LEASE

                                      from

                            BENSALEM EQUITIES, L.L.C.

                                       to

                                COMMERCE BANK PA




                                    Article 1

                           Reference Date and Exhibits





1.1      Data



DATE                               :        October , 1999

LOCATION OF PREMISES               :        Corner of Hulmeville & Byberry Roads
                                            Bensalem, PA
                                            Bucks County

LANDLORD                           :        Bensalem Equities, LLC

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


TENANT                             :        COMMERCE BANK, PA

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>
1.2      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>
                                                                            Page
ARTICLE X - Defaults                                                        ----
--------------------
10.1     Events of Default                                                    11
10.2     Remedies                                                             12
10.3     Remedies Cumulative                                                  12
10.4     LANDLORD'S and TENANT'S Right to Cure Defaults                       12
10.5     Effect of Waivers of Default                                         13

ARTICLE XI - Miscellaneous Provisions
----------   ------------------------

11.1     Assignment, Subletting, etc.                                         13
11.2     Notice from One Party to Other                                       13
11.3     Quiet Employment                                                     13
11.4     Recording                                                            13
11.5     Acts of God                                                          14
11.6     Waiver of Subrogation                                                14
11.7     Rights of Mortgagee and Subordination                                14
         11.7.1                                                               14
         11.7.2   No Accord and Satisfaction                                  15
11.8     Applicable Law and Construction                                      15

ARTICLE XII - Permits and Approvals
-----------   ---------------------

12.1     Tenant Obligations                                                   15
12.2     Approvals                                                            15
12.3     Easements                                                            15

ARTICLE XIII - Net, Net, Net Lease
------------   -------------------

13.1     Net, Net, Net Lease                                                  16

ARTICLE XIV - Right of First Refusal
-----------   ----------------------

14.1     Right of First Refusal to Lease                                      16
14.2     Right of First Refusal to Purchase                                   16

ARTICLE XV - Holdover
----------   --------

15.1     Holdover                                                             17

ARTICLE XVI - Common Area
-----------   -----------

16.1     Construction Cost                                                    17

ARTICLE XVII - Environmental
------------   -------------

17.1     Environmental Matters                                                17

ARTICLE XVIII -
-------------

18.1     Title                                                                18
18.2     Ownership                                                            19

                                       3

<PAGE>
                                   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          $ 109,807.50
                            6 -10          $ 120,788.25
                            11-15          $ 132,867.08
                            16-20          $ 146,153.79

     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.

     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.

                                       4
<PAGE>
     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  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.

                                       5
<PAGE>
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  non-payment.  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 Charges  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.

                                   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

                                       6
<PAGE>
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 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

                                       7
<PAGE>
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  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,

                                       8
<PAGE>
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 TENANT'S  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 Overloading 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.

          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.

                                       9
<PAGE>
     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
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

                                       10
<PAGE>
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.

                                       11

<PAGE>
                                    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 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  re-letting,  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.

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<PAGE>
     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  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

                                       13
<PAGE>
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
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)

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<PAGE>
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.

          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.

                                       15

<PAGE>
                                   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.

                                  ARTICLE XIII

                               Net, Net, Net Lease

     13.1 Net,  Net, Net Lease - It is the intention of LANDLORD and TENANT that
the rental herein  specified  shall be net to LANDLORD in each lease year,  that
all costs,  expenses, and obligations of every kind relating to the TENANT'S use
and  occupancy  of the  premises  which may arise  during the term of this Lease
shall be paid by  TENANT,  and that  LANDLORD  shall be  indemnified  by  TENANT
against any such costs, expenses and obligations.

                                   ARTICLE XIV

                             Right of First Refusal

     14.1 Right of First  Refusal to Lease - If within one hundred  eighty (180)
days prior to the  conclusion  of this Lease and all  options to extend the term
thereof,  LANDLORD  shall  desire to accept a bona fide offer  received by it to
lease any part of the Premises, LANDLORD shall notify TENANT of such a desire in
the manner  provided  in this Lease for the giving of notice,  and TENANT  shall
have the right of first  refusal to lease said premises  exercisable  within ten
(10) days of said written  notice upon the terms  contained in the notice.  This
provision  shall  only  be  effective  after  the  termination,   expiration  or
conclusion of the original  lease term and all options to extend the Lease,  and
shall not  affect  the  premises  during the term of this Lease or any option to
extend the term thereof.

                                       16
<PAGE>
     14.2 Right of First  Refusal to  Purchase - TENANT  shall have the right of
first refusal to purchase the demised  premises as hereinafter  set forth. If at
any time during the term as extended,  LANDLORD  shall receive a bona fide offer
from a third  person for the  purchase  of the  demised  premises,  which  offer
LANDLORD shall desire to accept,  LANDLORD  shall  promptly  deliver to TENANT a
copy of such offer, and TENANT may, within fifteen (15) days  thereafter,  elect
to purchase  the  demised  premises on the same terms as those set forth in such
offer,  excepting that TENANT shall be credited against the purchase price to be
paid by TENANT, with a sum equal to the amount of any brokerage commissions,  if
any, which LANDLORD shall save by a sale to TENANT. If LANDLORD shall receive an
offer for the  purchase of the demised  premises,  which is not  consummated  by
delivering  a deed to the  offerer,  the  TENANT'S  right  of first  refusal  to
purchase shall remain  applicable to subsequent  offers.  If LANDLORD shall sell
the demised  premises  after a failure of TENANT to exercise  its right of first
refusal,  such shall be subject to the Lease and shall continue to be applicable
to subsequent  sales of the demised  premises.  Notwithstanding  the  foregoing,
TENANT'S  right of first  refusal  shall  not  apply or  extend  to any sales or
transfers  between  LANDLORD and any  affiliates in which the  principals of the
LANDLORD are the majority  shareholders  to any family trusts or to the heirs of
the  principals of LANDLORD.  LANDLORD  shall be entitled to net the same amount
under any right of first refusal exercise.

                                   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.

                                       17

<PAGE>
                                  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 Demised 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 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
agents 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

                                       18
<PAGE>
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 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, PA

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<PAGE>

____________________________           BY: _______________________________
Attest                                 Thomas H. Arasz
                                       Senior Vice President/Real Estate Officer






____________________________           BY: _______________________________
Attest




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