

                                   ARTICLE XV

                                    Holdover

     15.1 Holdover - In the event that TENANT continues in use and occupancy and
holds over in  possession  of the premises  after the  expiration of the Initial
Term or, properly  exercised,  the Option Term, in addition to all other damages
to which  LANDLORD  may be  entitled,  the  monthly  rent  during  the period of
holdover shall be in a sum equal to double the amount of the monthly installment
of base  annual  fixed  rent  during  the last  month of the term which has just
expired.  Said  holdover rent shall be in addition to all  additional  rents for
which the TENANT shall be responsible during the holdover period.

                                   ARTICLE XVI

                                Construction Cost

     16.1 Construction Cost - TENANT shall construct its own building at its own
costs and bear all construction  within its demised  premises,  as identified in
Exhibit A.

                                  ARTICLE XVII

                                 Environmental

     17.1 Environmental Matters -

          A. LANDLORD represents and warrants that any handling, transportation,
storage,treatment  or usage of hazardous or toxic  substances (as defined by any
applicant  government  authority and hereinafter being referred to as "Hazardous
Materials")  that has occurred or will occur on the Demise  Premises shall be in
compliance with all applicable  federal,  state and local laws,  regulations and
ordinances.  TENANT  represents and warrants that any handling,  transportation,
storage,  treatment  or usage of  Hazardous  Materials  by TENANT at the Demised
Premises shall be in compliance with applicable  federal,  state and local laws.
LANDLORD  further  represents  and  warrants  that no  leak,  spill,  discharge,
emission or disposal of  Hazardous  Materials  has occurred or will occur on the
Demised  Premises  and that the soil,  groundwater,  soil  vapor on or under the
Demised  Premises  is or  will be free of  Hazardous  Materials  as of the  date
hereof.  LANDLORD agrees to indemnify,  defend and hold TENANT and its officers,
from any  claims,  judgments,  damages,  fines,  penalties,  costs,  liabilities
(including sums paid in settlement of claims) or loss including attorney's fees,
consultants  fees,  and expert fees which arise during or after the Primary Term
or any Renewal Term, or in connection with the presence of suspected presence of
Hazardous  Materials  in the soil,  groundwater,  or soil  vapor on or under the
Demised  Premises,  unless such  Hazardous  Materials are present  solely as the
result  of the acts of  TENANT,  its  officers,  employees  or  agents.  Without
limiting the generality of the foregoing, this indemnification shall survive the
expiration  of  this  Lease  and  does  specifically  cover  costs  incurred  in
connection with any  investigation of site conditions or any cleanup,  remedial,
removal or restoration work

                                       17
<PAGE>
                                                                        1/16/98

required  by any  federal,  state  or local  governmental  agency  or  political
subdivision because of the presence or suspected presence of Hazardous Materials
in the soil,  groundwater or soil vapor odor under the Demised Premises,  unless
the hazardous  Materials are present solely as the result of the acts of TENANT,
its  officers,  agents or  employees.  Without  limiting the  generality  of the
foregoing,   this  indemnification   shall  also  specifically  cover  costs  in
connection with:

               1    Hazardous  Materials  present or  suspected to be present in
                    the soil,  groundwater or soil vapor on or under the Demised
                    Premises before the date hereof;or

               2.   Hazardous Materials that migrate,  flow, percolate,  diffuse
                    or in any move onto or under the Demised  Premises after the
                    date hereof; or

               3    Hazardous Materials present on or under the Demised Premises
                    as a result of any discharge,  dumping, spilling (accidental
                    or otherwise) onto the Demised  Premises during or after the
                    Primary Term or any Renewal Term by any person or entity.

     B. TENANT  agrees to indemnify  LANDLORD and its  officers,  employees  and
agent harmless from any claims,  judgments,  damages, fines,  penalties,  costs,
liabilities  (including  sums paid in  settlement  of claims) or loss  including
attorney's  fees,  consultants  fees and expert fees which arise during or after
the Primary Term or any Renewal Term in connection with the presence of toxic or
hazardous  substances  in the soil,  groundwater,  or soil vapor on or under the
Demised  Premises to the extent  such  presence is caused by the acts of Tenant,
its officers, employees and agents.

     C. A  condition  precedent  to this Lease  shall be  TENANT's  satisfactory
review of the report (the "Phase I Environmental  Survey") on the  environmental
condition of the land on which the Demised Premises is located.  LANDLORD agrees
to provide TENANT with a Phase I  Environmental  Survey of the land on which the
Demised  Premises is located.  In the event that  TENANT  shall  discover in its
review of the Phase I Environmental  Survey that any Hazardous  Materials may be
present  in the  soil,  ground  water  or soil  vapor on or  under  the  Demised
Premises, TENANT may, upon written notice to LANDLORD within ten (10) days after
the date TENANT receives the Phase I Environmental Survey, terminate this Lease.

     D. If during the term of this Lease any governmental authority requires the
remediation  of Hazardous  Materials  from the Demised  Premises or the Shopping
Center and such remediation  materially affects TENANT's business  operations or
poses a safety threat to TENANT's  employees or customers,  then TENANT shall be
entitled to an equitable  abatement of rent from the date such  interference  or
safety  hazard  occurs to the date such  interference  and safety  hazard are no
longer present.

                                  ARTICLE XVIII

     18.1 Title - This lease shall be subject and subordinate to the lien of any
bank or  institution  or other  mortgage or mortgages  now or hereafter in force
against LANDLORD's property, and to all

                                       18
<PAGE>
                                                                         1/16/98

advances  made  upon the  security  thereof,  provided  the  holder  of any such
mortgage  shall  execute  and  deliver  to TENANT an  agreement,  in the form of
Exhibit D attached  hereto,  or as otherwise  agreed to by TENANT,  LANDLORD and
such  holder,  providing  that such  holder  will  recognize  this lease and not
disturb  TENANT's  possession  of the  premises in the event of  foreclosure  if
TENANT is not then in default  hereunder  beyond  any  applicable  cure  period,
TENANT  agrees,  upon  receipt  of  such  agreement,  to  execute  such  further
instrument(s)  as may be necessary to subordinate  this lease to the lien of any
such  mortgage.  The term  "mortgage"  shall include deeds of trust or any other
similar hypothecations.

     18.2 Ownership - LANDLORD warrants that it owns in fee the subject premises
subject only to the liens,  mortgages  and  encumbrances  listed on the attached
schedule,  evidenced  by a title  report  provided by LANDLORD to TENANT  within
forty-five  (45) days of the execution of this lease,  which shall be subject to
TENANT's reasonable approval. TENANT's lease hereunder shall be subordinate only
to such liens  where the  holder of such liens has  executed  and  delivered  to
TENANT  in  the  form  attached  hereto  a  Subordination  and   Non-Disturbance
Agreement.

     IN WITNESS  WHEREOF,  the parties  have  hereunto set their hands and seals
this day and year first above written.

                                            COMMERCE BANK, N.A.

-----------------------------               BY:
Attest                                         ---------------------------------
                                            Thomas H. Arasz
                                            Senior Vice President/CRA Officer



                                           EWING EQUITIES L.L.C.

-----------------------------              BY:
Attest                                        ---------------------------------
                                            John P. Silvestri
                                            President

                                       19