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                                                                    EXHIBIT 10.5

                          STANDARD FORM OF STORE LEASE
                     The Real Estate Board of New York, Inc.

Agreement of Lease, made as of this 26th day of October 1999, between BRAUN
MANAGEMENT, INC. of 160 Broadway, First Floor, New York, NY 10038, as agent for
BOWLING GREEN ASSOCIATES, L.P. party of the first part, hereinafter referred to
as OWNER, and THE BERKSHIRE BANK, a New York Corporation, whose office is
located at 600 Madison Avenue, New York, NY 10016, party of the second part,
hereinafter referred to as TENANT.

                                   WITNESSETH:

Owner hereby leases to Tenant and Tenant hereby hires from Owner the Ground
floor Store and Upper/Lower Mezzanine, designated as #150 on Exhibit A-1,
Mezzanine on Exhibit A-2 respectively and hereinafter, collectively, referred to
as the "Demised Premises" in the building known as 5-11 Broadway in the Borough
of Manhattan, City of New York, for the term of See Paragraph 41.01 (or until
such term shall sooner cease and expire as hereinafter provided) to commence on
the __ day of ______________ nineteen hundred and _____________, and to end on
the __ day of __________ See Paragraph 41.01, both dates inclusive, at an annual
rental rate of See Paragraph 41.02, which Tenant agrees to pay in lawful money
of the United States which shall be legal tender in payment of all debts and
dues, public and private, at the time of payment, in equal monthly installments
in advance on the first day of each month during said term, at the office of
Owner or such other place as Owner may designate, without any set off or
deduction whatsoever, except that Tenant shall pay the first monthly
installment(s) on the execution hereof (unless this lease be a renewal).

In the event that, at the commencement of the term of this lease, or thereafter,
Tenant shall be in default in the payment of rent to Owner pursuant to the terms
of another lease with Owner or with Owner's predecessor in interest, Owner may
at Owner's option and without notice to Tenant add the amount of such arrears to
any monthly installment of rent payable hereunder and the same shall be payable
to Owner as additional rent.

The parties hereto, for themselves, their heirs, distributees, executors,
administrators, legal representatives, successors and assigns, hereby covenant
as follows:

1. Rent: Tenant shall pay the rent as above and as hereinafter provided.

2. Occupancy: Tenant shall use and occupy demised premises for a commercial
bank, and its general and executive offices and for no other purpose. Tenant
shall at all times conduct its business in a high grade and reputable manner,
shall not violate Article 37 hereof, and shall keep show windows and signs in a
neat and clean condition.

3. Alterations: Tenant shall make no changes in or to the demised premises of
any nature without Owner's prior written consent. Subject to the prior written
consent of Owner, and to the provisions of this article, Tenant, at Tenant's
expense, may make alterations, installations, additions or improvements which
are non-structural and which do not affect utility services or plumbing and
electrical lines, in or to the interior of the demised premises by using
contractors or mechanics first approved in each instance by Owner. Tenant shall,
before making any alterations, additions, installations or improvements, at its
expense, obtain all permits, approvals and certificates required by any
governmental or quasi-governmental bodies and (upon completion) certificates of
final approval thereof and shall deliver promptly duplicates of all such
permits, approvals and certificates to Owner and Tenant agrees to carry and will
cause Tenant's contractors and sub-contractors to carry such workman's
compensation, general liability, personal and property damage insurance as Owner
may require. If any mechanic's lien is filed against the demised premises, or
the building of which the same forms a part, for work claimed to have done for,
or materials furnished to, Tenant, whether or not done pursuant to this article,
the same shall be discharged by Tenant within 30 days thereafter, at Tenant's
expense, by payment or filing the bond required by law. All fixtures and all
paneling, partitions, railings and like installations, installed in the premises
at any time, either by Tenant or by Owner on Tenant's behalf, shall, upon
installation, become the property of Owner and shall remain upon and be
surrendered with the demised premises unless Owner, by notice to Tenant no later
than twenty days prior to the date fixed as the termination of this lease,
elects to relinquish Owner's rights thereto and to have them removed by Tenant,
in which event, the same shall be removed from the premises by Tenant prior to
the expiration of the lease, at Tenant's expense. Nothing in this article shall
be construed to give Owner title to or to prevent Tenant's removal of trade
fixtures, moveable office furniture and equipment, but upon removal of any such
from the premises or upon removal of other installation as may be required by
Owner, Tenant shall immediately and at its expense, repair and restore

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the premises to the condition existing prior to installation and repair any
damage to the demised premises or the building due to such removal. All property
permitted or required to be removed by Tenant at the end of the term remaining
in the premises after Tenant's removal shall be deemed abandoned and may, at the
election of Owner, either be retained as Owner's property or may be removed from
the premises by Owner at Tenant's expense.

4. Repairs: Owner shall maintain and repair the public portions of the building,
both exterior and interior, except that if Owner allows Tenant to erect on the
outside of the building a sign or signs, or a hoist, lift or sidewalk elevator
for the exclusive use of Tenant, Tenant shall maintain such exterior
installations in good appearance and shall cause the same to be operated in a
good and workmanlike manner and shall make all repairs thereto necessary to keep
same in good order and condition, at Tenant's own cost and expense, and shall
cause the same to be covered by the insurance provided for hereafter in Article
8. Tenant shall, throughout the term of this lease, take good care of the
demised premises and the fixtures and appurtenances therein, and the sidewalks
adjacent thereto, and at its sole cost and expense, make all non-structural
repairs thereto as and when needed to preserve them in good working order and
condition, reasonable wear and tear, obsolescence and damage from the elements,
fire or other casualty, excepted. If the demised premises be or become infested
with vermin, Tenant shall at Tenant's expense, cause the same to be exterminated
from time to time to the satisfaction of Owner. Except as specifically provided
in Article 9 or elsewhere in this lease, there shall be no allowance to the
Tenant for the diminution of rental value and no liability on the part of Owner
by reason of inconvenience, annoyance or injury to business arising from Owner,
Tenant or others making or failing to make any repairs, alterations, additions
or improvements in or to any portion of the building including the erection or
operation of any crane, derrick or sidewalk shed, or in or to the demised
premises or the fixtures, appurtenances or equipment thereof. It is specifically
agreed that Tenant shall be not entitled to any set off or reduction of rent by
reason of any failure of Owner to comply with the covenants of this or any other
article of this lease. Tenant agrees that Tenant's sole remedy at law in such
instance will be by way of an action for damages for breach of contract. The
provisions of this Article 4 with respect to the making of repairs shall not
apply in the case of fire or other Casualty which are dealt with in Article 9
hereof.

5. Window Cleaning: Tenant will not clean nor require, permit, suffer or allow
any window in the demised premises to be cleaned from the outside in violation
of Section 202 of the New York State Labor Law or any other applicable law or of
the Rules of the Board of Standards and Appeals, or of any other Board or body
having or asserting jurisdiction.

6. Requirements of Law, Fire Insurance: Prior to the commencement of the lease
term, if Tenant is then in possession, and at all times thereafter, Tenant, at
Tenant's sole cost and expense, shall promptly comply with all present and
future laws, orders and regulations of all state, federal, municipal and local
governments, departments, commissions and boards and any direction of any public
officer pursuant to law, and all orders, rules and regulations of the New York
Board of Fire Underwriters or the Insurance Services Office, or any similar body
which shall impose any violation, order or duty upon Owner or Tenant with
respect to the demised premises, and with respect to the portion of the sidewalk
adjacent to the premises, if the premises are on the street level, whether or
not arising out of Tenant's use or manner of use thereof, or with respect to the
building if arising out of Tenant's use or manner of use of the premises or the
building (including the use permitted under the lease). Except as provided in
Article 29 hereof, nothing herein shall require Tenant to make structural
repairs or alterations unless Tenant has by its manner of use of the demised
premises or method of operation therein, violated any such laws, ordinances,
orders, rules, regulations or requirements with respect thereto. Tenant shall
not do or permit any act or thing to be done in or to the demised premises which
is contrary to law, or which will invalidate or be in conflict with public
liability, fire or other policies of insurance at any time carried by or for the
benefit of Owner. Tenant shall pay all costs, expenses, fines, penalties or
damages, which may be imposed upon Owner by reason of Tenant's failure to comply
with the provisions of this article. If the fire insurance rate shall, at the
beginning of the lease or at any time thereafter, be higher than it otherwise
would be, then Tenant shall reimburse Owner, as additional rent hereunder, for
that portion of all fire insurance premiums thereafter paid by Owner which shall
have been charged because of such failure by Tenant, to comply with the terms of
this article. In any action or proceeding wherein Owner and Tenant are parties,
a schedule or "make-up" of rate for the building or demised premises issued by a
body making fire insurance rates applicable to said premises shall be conclusive
evidence of the facts therein stated and of the several items and charges in the
fire insurance rate then applicable to said premises.

7. Subordination: This lease is subject and subordinate to all ground or
underlying leases and to all mortgages which may now or hereafter affect such
leases or the real property of which demised premises are a part and to all
renewals, modifications, consolidations, replacements and extensions of any such
underlying leases and mortgages. This clause shall be self-operative and no
further instrument of subordination shall be required by any ground or
underlying lessor or by any mortgagee, affecting any lease or the real property
of which the demised premises are

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a part. In confirmation of such subordination, Tenant shall from time to time
execute promptly any certificate that Owner may request.

8. Tenant's Liability Insurance Property Loss, Damage, Indemnity: Owner or its
agents shall not be liable for any damage to property of Tenant or of others
entrusted to employees of the building, nor for loss of or damage to any
property of Tenant by theft or other wise, nor for any injury or damage to
persons or property resulting from any cause of whatsoever nature, unless caused
by or due to the negligence of Owner, its agents, servants or employees. Owner
or its agents will not be liable for any such damage caused by other tenants or
persons in, upon or about said building or caused by operations in construction
of any private, public or quasi public work. Tenant agrees, at Tenant's sole
cost and expense, to maintain general public liability insurance in standard
form in favor of Owner and Tenant against claims for bodily injury or death or
property damage occurring in or upon the demised premises, effective from the
date Tenant enters into possession and during the term of this lease. Such
insurance shall be in an amount and with carriers acceptable to the Owner. Such
policy or policies shall be delivered to the Owner. On Tenant's default in
obtaining or delivering any such policy or policies or failure to pay the
charges therefor, Owner may secure or pay the charges for any such policy or
policies and charge the Tenant as additional rent therefor. Tenant shall
indemnify and save harmless Owner against and from all liabilities, obligations,
damages, penalties, claims, costs and expenses for which Owner shall not be
reimbursed by insurance, including reasonable attorneys fees, paid, suffered or
incurred as a result of any breach by Tenant, Tenant's agent, contractors,
employees, invitees, or licensees, of any covenant on condition of this lease,
or the carelessness, negligence or improper conduct of the Tenant, Tenant's
agents, contractors, employees, invitees or licensees. Tenant's liability under
this lease extends to the acts and omissions of any subtenant, and any agent,
contractor, employee, invitee or licensee of any subtenant. In case any action
or proceeding is brought against Owner by reason of any such claim, Tenant, upon
written notice from Owner, will, at Tenant's expense, resist or defend such
action or proceeding by counsel approved by Owner in writing, such approval not
to be unreasonably withheld.

9. Destruction, Fire, and Other Casualty: (a) If the demised premises or any
part thereof shall be damaged by fire or other casualty, Tenant shall give
immediate notice thereof to Owner and this lease shall continue in full force
and effect except as hereinafter set forth. (b) If the demised premises are
partially damaged or rendered partially unusable by fire or other casualty, the
damages thereto shall be repaired by and at the expense of Owner and the rent
and other items of additional rent, until such repair shall be substantially
completed, shall be apportioned from the day following the casualty according to
the part of the premises which is usable. (c) If the demised premises are
totally damaged or rendered wholly unusable by fire or other casualty, then the
rent and other items of additional rent as hereinafter expressly provided shall
be proportionately paid up to the time of the casualty and thenceforth shall
cease until the date when the premises shall have been repaired and restored by
Owner (or sooner reoccupied in part by Tenant then rent shall be apportioned as
provided in subsection (b) above), subject to Owner's right to elect not to
restore the same as hereinafter provided. (d) If the demised premises are
rendered wholly unusable or (whether or not the demised premises are damaged in
whole or in part) if the building shall be so damaged that Owner shall decide to
demolish it or to rebuild it, then, in any of such events, Owner may elect to
terminate this lease by written notice to Tenant given within 90 days after such
fire or casualty or 30 days after adjustment of the insurance claim for such
fire or casualty, whichever is sooner, specifying a date for the expiration of
the lease, which date shall not be more than 60 days after the giving of such
notice, and upon the date specified in such notice the term of this lease shall
expire as fully and completely as if such date were the date set forth above for
the termination of this lease and Tenant shall forthwith quit, surrender and
vacate the premises without prejudice however, to Owner's rights and remedies
against Tenant under the lease provisions in effect prior to such termination,
and any rent owing shall be paid up to such date and any payments of rent made
by Tenant which were on account of any period subsequent to such date shall be
returned to Tenant. Unless Owner shall serve a termination notice as provided
for herein, Owner shall make the repairs and restorations under the conditions
of (b) and (c) hereof, with all reasonable expedition subject to delays due to
adjustment of insurance claims, labor troubles and causes beyond Owner's
control. After any such casualty, Tenant shall cooperate with Owner's
restoration by removing from the premises as promptly as reasonably possible,
all of Tenant's salvageable inventory and movable equipment, furniture, and
other property. Tenant's liability for rent shall resume five (5) days after
written notice from Owner that the premises are substantially ready for Tenant's
occupancy. (e) Nothing contained hereinabove shall relieve Tenant from liability
that may exist as a result of damage from fire or other casualty.
Notwithstanding the foregoing, including Owner's obligation to restore under
subparagraph (b) above, each party shall look first to any insurance in its
favor before making any claim against the other party for recovery for loss or
damage resulting from fire or other casualty, and to the extent that such
insurance is in force and collectible and to the extent permitted by law, Owner
and Tenant each hereby releases and waives all right of recovery with respect to
subparagraphs (b), (d) and (e) above, against the other or any one claiming
through or under each of them by way of subrogation or otherwise, The release
and waiver herein referred to shall be deemed to include any loss or

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damage to the demised premises and/or to any personal property, equipment, trade
fixtures, goods and merchandise located therein. The foregoing release and
waiver shall be in force only if both releasors' insurance policies contain a
clause providing that such a release or waiver shall not invalidate the
insurance. Tenant acknowledges that Owner will not carry insurance on Tenant's
furniture and/or furnishings or any fixtures or equipment, improvements, or
appurtenances removable by Tenant and agrees that Owner will not be obligated to
repair any damage thereto or replace the same. (f) Tenant hereby waives the
provisions of Section 227 of the Real Property Law and agrees that the
provisions of this article shall govern and control in lieu thereof.

10. Eminent Domain: If the whole or any part of the demised premises shall be
acquired or condemned by Eminent Domain for any public or quasi public use or
purpose, then and in that event, the term of this lease shall cease and
terminate from the date of title vesting in such proceeding and Tenant shall
have no claim for the value of any unexpired term of said lease. Tenant shall
have the right to make an independent claim to the condemning authority for the
value of Tenant's moving expenses and personal property, trade fixtures and
equipment, provided Tenant is entitled pursuant to the terms of the lease to
remove such property, trade fixtures and equipment at the end of the term and
provided further such claim does not reduce Owner's award.

11. Assignment, Mortgage, Etc.: Tenant, for itself, its heirs, distributees,
executors, administrators, legal representatives, successors and assigns
expressly covenants that it shall not assign, mortgage or encumber this
agreement, nor underlet, or suffer or permit the demised premises or any part
thereof to be used by others, without the prior written consent of Owner in each
instance. Transfer of the majority of the stock of a corporate tenant or the
majority partnership interest of a partnership tenant shall be deemed an
assignment. If this lease be assigned, or if the demised premises or any part
thereof be underlet or occupied by anybody other than Tenant, Owner may, after
default by Tenant, collect rent from the assignee, under-tenant or occupant, and
apply the net amount collected to the rent herein reserved, but no such
assignment, underletting, occupancy or collection shall be deemed a waiver of
the covenant, or the acceptance of the assignee, undertenant or occupant as
tenant, or a release of Tenant from the further performance by Tenant of
covenants on the part of Tenant herein contained. The consent by Owner to an
assignment or underletting shall not in any wise be construed to relieve Tenant
from obtaining the express consent in writing of Owner to any further assignment
or underletting.

12. Electric Current: Rates and conditions in respect to submetering or rent
inclusion, as the case may be, to be added in RIDER attached hereto. Tenant
covenants and agrees that at all times its use of electric current shall not
exceed the capacity of existing feeders to the building or the risers or wiring
installation and Tenant may not use any electrical equipment which, in Owner's
opinion, reasonably exercised, will overload such installations or interfere
with the use thereof by other tenants of the building. The change at any time of
the character of electric service shall in no wise make Owner liable or
responsible to Tenant, for any loss, damages or expenses which Tenant may
sustain.

13. Access to Premises: Owner or Owner's agents shall have the right (but shall
not be obligated) to enter the demised premises in any emergency at any time,
and, at other reasonable times, to examine the same and to make such repairs,
replacements and improvements as Owner may deem necessary and reasonably
desirable to any portion of the building or which Owner may elect to perform, in
the premises, following Tenant's failure to make repairs or perform any work
which Tenant is obligated to perform under this lease, or for the purpose of
complying with laws, regulations and other directions of governmental
authorities. Tenant shall permit Owner to use and maintain and replace pipes and
conduits in and through the demised premises and to erect new pipes and conduits
therein, provided they are concealed within the walls, floors or ceiling,
wherever practicable. Owner may, during the progress of any work in the demised
premises, take all necessary materials and equipment into said premises without
the same constituting an eviction nor shall the Tenant be entitled to any
abatement of rent while such work is in progress nor to any damages by reason of
loss or interruption of business or otherwise. Throughout the term hereof Owner
shall have the right to enter the demised premises at reasonable hours for the
purpose of showing the same to prospective purchasers or mortgagees of the
building, and during the last six months of the term for the purpose of showing
the same to prospective tenants and may, during said six months period, place
upon the demised premises the usual notice "To Let" and "For Sale" which notices
Tenant shall permit to remain thereon without molestation. If Tenant is not
present to open and permit an entry into the demised premises, Owner or Owner's
agents may enter the same whenever such entry may be necessary or permissible by
master key or forcibly and provided reasonable care is exercised to safeguard
Tenant's property, such entry shall not render Owner or its agents liable
therefor, nor in any event shall the obligations of Tenant hereunder be
affected. If during the last month of term Tenant shall have removed all or
substantially all of Tenant's property therefrom, Owner may immediately enter,
alter, renovate or redecorate the demised premises without limitation or
abatement of rent, or incurring liability to Tenant for any compensation and
such act shall have no effect on this lease or Tenant's obligations

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hereunder. Owner shall have the right at any time, without the same constituting
an eviction and without incurring liability to Tenant therefor to change the
arrangement and/or location of public entrances, passageways, doors, doorways,
corridors, elevators, stairs, toilets, or other public parts of the building and
to change the name, number or designation by which the building may be known.

14. Vault, Vault Space, Area: No vaults, vault space or area, whether or not
enclosed or covered, not within the property line of the building is leased
hereunder, anything contained in or indicated on any sketch, blue print or plan,
or anything contained elsewhere in this lease to the contrary notwithstanding.
Owner makes no representation as to the location of the property line of the
building. All vaults and vault space and all such areas not within the property
line of the building, which Tenant may be permitted to use and/or occupy, is to
be used and/or occupied under a revocable license, and if any such license be
revoked, or if the amount of such space or area be diminished or required by any
federal, state or municipal authority or public utility, Owner shall not be
subject to any liability nor shall Tenant be entitled to any compensation or
diminution or abatement of rent, nor shall such revocation, diminution or
requisition be deemed constructive or actual eviction. Any tax, fee or charge of
municipal authorities for such vault or area shall be paid by Tenant.

15. Occupancy: Tenant will not at any time use or occupy the demised premises in
violation of Articles 2 or 37 hereof, or of the certificate of occupancy issued
for the building of which the demised premises are a part. Tenant has inspected
the premises and accepts them as is, subject to the riders annexed hereto with
respect to Owner's work, if any. In any event, Owner makes no representation as
to the condition of the premises and Tenant agrees to accept the same subject to
violations whether or not of record.

16. Bankruptcy: Anything elsewhere in this lease to the contrary
notwithstanding, this lease may be cancelled by Landlord by the sending of a
written notice to Tenant within a reasonable time after the happening of any one
or more of the following events: (1) the commencement of a case in bankruptcy or
under the laws of any state naming Tenant as the debtor; or (2) the making by
Tenant of an assignment or any other arrangement for the benefit of creditors
under any state statute. Neither Tenant nor any person claiming through or under
Tenant, or by reason of any statute or order of court, shall thereafter be
entitled to possession of the premises demised but shall forthwith quit and
surrender the premises. If this lease shall be assigned in accordance with its
terms, the provisions of this Article 16 shall be applicable only to the party
then owning Tenant's interest in this lease. (b) It is stipulated and agreed
that in the event of the termination of this lease pursuant to (a) hereof, Owner
shall forthwith, notwithstanding any other provisions of this lease to the
contrary, be entitled to recover from Tenant as and for liquidated damages an
amount equal to the difference between the rent reserved hereunder for the
unexpired portion of the term demised and the fair and reasonable rental value
of the demised premises for the same period. In the computation of such damages
the difference between any installment of rent becoming due hereunder after the
date of termination and the fair and reasonable rental value of the demised
premises for the period for which such installment was payable shall be
discounted to the date of termination at the rate of four percent (4%) per
annum. If such premises or any part thereof be re-let by the Owner for the
unexpired term of said lease, or any part thereof, before presentation of proof
of such liquidated damages to any court, commission or tribunal, the amount of
rent reserved upon such re-letting shall be deemed to be the fair and reasonable
rental value for the part or the whole of the premises so re-let during the term
of the re-letting. Nothing herein contained shall limit or prejudice the right
of the Owner to prove for and obtain as liquidated damages by reason of such
termination, 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, such
damages are to be proved, whether or not such amount be greater, equal to, or
less than the amount of the difference referred to above.

17. Default: (1) If Tenant defaults in fulfilling any of the covenants of this
lease other than the covenants for the payment of rent or additional rent; or if
the demised premises become vacant or deserted; or if any execution or
attachment shall be issued against Tenant or any of Tenant's property whereupon
the demised premises shall be taken or occupied by someone other than Tenant; or
if this lease be rejected under Section 365 of Title 11 of the U.S. Code
(Bankruptcy Code); or if Tenant shall fail to move into or take possession of
the premises within thirty (30) days after the commencement of the term of this
lease, of which fact Owner shall be the sole judge; then, in any one or more of
such events, upon Owner serving a written fifteen (15) days notice upon Tenant
specifying the nature of said default and upon the expiration of said fifteen
(15) days, if Tenant shall have failed to comply with or remedy such default, or
if the said default or omission complained of shall be of a nature that the same
cannot be completely cured or remedied within said fifteen (15) day period, and
if Tenant shall not have diligently commenced curing such default within such
fifteen (15) day period, and shall not thereafter with reasonable diligence and
in good faith proceed to remedy or cure such default, then Owner may serve a
written five (5) days notice of cancellation of this lease upon Tenant, and upon
the expiration of said five (5) days, this lease and the term

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thereunder shall end and expire as fully and completely as if the expiration of
such five (5) day period were the day herein definitely fixed for the end and
expiration of this lease and the term thereof and Tenant shall then quit and
surrender the demised premises to Owner but Tenant shall remain liable as
hereinafter provided.

                  (2) If the notice provided for in (a) hereof shall have been
given, and the term shall expire as aforesaid; or if Tenant shall make default
in the payment of the rent reserved herein or any item of additional rent herein
mentioned or any part of either or in making any other payment herein required;
then and in any of such events Owner may without notice, re-enter the demised
premises either by force or otherwise, and dispossess Tenant by summary
proceedings or otherwise, and the legal representative of Tenant or other
occupant of demised premises and remove their effects and hold the premises as
if this lease had not been made, and Tenant hereby waives the service of notice
of intention to re-enter or to institute legal proceedings to that end.

18. Remedies of Owner and Waiver of Redemption: In case of any such default,
re-entry, expiration and/or dispossess by summary proceedings or other wise, (a)
the rent, and additional rent, shall become due thereupon and be paid up to the
time of such re-entry, dispossess and/or expiration. (b) Owner may re-let the
premises or any part or parts thereof, either in the name of Owner or otherwise,
for a term or terms, which may at Owner's option be less than or exceed the
period which would otherwise have constituted the balance of the term of this
lease and may grant concessions or free rent or charge a higher rental than that
in this lease, and/or (c) Tenant or the legal representatives of Tenant shall
also pay Owner as liquidated damages for the failure of Tenant to observe and
perform said Tenant's covenants herein contained, any deficiency between the
rent hereby reserved and/or covenanted to be paid and the net amount, if any, of
the rents collected on account of the subsequent lease or leases of the demised
premises for each month of the period which would otherwise have constituted the
balance of the term of this lease. The failure of Owner to re-let the premises
or any part or parts thereof shall not release or affect Tenant's liability for
damages. In computing such liquidated damages there shall be added to the said
deficiency such expenses as Owner may incur in connection with re-letting, such
as legal expenses, reasonable attorneys' fees, brokerage, advertising and for
keeping the demised premises in good order or for preparing the same for
re-letting. Any such liquidated damages shall be paid in monthly installments by
Tenant on the rent day specified in this lease. Owner, in putting the demised
premises in good order or preparing the same for re-rental may, at Owner's
option, make such alterations, repairs, replacements, and/or decorations in the
demised premises as Owner, in Owner's sole judgement, considers advisable and
necessary for the purpose of re-letting the demised premises, and the making of
such alterations, repairs, replacements, and/or decorations shall not operate or
be construed to release Tenant from liability. Owner shall in no event be liable
in any way whatsoever for failure to re-let the demised premises, or in the
event that the demised premises are re-let, for failure to collect the rent
thereof under such re-letting, and in no event shall Tenant be entitled to
receive any excess, if any, of such net rent collected over the sums payable by
Tenant to Owner hereunder. In the event of a breach or threatened breach by
Tenant or any of the covenants or provisions hereof, Owner shall have the right
of injunction and the right to invoke any remedy allowed at law or in equity as
if re-entry, summary proceedings and other remedies were not herein provided
for. Mention in this lease of any particular remedy, shall not preclude Owner
from any other remedy, in law or in equity. Tenant hereby expressly waives any
and all rights of redemption granted by or under any present or future laws.

19. Fees and Expenses: If Tenant- shall default in the observance or performance
of any term or covenant on Tenant's part to be observed or performed under or by
virtue of any of the terms or provisions in any article of this lease, after
notice if required and upon expiration of any applicable grace period if any,
(except in an emergency), then, unless otherwise provided elsewhere in this
lease, Owner may immediately or at any time thereafter and without notice
perform the obligation of Tenant thereunder, and if Owner, in connection
therewith or in connection with any default by Tenant in the covenant to pay
rent hereunder, makes any expenditures or incurs any obligations for the payment
of money, including but not limited to reasonable attorney's fees, in
instituting, prosecuting or defending any actions or proceeding and prevails in
any such action or proceeding, such sums so paid or obligations incurred with
interest and costs shall be deemed to be additional rent hereunder and shall be
paid by Tenant to Owner within ten (10) days of rendition of any bill or
statement to Tenant therefor, and if Tenant's lease term shall have expired at
the time of making of such expenditures or incurring of such obligations, such
sums shall be recoverable by Owner as damages.

20. No Representations by Owner: Neither Owner nor Owner's agent have made any
representations or promises with respect to the physical condition of the
building, the land upon which it is erected or the demised premises, the rents,
leases, expenses of operation, or any other matter or thing affecting or related
to the premises except as herein expressly set forth and no rights, easements or
licenses are acquired by Tenant by implication or otherwise except as expressly
set forth in the provisions of this lease. Tenant has inspected the building and
the demised premises and is thoroughly acquainted with their condition, and
agrees to take the same "as is" and acknowledges

                                       30





<PAGE>


that the taking of possession of the demised premises by Tenant shall be
conclusive evidence that the said premises and the building of which the same
form a part were in good and satisfactory condition at the time such possession
was so taken, except as to latent defects. All understandings and agreements
heretofore made between the parties hereto are merged in this contract, which
alone fully and completely expresses the agreement between Owner and Tenant and
any executory agreement hereafter made shall be ineffective to change, modify,
discharge or effect an abandonment of it in whole or in part, unless such
executory agreement is in writing and signed by the party against whom
enforcement of the change, modification, discharge or abandonment is sought.

21. End of Term: Upon the expiration or other termination of the term of this
lease, Tenant shall quit and surrender to Owner the demised premises, broom
clean, in good order and condition, ordinary wear excepted, and Tenant shall
remove all its property. Tenant's obligation to observe or perform this covenant
shall survive the expiration or other termination of this lease. If the last day
of the term of this lease or any renewal thereof, falls on Sunday, this lease
shall expire at noon on the preceding Saturday unless it be a legal holiday in
which case it shall expire at noon on the preceding business day.

22. Quiet Enjoyment: Owner covenants and agrees with Tenant that upon Tenant
paying the rent and additional rent and observing and performing all the terms,
covenants and conditions, on Tenant's part to be observed and performed, Tenant
may peaceably and quietly enjoy the premises hereby demised, subject,
nevertheless, to the terms and conditions of this lease including, but not
limited to, Article 33 hereof and to the ground leases, underlying leases and
mortgages hereinbefore mentioned.

23. Failure to Give Possession: If Owner is unable to give possession of the
demised premises on the date of the commencement of the term hereof, because of
the holding-over or retention of possession of any tenant, undertenant or
occupants, or if the premises are located in a building being constructed,
because such building has not been sufficiently completed to make the premises
ready for occupancy or because of the fact that a certificate of occupancy has
not been procured or for any other reason, Owner shall not be subject to any
liability for failure to give possession on said date and the validity of the
lease shall not be impaired under such circumstances, nor shall the same be
construed in any wise to extend the term of this lease, but the rent payable
hereunder shall be abated (provided Tenant is not responsible for the inability
to obtain possession or complete construction) until after Owner shall have
given Tenant written notice that the Owner is able to deliver possession in the
condition required by this lease. If permission is given to Tenant to enter into
the possession of the demised premises or to occupy premises other than the
demised premises prior to the date specified as the commencement of the term of
this lease, Tenant covenants and agrees that such possession and/or occupancy
shall be deemed to be under all the terms, covenants, conditions and provisions
of this lease except the obligation to pay the fixed annual rent set forth in
page one of this lease. The provisions of this article are intended to
constitute "an express provision to the contrary" within the meaning of Section
223-a of the New York Real Property Law.

24. No Waiver: The failure of Owner to seek redress for violation of, or to
insist upon the strict performance of any covenant or condition of this lease or
of any of the Rules or Regulations set forth or hereafter adopted by Owner,
shall not prevent a subsequent act which would have originally constituted a
violation from having all the force and effect of an original violation. The
receipt by Owner of rent and/or additional rent with knowledge of the breach of
any covenant of this lease shall not be deemed a waiver of such breach and no
provision of this lease shall be deemed to have been waived by Owner unless such
waiver be in writing signed by Owner. No payment by Tenant or receipt by Owner
of a lesser amount than the monthly rent herein stipulated shall be deemed to be
other than on account of the earliest stipulated rent, nor shall any endorsement
or statement of any check or any letter accompanying any check or payment as
rent be deemed an accord and satisfaction, and Owner may accept such check or
payment without prejudice to Owner's right to recover the balance of such rent
or pursue any other remedy in this lease provided. No act or thing done by Owner
or Owner's agents during the term hereby demised shall be deemed in acceptance
of a surrender of said premises and no agreement to accept such surrender shall
be valid unless in writing signed by Owner. No employee of Owner or Owner's
agent shall have any power to accept the keys of said premises prior to the
termination of the lease and the delivery of keys to any such agent or employee
shall not operate as a termination of the lease or a surrender of the premises.

25. Waiver of Trial by Jury: It is mutually agreed by and between Owner and
Tenant that the respective parties hereto shall and they hereby do waive trial
by jury in any action, proceeding or counterclaim brought by either of the
parties hereto against the other (except for personal injury or property damage)
on any matters whatsoever arising out of or in any way connected with this
lease, the. relationship of Owner and Tenant, Tenant's use of or occupancy of
said premises, and any emergency statutory or any other statutory remedy. It is
further mutually agreed that in the event Owner commences any proceeding or
action for possession including a summary proceeding

                                       31





<PAGE>


for possession of the premises, Tenant will not interpose any counterclaim of
whatever nature or description in any such proceeding, including a counterclaim
under Article 4 except for statutory mandatory counterclaims.

26. Inability to Perform: This lease and the obligation of Tenant to pay rent
hereunder and perform all of the other covenants and agreements hereunder on
part of Tenant to be performed shall in no wise be affected, impaired or excused
because Owner is unable to fulfill any of its obligations under this lease or to
supply or is delayed in supplying any service expressly or impliedly to be
supplied or is unable to make, or is delayed in making any repair, additions,
alterations or decorations or is unable to supply or is delayed in supplying any
equipment, fixtures or other materials if Owner is prevented or delayed from so
doing by reason of strike or labor troubles, government preemption or
restrictions or by reason of any rule, order or regulation of any department or
subdivision thereof of any government agency or by reason of the conditions of
which have been or are affected, either directly or indirectly, by war or other
emergency, or when, in the judgement of Owner, temporary interruption of such
services is necessary by reason of accident, mechanical breakdown, or to make
repairs, alterations or improvements.

27. Bills and Notices: Except as otherwise in this lease provided, a bill,
statement, notice or communication which Owner may desire or be required to give
to Tenant, shall be deemed sufficiently given or rendered if, in writing,
delivered to Tenant personally or sent by registered or certified mail addressed
to Tenant at the building of which the demised premises form a part or at the
last known residence address or business address of Tenant or left at any of the
aforesaid premises addressed to Tenant, and the time of the rendition of such
bill or statement and of the giving of such notice or communication shall be
deemed to be the time when the same is delivered to Tenant, mailed, or left at
the premises as herein provided. Any notice by Tenant to Owner must be served by
registered or certified mail addressed to Owner at the address first hereinabove
given or at such other address as Owner shall designate by written notice.

28. Water Charges: If Tenant requires, uses or consumes water for any purpose in
addition to ordinary lavatory purposes (of which fact Tenant constitutes Owner
to be the sole judge) Owner may install a water meter and thereby measure
Tenant's water consumption for all purposes. Tenant shall pay Owner for the cost
of the meter and the cost of the installation thereof and throughout the
duration of Tenant's occupancy Tenant shall keep said meter and installation
equipment in good working order and repair at Tenant's own cost and expense.
Tenant agrees to pay for water consumed, as shown on said meter as and when
bills are rendered. Tenant covenants and agrees to pay the sewer rent, charge or
any other tax, rent, levy or charge which now or hereafter is assessed, imposed
or a lien upon the demised premises or the realty of which they are part
pursuant to law, order or regulation made or issued in connection with the use,
consumption, maintenance or supply of water, water system or sewage or sewage
connection or system. The bill rendered by Owner shall be payable by Tenant as
additional rent. If the building or the demised premises or any part thereof be
supplied with water through a meter through which water is also supplied to
other premises Tenant shall pay to Owner as additional rent, on the first day of
each month, ___% ($__________) of the total meter charges, as Tenant's portion.
Independently of and in addition to any of the remedies reserved to Owner
hereinabove or elsewhere in this lease, Owner may sue for and collect any monies
to be paid by Tenant or paid by Owner for any of the reasons or purposes
hereinabove set forth.

29. Sprinklers: Anything elsewhere in this lease to the contrary
notwithstanding, if the New York Board of Fire Underwriters or the Insurance
Services Office or any bureau, department or official of the federal, state or
city government require or recommend the installation of a sprinkler system or
that any changes, modifications, alterations, or additional sprinkler heads or
other equipment be made or supplied in an existing sprinkler system by reason of
Tenant's business, or the location of partitions, trade fixtures, or other
contents of the demised premises, or for any other reason, or if any such
sprinkler system installations, changes, modifications, alterations, additional
sprinkler heads or other such equipment, become necessary to prevent the
imposition of a penalty or charge against the full allowance for a sprinkler
system in the fire insurance rate set by any said Exchange or by any fire
insurance company, Tenant shall, at Tenant's expense, promptly make such
sprinkler system installations, changes, modifications, alterations, and supply
additional sprinkler heads or other equipment as required whether the work
involved shall be structural or non-structural in nature. Tenant shall pay to
Owner as additional rent the sum of $_______ on the first day of each month
during the term of this lease, as Tenant's portion of the contract price for
sprinkler supervisory service.

30. Elevators, Heat, Cleaning: As long as Tenant is not in default under any of
the covenants of this lease beyond the applicable grace period provided in this
lease for the curing of such defaults, Owner shall, if and insofar as existing
facilities permit furnish heat to the demised premises, when and as required by
law, on business days from 8:00 a.m. to 6:00 p.m. and on Saturdays from 8:00
a.m. to 1:00 p.m. Tenant shall at Tenant's expense, keep demised premises clean
and in order, to the satisfaction to Owner, and if demised premises are situated
on the street

                                       32





<PAGE>


floor, Tenant shall, at Tenant's own expense, make all repairs and replacements
to the sidewalks and curbs adjacent thereto, and keep said sidewalks and curbs
free front snow, ice, dirt and rubbish. Tenant shall pay to Owner the cost of
removal of any of Tenant's refuse and rubbish from the building. Bills for the
same shall be rendered by Owner to Tenant at such times as Owner may elect and
shall be due and payable when rendered, and the amount of such bills shall be
deemed to be, and be paid as, additional rent. Tenant shall, however, have the
option of independently contracting for the removal of such rubbish and refuse
in the event that Tenant does not wish to have same done by employees of Owner.
Under such circumstances, however, the removal of such refuse and rubbish by
others shall be subject to such rules and regulations as, in the judgment of
Owner, are necessary for the proper operation of the building.

31. Security: Tenant has deposited with Owner the sum of $NONE as security for
the faithful performance and observance by Tenant of the terms, provisions and
conditions of this lease; it is agreed that in the event Tenant defaults in
respect of any of the terms, provisions and conditions of this lease, including,
but not limited to, the payment of rent and additional rent, Owner may use,
apply or retain the whole or any part of the security so deposited to the extent
required for the payment of any rent and additional rent or any other sum as to
which Tenant is in default or for any sum which Owner may expend or may be
required to expend by reason of Tenant's default in respect of any of the terms,
covenants and conditions of this lease, including but not limited to, any
damages or deficiency in the re-letting of the premises, whether such damages or
deficiency accrued before or after summary proceedings or other re-entry by
Owner. In the event that Tenant shall fully and faithfully comply with all of
the terms, provisions, covenants and conditions of this lease, the security
shall be returned to Tenant after the date fixed as the end of the Lease and
after delivery of entire possession of the demised premises to Owner. In the
event of a sale of the land and building or leasing of the building, of which
the demised premises form a part, Owner shall have the right to transfer the
security to the vendee or lessee and Owner shall thereupon be released by Tenant
from all liability for the return of such security, and Tenant agrees to look to
the new Owner solely for the return of said security; and it is agreed that the
provisions hereof shall apply to every transfer or assignment made of the
security to a new Owner. Tenant further covenants that it will not assign or
encumber or attempt to assign or encumber the monies deposited herein as
security and that neither Owner nor its successors or assigns shall be bound by
any such assignment, encumbrance, attempted assignment or attempted encumbrance.

32. Captions: The Captions are inserted only as a matter of convenience and for
reference and in no way define, limit or describe the scope of this lease nor
the intent of any provision thereof.

33. Definitions: The term "Owner" as used in this lease means only the Owner, or
the mortgagee in possession, for the time being of the land and building (or the
Owner of a lease of the building or of the land and building) of which the
demised premises form a part, so that in the event of any sale or sales of said
land and building or of said lease, or in the event of a lease of said building,
or of the land and building, the said Owner shall be and hereby is entirely
freed and relieved of all covenants and obligations of Owner hereunder, and it
shall be deemed and construed without further agreement between the parties of
their successors in interest, or between the parties and the purchaser, at any
such sale, or the said lessee of the building, or of the land and building, that
the purchaser or the lessee of the building has assumed and agreed to carry out
any and all covenants and obligations of Owner hereunder. The words "reenter"
and "re-entry" as used in this lease are not restricted to their technical legal
meaning. The term "business days" as used in this lease shall exclude Saturdays,
Sundays and all days designated as holidays by the applicable building service
union employees service contract or by the applicable Operating Engineers
contract with respect to HVAC service. Wherever it is expressly provided in this
lease that consent shall not be unreasonably withheld, such consent shall not be
unreasonably delayed.

34. Adjacent Excavation Shoring: If an excavation shall be made upon land
adjacent to the demised premises, or shall be authorized to be made, Tenant
shall afford to the person causing or authorized to cause such excavation,
license to enter upon the demised premises for the purpose of doing such work as
said person shall deem necessary to preserve the wall or the building of which
demised premises form a part from injury or damage and to support the same by
proper foundations without any claim for damages or indemnity against Owner, or
diminution or abatement of rent.

35. Rules and Regulations: Tenant and Tenant's servants, employees, agents,
visitors, and licensees shall observe faithfully, and comply strictly with the
Rules and Regulations and such other and further reasonable Rules and
Regulations as Owner or Owner's agents may from time to time adopt. Notice of
any additional rules or regulations shall be given in such manner as Owner may
elect. In case Tenant disputes the reasonableness of any additional Rule or
Regulation hereafter made or adopted by Owner or Owner's agents, the parties
hereto agree to submit the question of the reasonableness of such Rule or
Regulation for decision to the New York office of the American

                                       33





<PAGE>


Arbitration Association, whose determination shall be final and conclusive upon
the parties hereto. The right to dispute the reasonableness of any additional
Rule or Regulation upon Tenant's part shall be deemed waived unless the same
shall be asserted by service of a notice, in writing upon Owner within fifteen
(15) days after the giving of notice thereof. Nothing in this lease contained
shall be construed to impose upon Owner any duty or obligation to enforce the
Rules and Regulations or terms, covenants or conditions in any other lease, as
against any other tenant and Owner shall not be liable to Tenant for violation
of the same by any other tenant, its servants, employees, agents, visitors or
licensees.

36. Glass: Owner shall replace, at the expense of Tenant, any and all plate and
other glass damaged or broken from any cause whatsoever in and about the demised
premises. Owner may insure, and keep insured, at Tenant's expense, all plate and
other glass in the demised premises for and in the name of Owner. Bills for the
premiums therefor shall be rendered by Owner to Tenant at such times as Owner
may elect, and shall be due from, and payable by, Tenant when rendered, and the
amount thereof shall be deemed to be, and be paid as, additional rent.

37. Pornographic Uses Prohibited: Tenant agrees that the value of the demised
premises and the reputation of the Owner will be seriously injured if the
premises are used for any obscene or pornographic purposes or any sort of
commercial sex establishment. Tenant agrees that Tenant will not bring or permit
any obscene or pornographic material on the premises, and shall not permit or
conduct any obscene, nude, or semi-nude live performances on the premises, nor
permit use of the premises for nude modeling, rap sessions, or as a so called
rubber goods shops, or as a sex club of any sort, or as a "massage parlor."
Tenant agrees further that Tenant will not permit any of these uses by any
sublessee or assignee of the premises. This Article shall directly bind any
successors in interest to the Tenant. Tenant agrees that if at any time Tenant
violates any of the provisions of this Article, such violation shall be deemed a
breach of a substantial obligation of the terms of this lease and objectionable
conduct. Pornographic material is defined for purposes of this Article as any
written or pictorial manner with prurient appeal or any objects of instrument
that are primarily concerned with lewd or prurient sexual activity. Obscene
material is defined here as it is in Penal law [d]235.00.

38. Estoppel Certificate: Tenant, at any time, and from time to time, upon at
least 10 days prior notice by Owner, shall execute, acknowledge and deliver to
Owner, and/or to any other person, firm or corporation specified by Owner, a
statement certifying that this lease is unmodified and in full force and effect
(or, if there have been modifications, that the same is in full force and effect
as modified and stating the modifications), stating the dates which the rent and
additional rent have been paid, and stating whether or not there exists any
defaults by Owner under this lease, and, if so, specifying each such default.

39. Successors and Assigns: The covenants, conditions and agreements contained
in this lease shall bind and inure to the benefit of Owner and Tenant and their
respective heirs, distributees, executors, administrators, successors, and
except as otherwise provided in this lease, their assigns. Tenant shall look
only to Owner's estate and interest in the land and building for the
satisfaction of Tenant's remedies for the collection of a judgment (or other
judicial process) against Owner in the event of any default by Owner hereunder,
and no other property or assets of such Owner (or any partner, member, officer
or director thereof, disclosed or undisclosed), shall be subject to levy,
execution or other enforcement procedure for the satisfaction of Tenant's
remedies under or with respect to this lease, the relationship of Owner and
Tenant hereunder, or Tenant's use and occupancy of the demised premises.

                  See Rider consisting of pages annexed hereto.

IN WITNESS WHEREOF, Owner and Tenant have respectively signed and sealed this
lease as of the day and year first above written.

Witness for Owner:                                   BRAUN MANAGEMENT, INC., as
                                                     Agent for BOWLING GREEN
                                                     ASSOCIATES, L.P.

                                                     By:
Witness for Tenant:                                  THE BERKSHIRE BANK


                                                     By:/s/ Moses Krausz
                                                              Moses Krausz
                                                              President & CEO

                                       34





<PAGE>


                                ACKNOWLEDGEMENTS

CORPORATE OWNER
STATE OF NEW YORK      )
                       ) ss.:
County of              )

On this ____ day of __________19,__ before me personally came
__________________, to me known, who being by me duly sworn, did depose and say
that he resides in ________________, that he is the ___________ of
___________________, the corporation described in and which executed the
foregoing instrument, as OWNER; that he knows the seal of said corporation; the
seal affixed to said instrument is such corporate seal; that it was so affixed
by order of the Board of Directors of said corporation, and that he signed his
name thereto by like order.

INDIVIDUAL OWNER
STATE OF NEW YORK       )
                        ) ss.:
County of               )

On this __ day of _______19,__ before me personally came __________________, to
be known and known to me to be the individual described in and who, as OWNER,
executed the foregoing instrument and acknowledged to me that he executed the
same.

CORPORATE TENANT
STATE OF NEW YORK       )
                        ) ss.:
County of New York      )

On this 5th day of April, 2000 before me personally came Moses Krausz, to me
known, who being by me duly sworn, did depose and say that he is the President &
CEO of The Berkshire Bank, the corporation described in and which executed the
foregoing instrument, as TENANT; that he knows the seal of said corporation; the
seal affixed to said instrument is such corporate seal; that it was so affixed
by order of the Board of Directors of said corporation, and that he signed his
name thereto by like order.

                                                /s/ Eileen L. Lepetit

                                                    EILEEN L. LEPETIT
INDIVIDUAL TENANT                            Notary Public, State of New York
STATE OF NEW YORK       )                             No. 01LE5039543
                        ) ss.:                  Qualified in Nassau County
County of               )                   Commission Expires February 21, 2001


On this __ day of _____________19,___ before me personally came
__________________, to be known and known to me to be the individual described
in and who, as TENANT, executed the foregoing instrument and acknowledged to me
that he executed the same.

                                       35





<PAGE>


                                    GUARANTY

The undersigned Guarantor guarantees to Owner, Owner's successors and assigns,
the full performance and observance of all the agreements to be performed and
observed by Tenant in the attached Lease, including the "Rules and Regulation"
as therein provided, without requiring any notice to Guarantor of nonpayment, or
nonperformance, or proof, or notice of demand, to hold the undersigned
responsible under this guaranty, all of which the undersigned hereby expressly
waives and expressly agrees that the legality of this agreement and the
agreements of the Guarantor under this agreement shall not be ended, or changed
by reason of the claims to Owner against Tenant of any of the rights or remedies
given to Owner as agreed in the attached Lease. The Guarantor further agrees
that this guaranty shall remain and continue in full force and effect as to any
renewal, change or extension of the Lease. As a further inducement to Owner to
make the Lease Owner and Guarantor agree that in any action or proceeding
brought by either Owner or the Guarantor against the other on any matters
concerning the Lease or of this guaranty that Owner and the undersigned shall
and do waive trial by jury.

Dated:         19__


                                    Guarantor

Witness

Guarantor's Residence

Business Address

Firm Name

STATE OF NEW YORK       )
                        )ss.:
COUNTY OF               )

On this __ day of _______________19,___ before me personally came
_________________, to me known and known to me to be the individual described
in, and who executed the foregoing Guaranty and acknowledged to me that he
executed the same.

                                             Notary

                                       36







<PAGE>


                                    IMPORTANT
                      RULES AND REGULATIONS ATTACHED TO AND
            MADE A PART OF THIS LEASE IN ACCORDANCE WITH ARTICLE 35.

1. The sidewalks, entrances, driveways, passages, courts, elevators, vestibules,
stairways, corridors or halls shall not be obstructed or encumbered by any
Tenant or used for any purpose other than for ingress to and egress from the
demised-premises and for delivery of merchandise and equipment in a prompt and
efficient manner using elevators and passageways designated for such delivery by
Owner. There shall not be used in any space, or in the public hall of the
building, either by any tenant or by jobbers, or others in the delivery or
receipt of merchandise, any hand trucks except those equipped with rubber tires
and safeguards.

2. If the premises are situated on the ground floor of the building, Tenant
thereof shall further, at Tenant's expense, keep the sidewalks and curb in front
of said premises clean and free from ice, snow, etc.

3. The water and wash closets and plumbing fixtures shall not be used for any
purposes other than those for which they were designed or constructed.

4. Tenant shall not use, keep or permit to be used or kept any foul or noxious
gas or substance in the demised premises, or permit or suffer the demised
premises to be occupied or used in a manner offensive or objectionable to Owner
or other occupants of the building by reason of noise, odors and/or vibrations
or interfere in any way with other Tenants or those having business therein.

5. No sign, advertisement, notice or other lettering shall be exhibited,
inscribed, painted or affixed by any Tenant on any part of the outside of the
demised premises or the building or on the inside of the demised premises if the
same is visible from the outside of the premises without the prior written
consent of Owner, except that the name of Tenant may appear on the entrance door
of the premises. In the event of the violation of the foregoing by any Tenant,
Owner may remove same without any liability and may charge the expense incurred
by such removal to Tenant or Tenants violating this rule. Signs on interior
doors and directory tablet shall be inscribed, painted or affixed for each
Tenant by Owner at the expense of such Tenant, and shall be of a size, color and
style acceptable to Owner.

6. No Tenant shall mark, paint, drill into, or in any way deface any part of the
demised premises or the building of which they form a part. No boring, cutting
or stringing of wires shall be permitted, except with the prior written consent
of Owner, and as Owner may direct. No Tenant shall lay linoleum, or other
similar floor covering, so that the same shall come in direct contact with the
floor of the demised premises, and, if linoleum or other similar floor covering
is desired to be used an interlining of builder's deadening felt shall be first
affixed to the floor, by a paste or other material, soluble in water, the use of
cement or other similar adhesive material being expressly prohibited.

7. Freight, furniture, business equipment, merchandise and bulky matter of any
description shall be delivered to and removed from the premises only on the
freight elevators and through the service entrances and corridors, and only
during hours and in a manner approved by Owner. Owner reserves the right to
inspect all freight to be brought into the building and to exclude from the
building all freight which violates any of these Rules and Regulations or the
lease of which these Rules and Regulations are a part.

8. Owner reserves the right to exclude from the building between the hours of 6
P.M. and 8 A.M. and at all hours on Sundays, and holidays all persons who do not
present a pass to the building signed by Owner. Owner will furnish passes to
persons for whom any Tenant requests same in writing. Each Tenant shall be
responsible for all persons for whom he requests such pass and shall be liable
to Owner for all acts of such person.

9. Owner shall have the right to prohibit any advertising by any Tenant which,
in Owner's opinion, tends to impair the reputation of Owner or its desirability
as a building for stores or offices, and upon written notice from Owner, Tenant
shall refrain from or discontinue such advertising.

10. Tenant shall not bring or permit to be brought or kept in or on the demised
premises, any inflammable, combustible, or explosive, or hazardous fluid,
material, chemical or substance, or cause or permit any odors of cooking or
other processes, or any unusual or other objectionable odors to permeate in or
emanate from the demised premises.

11. Tenant shall not place a load on any floor of the demised premises exceeding
the floor load per square foot area

                                       37








<PAGE>

which it was designed to carry and which is allowed by law. Owner reserves the
right to prescribe the weight and position of all safes, business machines and
mechanical equipment. Such installations shall be placed and maintained by
Tenant at Tenant's expense in setting sufficient in Owner's judgement to absorb
and prevent vibration, noise and annoyance.

12. Refuse and Trash - Tenant covenants and agrees, at its sole cost and
expense, to comply with all present and future laws, orders and regulations of
all state, federal, municipal and local governments, departments, commissions
and boards regarding the collection, sorting, separation and recycling of waste
products, garbage, refuse and trash. Tenant shall pay all costs, expenses,
fines, penalties or damages that may be imposed on Owner or Tenant by reason of
Tenant's failure to comply with the provisions of this Building Rule 12, and, at
Tenant's sole cost and expense, shall indemnify, defend and hold Owner harmless
(including reasonable legal fees and expenses) from and against any actions,
claims and suits arising from such non-compliance, utilizing counsel reasonably
satisfactory to Owner.

                                       38






<PAGE>

                RIDER ATTACHED TO AND MADE A PART OF STORE LEASE
              BY AND BETWEEN BRAUN MANAGEMENT INC. OF 160 BROADWAY,
         NEW YORK NEW YORK AS AGENT FOR BOWLING GREEN ASSOCIATES, L.P.,
                ("Landlord") and THE BERKSHIRE BANK, ("Tenant").

40.00. This Lease is conditional upon Tenant obtaining, on or before
____________, the approval of its terms in their entirety from the New York
State Banking Commission. In the event such approval is not obtained by said
date, either party shall thereafter have the privilege of canceling the Lease
upon notice delivered to the other.

40.01. The term of this Lease shall begin on July 1, 2000 (the "Term
Commencement Date"). The term of the Lease shall expire June 28, 2005 (the
"Expiration Date").

40.02. The rent (the "Base Rent" or "Fixed Rent") which Tenant agrees to pay in
advance monthly installments shall be due and payable on the first day of each
and every calendar month beginning on the Term Commencement Date continuing
through the Expiration Date and shall be paid at the rate of TWO HUNDRED
THIRTY-SIX NINE HUNDRED FIFTY-FIVE DOLLARS ($236,955.00) per annum, payable in
equal monthly installments of NINETEEN THOUSAND SEVEN HUNDRED FORTY-SIX DOLLARS
and TWENTY-FIVE CENTS ($19,746.25).

40.03. Tenant shall accept the Premises in its "as is" condition except Landlord
shall, at Landlord's sole cost and expense at or about the commencement of the
term according to Building Standards perform the following work ("Landlord's
Work"):

         1.       Construct according to Building Standards the walls, ceilings,
                  and electrical outlets and lighting as per Tenant's Plan
                  (Exhibit B).

         2.       Provide and install floor covering to be selected by Tenant
                  from Landlord's standard samples.

         3.       Paint walls and trim in color to be selected from Landlord's
                  standard paint chart.

40.04. In the event Landlord is unable to substantially complete Landlord's Work
on the Term Commencement Date Tenant's obligation to pay Base Rent and
additional rent shall be abated on a per them basis until Substantial Completion
shall occur. The rental payments for the calendar month following Substantial
Completion shall be adjusted to reflect such abatement. In the event, however,
Tenant shall take possession of the Premises and begin operation of its business
or profession in the Premises before Substantial Completion by Landlord of
Landlord's Work (the "Possession Date") then the aforementioned abatement shall
end on the Possession Date rather than on the Substantial Completion Date.

40.05. In the event the Rent Commencement Date shall occur on a day other than
the first day of a calendar month, the next installment of rents due shall be
adjusted on a per them basis to reflect the actual rent due for the preceding
partial rental month.

41.01. As used in this Article the words and terms which follow mean and include
the following:

         a.       "Tax Year" shall mean each period of twelve months, commencing
                  on the first day of July of each such period, in which occurs
                  any part of the term of this Lease or such other fiscal year
                  as hereafter may be duly adopted as the fiscal year for real
                  estate tax purposes of the City of New York.

         b.       "Operation Year" shall mean each calendar year, subsequent to
                  the calendar year 2000 in which occurs any part of the term of
                  this Lease.

         c.       "Tenant's Proportionate Share" shall mean two and sixty-three
                  hundredths of one percent (2.63%).

         d.       "Area of the Premises" shall mean the rentable square foot
                  area of the Demised Premises (which the parties have agreed
                  shall be 5.559 square feet for the purposes of this Article).

         e.       "Real Estate Tax" shall mean any and all taxes and assessments
                  (including, without limitation, special and extraordinary
                  assessments) imposed upon the Building(s) and the Land(s) of
                  which the

                                       39






<PAGE>

                  Demised Premises forms a part. If there is a change in the
                  method of taxation which results in any franchise, income,
                  rent, profit or other tax, however designated, being levied
                  against Landlord and/or the owner of the Land(s) and
                  Building(s) in substitution of, or in addition to any Real
                  Estate Tax, in whole or in part, such tax or taxes shall be
                  considered to be a Real Estate Tax for the purposes hereof.

         f.       "Real Estate Tax Base" shall mean the Real Estate Taxes for
                  the one fiscal period (i.e., July I to June 30) of 1999/00.

         g.       "Hourly Wage Rate" as respects any Operation Year shall mean
                  the minimum hourly wage prescribed to be paid to the workers
                  described below, appropriately adjusted from time to time to
                  reflect changes in fringe benefits required by law or by
                  applicable labor agreements and computed on an hourly basis,
                  in major office buildings (hereinafter called "Class A Office
                  Buildings") and in effect as of January 1 in such Operation
                  Year (or if such rate and/or benefits shall be subject to
                  change during an Operation Year then the average thereof for
                  such Operation Year as reasonably estimated or calculated by
                  Landlord) pursuant to an agreement between the Realty Advisory
                  Board on Labor Relations, Incorporated (or any successor
                  thereto) and Local 32B of the Service Employees International
                  Union, AFL-CIO (or any successor thereto) covering the wage
                  rates of those workers classified as "Others" (or any
                  successor or equivalent designation) in Class A Office
                  Buildings which said minimum hourly wage rates shall be
                  computed on the basis of the total weekly amount required to
                  be paid to said workers in the Building for regular work weeks
                  (exclusive of any overtime or premium pay work in such regular
                  work weeks.) Such total weekly amounts shall be inclusive of
                  all payments or benefits of every nature and kind (including
                  those required to be paid by the employer directly to the
                  taxing authorities or others on account of the employment)
                  such as, without limiting the generality of the foregoing,
                  social security, unemployment and all other similar taxes,
                  holiday and vacation pay, incentive pay, accident, health and
                  welfare insurance programs, pension plans, guarantee pay plans
                  and supplemental unemployment benefit programs, and fringe
                  benefits, payments, plans or programs of a similar or
                  dissimilar nature, irrespective of whether they may be
                  required or provided for in any applicable law or regulation
                  or otherwise. If there is no such agreement in effect as of
                  any such January 1 by which the Hourly Wage Rate is
                  determinable, computations and payments shall thereupon be
                  made upon the basis of the Hourly Wage Rate being paid by the
                  Landlord or by the contractor performing the cleaning services
                  for Landlord on such January 1 for porters or cleaners, as the
                  case may be, and appropriate retroactive adjustment shall
                  thereafter be made when the Hourly Wage Rate paid on such
                  January 1 pursuant to such agreement for said workers is
                  finally determined and provided further that if as of the last
                  day of such Operation Year no such agreement covering the
                  January 1 occurring in such Operation Year shall have been in
                  effect, the Hourly Wage Rate paid by the landlord or by the
                  contractor performing the cleaning services for landlord on
                  such January 1 for porters and cleaners shall be for all
                  purposes hereof deemed to be such Hourly Wage Rate prescribed
                  by such agreement between said Board (or any successor
                  thereto) and said Union (or any successor thereto) for such
                  Operation Year. It is understood that the definitions set
                  forth in this paragraph and related definitions set forth
                  elsewhere in this Article are designed to provide an
                  escalation index only, and no express or implied
                  representation is made that the additional rental derived from
                  such index will bear any relationship to actual operating
                  expenses of Landlord.

         h.       "Labor Rate" for any Operation Year shall mean the Hourly Wage
                  Rate for workers classified as "Others."

         i.       "Base Labor Rate" shall mean the Labor Rate for the calendar
                  year 2000.

         j.       "Escalation Statement" shall mean statement in writing signed
                  by landlord, setting forth the amount payable by Tenant for a
                  specified Tax Year or Operation Year (as the case may be)
                  pursuant to this Article.

41.02. If the Real Estate Taxes for any Tax Year shall be greater than the Real
Estate Tax Base, Tenant shall pay the Landlord as additional rent for the
Demised Premises for such Tax Year an amount equal to Tenant's Proportionate
Share of the difference between Real Estate Taxes for such Tax Year and the Real
Estate Tax Base.

                                       40







<PAGE>

41.02.1. In no event shall the additional rent under Article 41.02 be increased
in any Tax Year in excess of $2,223.60 per annum over that of the prior Tax Year
on a cumulative basis (hereinafter "CAP"). For example, assuming Tenant's
Proportionate Share of Real Estate Taxes in 2000/01 exceeds Tenant's
Proportionate Share of the Real Estate Tax Base 1999/00 by $2,779.50 in 2001/02
by $4,169.25 and in 2002/03 by $8,338.50 the additional rents (a.r.) resulting
from application of Article 41.02 will be as follows:

<TABLE>
<CAPTION>
Tax Year               Real Estate Tax Escalation Before Cap                 CAP

<S>                                            <C>                 <C>
2000/01                                               $2,779.50     a.r.= $2,223.60

2001/02                                         a.r.= $4,169.25           $4,447.20

2002/03                                               $8,338.50     a.r.= $6,670.80

</TABLE>


41.03. If the Labor Rate for any Operation Year shall be greater than the Base
Labor Rate, Tenant shall pay to Landlord as additional rent for the Demised
Premises for such Operation Year an amount equal to the product obtained by
multiplying the Area of the Premises by the number of cents (including any
fraction of a cent) by which the Labor Rate for such Operation Year exceeds the
Base Labor Rate.

41.03.1. In no event shall the additional rent under Article 41.03 be increased
in any Operation Year in excess of $2,779.50 per annum over that of the prior
Operation Year on a cumulative basis (hereinafter "CAP"). For example, assuming
that, in 2001 the Labor Rate exceeds the Base Labor Rate by $.60, in 2002 by
$.90 and in 2003 by $1.80, the additional rents (a.r.) resulting from
application of Article 41.03 will be as follows:

<TABLE>
<CAPTION>
                                                                         ANNUAL
                                                                         LABOR RATE
OPERATION            AREA OF                    LABOR RATE               ESCALATION
YEAR                 PREMISES          X        DIFFERENTIAL             BEFORE CAP             CAP
<S>                  <C>               <C>      <C>                      <C>                    <C>
2001                 5,559'            X        $.60                     $3,335.40              a.r.=$2,779.50

2002                 5,559'            X        $.90                     a.r.=$5,003.10         $5,559.00

2003                 5,559'            X        $1.80                    $10,006.20             a.r.=$8,338.50
</TABLE>

41.04. Any such adjustment payable by reason of the provisions of Section 41.02
hereof shall be payable within fifteen (15) days after Landlord shall furnish to
Tenant an Escalation Statement with respect to Real Estate Taxes for any Tax
Year.

41.05. Any such adjustment payable by reason of the provisions of Section 41.03
shall commence as of the first day of the relevant Operation Year and, after
Landlord shall furnish Tenant with an Escalation Statement relating to such
Operation Year, all monthly installments of rental shall reflect one-twelfth of
the annual amount of such adjustment until a new adjustment becomes effective
pursuant to the provisions of this Article, provided however, that if said
Escalation Statement is furnished to Tenant after the commencement of such
Operation Year, there shall be promptly paid by Tenant to Landlord, an amount
equal to the portion of such adjustment allocable to the part of such Operation
Year which shall have elapsed prior to the first day of the calendar month next
succeeding the calendar month in which said Escalation Statement is furnished to
Tenant.

41.06. In the event (i) that the date of the expiration or other termination of
this Lease shall be a day other than the last day of a Tax Year or an Operation
Year, or (ii) of any increase or decrease in the Area of the Demised Premises
(as may be provided herein), then in each such event in applying the provisions
of this Article with respect to any Tax year or Operation Year in which such
event shall have occurred, appropriate adjustments shall be made to reflect the
occurrence of such event on a basis consistent with the principles underlying
the provisions of this Article taking into consideration: (a) the portion of
such Tax Year or Operation Year which shall have elapsed prior to the date of
such expiration or termination; or (b) in the case of any such increase or
decrease, the portion of the Demised Premises to which the same relate.
Similarly, if the term of this Lease shall begin or end on a date which is not
the first (with respect to term commencement) or the last (with respect to
expiration or termination) day of a calendar month, appropriate adjustments
shall be made to Fixed Rent and additional rent for the first or last month

                                       41







<PAGE>


of the term, as the case may be, to reflect the portion of a month falling
within the term of this Lease. However, nothing contained herein shall relieve
Tenant of liability for all Fixed Rent and additional rent which would have been
due following termination for Tenant's default.

41.07. Payments shall be made pursuant to this Article notwithstanding the fact
that an Escalation Statement is furnished to Tenant after the expiration of the
term of this Lease.

41.08. In case the Real Estate Taxes for any Tax Year or part thereof shall be
reduced before Tenant shall have paid Tenant's Proportionate Share of any excess
thereof in respect of such Tax year pursuant to Section 41.02 hereof, the Real
Estate Taxes for such Tax Year shall be deemed to include any expenses,
including counsel fees, incurred by Landlord in connection with reducing the
assessed valuation and/or in obtaining such reduction.

41.09. In case the Real Estate Taxes for any Tax Year or part thereof shall be
reduced after Tenant shall have paid Tenant's Proportionate Share of any excess
thereof in respect of such Tax Year pursuant to Section 41.02 hereof, Tenant
shall be entitled to receive Tenant's Proportionate Share of such reduction
after Landlord's receipt of a refund or credit for said reduction, provided,
however, that the Real Estate Taxes for such Tax Year shall be deemed to include
any expenses, including counsel fees, incurred by Landlord in connection with
obtaining said reduction.

42. All taxes, charges, costs and expenses which the Tenant is required to pay
under any terms of this Lease, together with all interest and penalties that may
accrue thereon, in the event of the Tenant's failure to pay such amounts and all
damages, costs and expenses which the Landlord may incur by reason of any
default of the Tenant or failure on the Tenant's part to comply with the terms
of this Lease, shall be deemed to be additional rent and, in the event of
nonpayment by the Tenant, the Landlord shall have all the rights and remedies
with respect thereto as the Landlord has for the nonpayment of the fixed rent.
If Landlord does not receive full payment for rent (i.e., Fixed Rent and/or
additional rent) within ten (10) days after the date on which payment is due,
Tenant shall be liable to Landlord for all reasonable legal fees and interest on
late payments at a rate equal to the prime lending rate then in effect for loans
of Citibank, N.A. (or its successor) in the State of New York, which shall
accrue on a daily basis from the date on which the payment was due to the date
on which Landlord collects payment in full.

43. Landlord will furnish electricity to the Tenant through presently installed
electrical facilities for Tenant's reasonable use of lighting, electrical
appliances and other equipment, and in consideration thereof Tenant agrees that
the rent reserved in the within Lease shall be increased by a sum effective as
of the commencement of this Lease of $15,287.25 per annum, payable in equal
installments of $1,273.94 per month. In the event the Landlord believes that the
electricity cost is at any time greater than the aforementioned sum (or such
additional rent for electricity as may hereafter be determined), the Tenant
agrees that an independent electrical consultant, selected by the Landlord, may
make a survey of the electrical equipment consuming electricity located inside
and outside the Demised Premises (but equipment located outside, e.g. air
conditioners, shall be included only to the extent that the same serve the
Demised Premises) to determine the increase in rent due to electricity. The
Tenant agrees to pay the new electricity rent charge as determined by the
electrical consultant effective as of the date of the consultant's survey.
Further, if the Landlord's electric rates or charges of any kind imposed thereon
by the public utility corporation serving the area where the building is located
are increased or if there shall be any increase in sales, excise or any similar
tax imposed on electrical consumption, the additional charge for electricity
shall be increased to reflect such increases without a survey.

44. If the Landlord or any successor in interest shall be an individual, joint
venture, tenants-in-common, firm or partnership, general or limited, there shall
be no personal liability on such individual or on the members of such joint
venture, tenants-in-common, firm or partnership in respect to any of the
covenants or conditions of this Lease. The Tenant shall look solely to the
equity of the Landlord in the property for the satisfaction of the remedies of
the Tenant in the event of a breach by the Landlord of any of the covenants or
conditions of this Lease.

45. All notices required herein shall be in writing addressed to Landlord and
Tenant at the addresses set forth herein, and shall be sent by certified mail,
return receipt requested. The date of mailing shall be deemed to be the date on
which notice is given.

46. Tenant warrants to Landlord that no real estate agent or broker except BRAUN
MANAGEMENT INC. brought about this Lease and agrees to indemnify and defend
Landlord on demand against all claims made by other brokers and agents for fees
or commissions with respect to this Lease arising out of tenant's acts and
Landlord agrees to pay broker.

                                       42








<PAGE>


47.01. Tenant agrees to maintain in full force during terms of this Lease, at
its own cost and expense, the following:

         i.       one of more policies of fire and extended coverage, vandalism
                  and malicious mischief insurance with "all risks" indorsement,
                  covering its fixtures and equipment located on the Demised
                  Premises, such insurance to be in an amount to at least 80% of
                  the replacement value thereof and shall waive subrogation
                  against Landlord, and

         ii.      insurance covering all plate glass on the Demised Premises.
                  The proceeds of such insurance, so long as this Lease remains
                  in effect, shall be used to repair and/or replace the
                  fixtures, appurtenances, heating, ventilating, air
                  conditioning, electrical equipment and plate glass so insured.

47.02. From and after the date the Demised Premises are made available for
Tenant's Occupancy until the end of the Lease term, Tenant agrees to maintain in
full force, at its own cost and expense, one or more policies of comprehensive,
general public liability and property damage insurance, insuring against
liability for injury to person and/or properties (and death) to person or
persons in or about the Demised Premises. The limits of liability of such
insurance shall not be less than a combined single limit of $300,000 for injury
(or death) to one or more than one person arising from any one occurrence, and
not less than $100,000 with respect to damage to property. In no event shall the
limits of said policies be considered as limiting the liability of Tenant under
this Lease.

47.03. Tenant agrees to indemnify, defend and save harmless Landlord or any
person or persons in privity of estate or contract with Landlord with respect to
the Demised Premises from and against any and all claims and demands of third
parties (including, but not limited to, those for death, for personal injuries,
or for loss or damage to property) occurring in or arising directly in
indirectly out of or in connection with the use and occupancy of the Demised
Premises, the business conducted in the Demised Premises, or (without limiting
the foregoing) as a result of any acts, omissions or negligence of Tenant, or
their respective contractors, licensees, invitees, agents, servants, employees,
subtenants, or other persons in or about the Demised Premises, and from and
against all costs, expenses and liability occurring in or in connection with any
such claim or proceeding brought thereon except if arising from acts of
Landlord, its agent, assigns or invitees. Tenant shall reimburse Landlord as
additional rent for any increase in insurance premium incurred by Landlord
relative to Landlord's insurance policies insuring the Building which may result
from a change in the nature of Tenant's business.

47.04. A copy of each policy referred to in Paragraphs 47.01, 47.02 and 47.03,
and the original of all renewal policies or certificates, shall be delivered to
Landlord within fifteen (15) days in inception of same. If any policy required
to be delivered hereunder shall not be delivered, or if any such policy shall
for any reason be canceled, Landlord may procure and pay for the same, and the
amount so paid shall become due and payable as additional rent with the next
installment of fixed rent; the foregoing shall not constitute a waiver or
release of any other rights and remedies of Landlord upon a default by Tenant
hereunder. All insurance policies required to be obtained by Tenant in
accordance with the terms of this Article shall be placed with companies
licensed to do business in the State of New York. Tenant shall cooperate with
Landlord and any mortgagee in connection with the collection of any insurance
proceeds that may be due in the event of loss and shall execute and deliver to
Landlord such proofs of loss and any other instruments that may be required for
the purpose of facilitating the recovery of any insurance proceeds, and in the
event that Tenant shall fail to do so, Landlord, in addition to any other
remedies, may as the agent or attorney in fact of Tenant, execute and deliver
any such instruments, and Tenant hereby irrevocably nominates, constitutes and
appoints Landlord as Tenant's legal attorney in fact for such purpose, hereby
ratifying all that Landlord may do as such attorney in fact of Tenant.

48. Any signage which may be hereafter placed by Tenant on the exterior of the
Demised Premises or visible from the outside of the Demised Premises must first
be submitted to Landlord for Land-lord's approval and must conform to all
applicable governmental laws and regulations. On the expiration or sooner
termination of the term hereof, Tenant, at Tenant's sole cost and expense, shall
promptly remove all signs installed or displayed by Tenant also, at Tenant's
sole cost and expense, shall promptly repair in good and workmanlike manner in
conformity with law and all applicable provisions of this Lease, all damage to
the Building caused by such removal.

49. In the event the plate glass on the Demised Premises is damaged or
destroyed, Tenant shall repair or replace same at its sole cost and expense. In
the event Tenant fails to do so within a reasonable period of time, Landlord may
do so, and bills for the cost thereof shall be rendered by Landlord to Tenant
and shall be due from the Tenant upon presentation and if not so paid, payable
by it together with the next monthly installment of rent to

                                       43





<PAGE>


be due hereunder, and the amount of such bill shall be deemed to be additional
rent hereunder and shall be payable and collectible in the same manner as the
Fixed Rent provided for herein.

50. Anything herein contained to the contrary notwithstanding, if after default
and payment of rent, or a violation of any other provision of this Lease, or
upon the expiration of this Lease, the Tenant moves out or is dispossessed and
fails to remove any of its property prior to such default, removal, expiration
of Lease, or prior to the issuance of a final order of execution of the warrant,
then and in that event the said property shall be deemed abandoned by said
Tenant and shall become the property of Landlord.

51. Anything herein contained to the contrary notwithstanding it is the
agreement of Landlord and Tenant that if at any time during the demised term any
governmental agencies or departments require the installation, change or
modification, etc. of a sprinkler system in the premises herein demised such
installation, change, modification, etc. shall be made and maintained by the
Landlord at Landlord's sole cost and expense. If it is required that a sprinkler
system be installed in the Demised Premises or for the benefit of the Demised
Premises, then in such event the Tenant shall pay for and maintain at Tenant's
own cost and expense a sprinkler supervisory service if the same be required by
any of the aforesaid agencies.

52. Article 11 of this Lease is modified to the following extent. If Tenant
shall desire to assign this Lease or sublet the Leased Premises in whole or in
part, Landlord will not unreasonably withhold or delay its consent thereto
provided:

         A.       Tenant shall give Landlord at least ten (10) days' prior
                  written notice of its desire to assign or sublet, which notice
                  shall include a complete financial information what the
                  proposed assignee or subtenant who shall not change the use
                  permitted hereunder for Tenant;

         B.       Landlord's consent is further conditional upon Tenant
                  delivering to Landlord the following:

                  1.       A counterpart executed copy of such assignment, which
                           shall include an assumption by the assignee, from and
                           after the effective date of such assignment, of the
                           performance and observance of the covenants and
                           conditions in this Lease contained on Tenant's part
                           to be performed and observed; or

                  2.       If a sublease be involved, a counterpart executed
                           copy of the proposed sublease, which sublease shall
                           specify that the premises to be sublet shall be used
                           solely for the same use permitted hereunder for
                           Tenant, that such sublease shall not be assigned, nor
                           the premises further sublet, nor such use changed
                           without the prior written consent of the Landlord as
                           herein provided;

         C.       Tenant shall have no right to sublet the Demised Premises or
                  assign this Lease if it is in material default under this
                  Lease. No assignment or sublease permitted hereunder shall
                  relieve Tenant or any subsequent assignee of liability to
                  Landlord for breach of this Lease.

         D.       A transfer, sale, pledge or other disposition of fifty percent
                  or more of the stock of a corporate tenant shall be deemed an
                  assignment hereunder unless it is to a family member of a
                  majority shareholder of such corporate tenant..

53. Tenant shall permit Landlord to erect, use, maintain and repair pipes,
ducts, cables, conduits, plumbing, vents and wires in, to and through the
premises as and to the extent that the same may be necessary for the proper
operation and maintenance of the Building in which the Demised Premises are
located or to the extent necessary to accommodate the requirements of the other
tenants. Landlord shall use its best efforts to avoid unreasonable interference
with Tenant's use of the premises and shall give Tenant reasonable notice.

54. If any term or provision of this Lease or the application thereof to any
person or circumstance shall, to any extent, be invalid or unenforceable, the
remainder of this Lease or the application of such term or provision to persons
or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby and each term and provision of this
Lease shall be valid and be enforced to the fullest extent permitted by law.

                                       44






<PAGE>


55. Anything in this Lease to the contrary notwithstanding, Tenant shall pay to
Landlord, as additional rent, $8,338.50 per annum, payable in equal monthly
payments of $694.88 for cleaning services.

56. Anything in this Lease to the contrary notwithstanding, Landlord shall
supply to the Demised Premises with air conditioning/cooling and ventilating
systems, serviced by Landlord's system from May I through September 30, on
business days (Mondays through Fridays, holidays excepted) from 8:00 AM to 6:00
PM. and ventilation will be furnished on business days during the aforesaid
hours except when air conditioning/cooling is being furnished as aforesaid. If
Tenant requires air conditioning/cooling or ventilation for more extended hours
or on Saturdays, Sundays or on holidays, as defined under Landlord's contract
with Operating Engineers Local 94-94A, Landlord will furnish the same at
Tenant's expense.

57. Anything in the Lease to the contrary notwithstanding, provided Tenant shall
not then be in default of any of the material obligations of this Lease on its
part to be performed, Tenant shall have the privilege on not less than one (1)
year's prior notice to Landlord to extend the Lease term for an additional five
(5) years at the then prevailing market rental rates but in no event shall the
annual Base Rent be less than the total annual rent (Base Rent and additional
rents) prevailing pursuant to the Lease during the last month of the original
term. In all other respects the Premises shall be accepted in its then "as is"
condition and there shall be no changes in the other terms of the Lease.

                                       45