<PAGE>   1
                                                                  EXHIBIT 10(A)

                            WAL*MART LEASE AGREEMENT

     THIS LEASE is entered into as of the 23 day of December, 1996, by and
between Landlord and Tenant as hereinafter defined.

     WHEREAS, in consideration of the obligation of Tenant to pay Rent as
herein provided and in consideration of the Standard Terms and Conditions set
forth herein, Landlord hereby demises and leases to Tenant, and Tenant hereby
takes from Landlord, the Demised Premises, TO HAVE AND TO HOLD said Demised
Premises for the Lease Term specified below, and upon the terms and conditions
set forth in this Lease.

                                BASIC PROVISIONS

1.   Landlord:  WAL-MART STORES, INC., 701 SOUTH WALTON BOULEVARD, BENTONVILLE,
     AR  72716

2.   Tenant:   VALRICO STATE BANK, 1815 EAST STATE ROAD 60, VALRICO, FLORIDA
     33594

3.   Tenant's Trade Name(s): VALRICO STATE BANK

4.   "Demised Premises":  The space occupied by Tenant's Financial Service
     Facility ("FSF") in WAL-MART NO. 547 in the City of PLANT CITY, FLORIDA
     (the "Store").

5.   Targeted Commencement Date: MARCH 26, 1997

6.   Lease Term:  Commencing on the Commencement Date as defined in Section 1.3
     below, and continuing until 12:00 Midnight local time on the fifth
     anniversary of the Commencement Date (the "Termination Date").

7.   Rent:  Payable as specified in Article III:

<TABLE>
                                        Annually          Monthly
                                        ----------       ---------
                   <S>                  <C>              <C>
                   Initial Term         $25,000.00       $2,083.33
                   First Renewal Term   $31,250.00       $2,604.17
                   Second Renewal Term  $39,062.50       $3,255.17
</TABLE>

8.   Prepaid Rent:  $2,083.33 being Rent for the last month of the Lease Term,
     due within thirty (30) days after the Commencement Date.

9.   Key Money:  A one-time nonrefundable fee of $50,000.00 for the right to
     operate an FSF in the Store. Payment is to be made within thirty (30) days
     after the Commencement Date.

10.  Landlord's Construction Payment: A one-time payment of $10,000.00 for
     Landlord's work related to the design, construction and finishing of the
     Demised Premises.  Payment is to be made within thirty (30) days after the
     Commencement Date.

11.  Special Utility Charge:  $1,500 per term, if Landlord permits Tenant to
     have an illuminated exterior sign, payable in advance within thirty (30)
     days after the Commencement Date of the initial term, and upon
     commencement of any renewal term.


EXECUTED AS OF THE DATE HEREIN ABOVE STATED.

     LANDLORD:  WAL-MART STORES, INC.      TENANT:  VALRICO STATE BANK


 By:  \s\ Anthony L. Fuller                By:  \s\ Larry R. Tracy
    ---------------------------------         ---------------------------------

           ANTHONY L. FULLER
           VICE PRESIDENT                     President and CEO
           WALMART REALTY COMPANY             ---------------------------------
                                              Title:


     (C) 1996, International Banking Technologies.  All rights reserved.
"International Banking Technologies" is Registered in U.S. Patent and Trademark
                                   Office.


<PAGE>   2



                                    ADDENDUM
                                       TO
                       WAL-MART LEASE AGREEMENT ("LEASE")


TENANT:  Valrico State Bank
STORE:   Wal-Mart #547, Plant City, Florida


         The provisions of the Lease are modified as follows:

SECTION 18.5.  ADDITIONAL LANGUAGE:

         If on account of any breach or default by Landlord in its obligations
hereunder, Tenant shall employ an attorney to present, enforce or defend any of
Tenant's rights or remedies hereunder, Landlord agrees to pay any reasonable
attorney's fees incurred by Tenant in such connection.


ARTICLE XIX, LANDLORD'S CONTRACTUAL SECURITY INTEREST.  Deleted.


EXHIBIT B-1 (INSURANCE PRODUCTS).  Add the following insurance products:

         MORTGAGE INSURANCE






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"International Banking Technologies" is Registered in U.S. Patent and Trademark
                                   Office.


<PAGE>   3


           STANDARD TERMS AND CONDITIONS FOR WAL*MART LEASE AGREEMENT

                         ARTICLE I.  GENERAL PROVISIONS

     1.1      Quiet Possession:  Landlord further agrees that if Tenant shall
perform all of the covenants and agreements herein required to be performed by
Tenant, Tenant shall, subject to the terms of this Lease, at all times during
the continuance of this Lease have peaceful and quiet possession of the Demised
Premises.

     1.2      Renewal Terms:  Provided Tenant has conducted its business in an
efficient, high-class and reputable manner and is not in default hereunder,
Tenant shall have the option(s) to extend the term of this Lease for up to two
(2) consecutive terms of Five (5) years each by giving Landlord written notice
of its exercise of the respective option at least one hundred eighty (180) days
prior to the expiration of the original Lease Term or the expiration of the
then existing term.  References to the "Lease Term" shall refer to the original
term and any extensions or renewals thereof.

     1.3      Commencement Date:  The latest to occur of (i) the ninetieth
(90th) day after Tenant's receipt of all necessary regulatory approvals; (ii)
the ninetieth (90th) day after the date on which Landlord tenders possession of
the Demised Premises to Tenant for completion of Tenant's work; and (iii) the
date on which the Store opens for business.  Landlord and Tenant agree to
execute and deliver a "Commencement Agreement," in the form attached hereto as
Exhibit "A" within thirty (30) days after the FSF opens for business.
Notwithstanding the foregoing, the Commencement Date shall be no earlier than
the Targeted Commencement Date set forth in Section 5 of the Basic Provision,
unless Tenant actually opens for business in the Demised Premises before the
Targeted Commencement Date.

     1.4      Permitted Use:  A banking facility staffed with one or more bank
employees whose functions include, without limitation, opening new deposit
accounts, accepting loan applications, closing loans, and performing customary
teller transactions, such as cashing checks and taking deposits.  An FSF may be
equipped with an ATM, vault, safe deposit boxes, a night depository, and one or
more self-service or interactive banking terminals.   Tenant shall have the
exclusive right to operate an FSF within the Store and may also offer, on a
non-exclusive basis, such ancillary products and services as may be permitted
by applicable law and regulations; provided, however, that Tenant shall not
offer insurance, investment products and travel agency services, except for the
insurance and investment products and services listed on Exhibit "B," without
Landlord's prior written consent, which consent shall not be unreasonably
withheld.  Tenant may not trade merchandise that conflicts with Landlord's
merchandise without Landlord's written approval.

     1.5      Automated Teller Machine ("ATM"):

     (a)  Tenant shall have the exclusive right to operate one ATM within the
Store, and a first refusal right to operate additional ATMs within the Store.
Any additional ATMs shall be subject to the terms of this Lease and to the
following additional conditions:  (i) Tenant shall pay ATM rental of $500 per
month for each additional ATM; (ii) the location(s) of additional ATM(s) will
be as determined by Landlord; and (iii) all additional ATM(s) must be
front-loading ATMs.

     (b)  Tenant shall not charge a Terminal Usage Fee or other fee for use of
Tenant's ATMs in the Store, other than normal and customary interchange fees
and fees customarily assessed by Tenant to its account holders (none of which
shall be considered "Terminal Usage Fees" for the purposes of this Agreement)
without Landlord's prior written consent.  Landlord's consent to Tenant's
imposition of Terminal Usage Fees shall not be unreasonably withheld, and shall
be based upon Landlord's analysis of Terminal Usage Fees charged by ATMs
operated by Tenant and other ATM operators within the Store's market area,
including freestanding ATMs, parking lot ATMs, ATMs in retail locations
operated by Landlord, and retail locations operated by Landlord's competitors,
it being Landlord's intention to ensure that Landlord's "everyday low prices"
philosophy applies to charges imposed on customers of Tenant's ATMs.



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                                   Office.

                                     S-1



<PAGE>   4


     (c)  In the event Tenant is permitted to charge Terminal Usage Fees, and
elects to do so, Tenant shall pay Landlord an ATM transaction fee (the "ATM
Transaction Fee"), in addition to any other ATM fees payable hereunder, equal
to fifty percent (50%) of the Terminal Usage Fees received by Tenant by reason
of transactions conducted at Tenant's  ATM(s) in the Store.  ATM Transaction
Fees shall be paid monthly in arrears, commencing on the fifteenth (15th) day
of the month after the month in which the ATM commences operation.  Tenant
shall keep and maintain full and accurate records of Terminal Usage Fees
charged to customers of Tenant's ATM(s).  Landlord shall have the right during
Tenant's business hours and upon reasonable notice to Tenant to inspect, copy
and audit such records, and Tenant will produce the same on Landlord's request.
If any such inspection and audit discloses a liability for ATM Transaction
Fees in excess of ATM Transaction Fees theretofore paid by Tenant, Tenant shall
promptly, upon demand, pay to Landlord such liability.  If the audit discloses
that Tenant's statements underreported ATM Transaction Fees by more than two
percent (2%), then Tenant shall, in addition, pay the reasonable cost of
Landlord's audit.

            ARTICLE II.  ACCEPTANCE OF DEMISED PREMISES; REMODELING

     2.1  Acceptance of Demised Premises:  By opening for business in the
Demised Premises, Tenant shall be deemed to have accepted the same "as is" and
to have acknowledged that the same comply fully with Landlord's covenants and
obligations hereunder.

     2.2  Possession: If this Lease is executed before the Demised Premises
becomes vacant, or if any present tenant or occupant of the Demised Premises
holds over, and Landlord cannot acquire possession of the Demised Premises
prior to the Targeted Commencement Date, Landlord shall not be deemed to be in
default hereunder, and Tenant agrees to accept possession of the Demised
Premises at such time as Landlord is able to tender the same. Landlord hereby
waives the payment of Rent covering any period prior to tender of possession of
the Demised Premises to Tenant hereunder.  If Landlord, in Landlord's sole
discretion, determines that it will be unable to acquire possession of the
Demised Premises within a reasonable time after the Targeted Commencement Date
by reasonable commercial efforts, short of litigation, Landlord shall have the
right to terminate this Agreement by written notice to Tenant,  whereupon
neither party shall have any further rights, duties or obligations hereunder.

     2.3  Construction of Store:  If this Lease is executed before Landlord has
commenced construction of the Store and Landlord does not tender possession of
the Demised Premises to Tenant for completion of Tenant's work by the Targeted
Commencement Date, as above defined, Landlord shall not be deemed to be in
default hereunder, and Tenant agrees to accept possession of the Demised
Premises at such time as Landlord tenders the same.  Notwithstanding the
foregoing, if Landlord, in Landlord's sole discretion (i) determines it will be
unable to deliver possession of the Demised Premises to Tenant within a
reasonable time after the Targeted Commencement Date, by reason of construction
or regulatory delays or otherwise, or (ii) elects not to construct the Store,
Landlord shall have the right to terminate this Agreement by written notice to
Tenant, whereupon neither party shall have any further rights, duties or
obligations hereunder.

     2.4  Store Renovation:  Tenant recognizes that Landlord may, from time to
time, wish to remodel, rearrange or enlarge the Store to accommodate changes in
retailing patterns.  If the remodeling/rearranging/enlargement involves
relocation of the Demised Premises, Landlord shall pay the actual costs of such
relocation, but no more than $100,000.00 if the remodeling occurs during the
first year of the lease term; no more than $80,000.00 if within the second year
of the lease term; no more than $60,000.00 if within the third year of the
lease term; no more than $40,000.00 if within the fourth year of the lease
term; no more than $20,000.00 if within the fifth year of the lease term; and
nothing thereafter.  Tenant shall pay all costs that Landlord has not agreed to
pay.  In no event will Landlord be responsible for "loss of business," "lack of
trade," or any other claim resulting out of such renovation. Notwithstanding
any remodeling of the Store, the Demised Premises shall always be comparable in
configuration and overall size to the original Demised Premises, and shall be
located at the front of the Store, convenient to checkout stands and plainly
visible to customers.  Landlord agrees that Tenant may temporarily close the
Demised Premises if Tenant reasonably determines that its ability to operate is
materially impaired due to work associated with Store construction, remodeling,
moving or enlargement.  Rent shall be abated during periods in which the
Demised Premises is closed by reason of work associated with Store
construction, remodeling, moving or enlargement.

                               ARTICLE III.  RENT


     3.1  Address for Payment of Rent:  Rent shall be payable to Landlord in
care of:

              Wal-Mart Stores, Inc.
              P.O. Box 500620
              St. Louis, MO  63150-0620


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"International Banking Technologies" is Registered in U.S. Patent and Trademark
                                   Office.

                                     S-2


<PAGE>   5

     3.2  Time of Payment of Rent:  Tenant shall pay Rent to Landlord in monthly
installments.  The first such monthly installment shall be due and payable on
or before the earlier of (i) the date on which Tenant first opens for business
in the Demised Premises and (ii) the Commencement Date, and subsequent
installments shall be due and payable on or before the first day of each
succeeding calendar month during the Lease Term. Rent shall be prorated on a
daily basis for any partial month in the Lease Term that results from the Lease
Term beginning on a day other than the first day of a calendar month or ending
on a day other than the last day of a calendar month.

     3.3  Electronic Payment:  It is understood that the Rent, Key Money,
Landlord's Construction Payment and all other payments hereunder are payable at
the times stated herein  without offset or deduction of any nature.  If
requested by Landlord, all payments shall be made electronically by Fedwire or
through an Automated Clearing House (ACH).  In the event any payment is not
received within ten (10) days of the due date, it is agreed that the amount
thus due shall bear interest at the rate of one and one-half percent (1 1/2 %)
per month, such interest to accrue continuously on any unpaid balance due to
Landlord by Tenant during the period commencing with the due date and
terminating with the date on which Tenant makes full payment of all amounts
owing to Landlord at the time of said payment.  Any such interest shall be
payable as additional Rent hereunder and shall be payable immediately on
demand.

     3.4  Quarterly Payment of Rent at Landlord's Option:  If Tenant fails in
two (2) consecutive months to make payments of Rent within ten (10) days after
due, Landlord, in order to reduce its administrative costs, may require by
giving written notice to Tenant (and in addition to any interest accruing
pursuant to Section 3.3 above, as well as any other rights and remedies
accruing pursuant to Article XVIII or Article XIX, or any other term, provision
or covenant of this Lease), that Rent is to be paid quarterly in advance
instead of monthly.

                        ARTICLE IV.  REPORTS AND RECORDS

     4.1  Loans and Deposits:  Promptly following the end of each calendar
quarter during the term of the Lease, Tenant shall deliver to Landlord
information concerning loans and deposits for the Demised Premises in the form
attached as Exhibit "C" or in such other form as may be mutually acceptable to
Landlord and Tenant.  Landlord acknowledges that such reports contain sensitive
and confidential information and shall use reasonable business efforts to
maintain the confidentiality of the information contained therein, both during
and after the expiration of the Lease Term.

                          ARTICLE V.  COMMON AREAS

     5.1   Common Areas:  The term "Common Area" is defined for all purposes of
this Lease as that part of the Store as well as certain adjoining property
owned or leased by Landlord and intended for the common use of all tenants,
including among other facilities (as such may be applicable), parking area,
private streets and alleys, landscaping, curbs, loading area, floors, doors,
side walks, food court, malls and promenades (enclosed or otherwise), lighting
facilities, drinking fountains, meeting rooms, public toilets and the like but
excluding space in buildings (now or hereafter existing) designed for rental or
commercial purposes, as the same may exist from time to time, and further
excluding streets and alleys maintained by a public authority. Landlord
reserves the right to change from time to time the dimensions and locations of
the Common Area.  Tenant, and its employees and customers, and when duly
authorized pursuant to the provisions of this Lease, its subtenants, licensees
and concessionaires, shall have the nonexclusive right to use the Common Area
as constituted from time to time, such use to be in common with Landlord, other
tenants of the Store and other persons permitted by Landlord to use the same,
and subject to such reasonable rules and regulations governing use as Landlord
may from time to time prescribe, including the designation of specific areas in
which automobiles owned by Tenant, its employees, subtenants, licensees and
concessionaires shall be parked.  Landlord may temporarily close any part of
the Common Area for such periods of time as may be necessary to make repairs or
alterations to prevent the public from obtaining prescriptive rights.  Landlord
shall be responsible for the operation, management, and maintenance of the
Common Area, the manner of maintenance and the expenditures therefor to be in
the sole discretion of Landlord.

                 ARTICLE VI.  USE AND CARE OF DEMISED PREMISES

     6.1   Operation:  The Demised Premises may be used only for the purpose or
purposes specified in Section 1.4, and for no other purposes without the prior
written consent of Landlord.  Tenant shall not at any time leave the Demised
Premises vacant, but shall in good faith continuously throughout the Lease Term
operate an FSF in the Demised Premises. Tenant shall operate its business in an
efficient, high class and reputable manner, and shall, except during reasonable
periods for repairing, cleaning, and decorating, keep the Demised Premises open
to the public for business with adequate personnel in attendance, for a minimum
of fifty (50) hours a week allocated over six (6) days,

     (C) 1996, International Banking Technologies.  All rights reserved.
"International Banking Technologies" is Registered in U.S. Patent and Trademark
                                   Office.

                                     S-3


<PAGE>   6


two (2) of which shall be Friday and Saturday; provided, however, that such
minimum hours of operation shall be shortened for any week during which a bank
holiday occurs.  In addition, Tenant agrees to provide a level and quality of
services to its customers in the Store that equals or exceeds Landlord's
standards for the level and quality of services Landlord provides to its
customers in the Store, and will conduct its banking  business at the FSF in
conjunction with and abiding by Landlord's philosophies, culture and standards,
subject to sound banking practices and applicable banking laws, rules and
regulations.


     6.2   Customer Service Telephone:  Tenant shall provide, at its sole
expense, a customer service "Hot Line" notice including the Tenant's local or
other toll free number at the Demised Premises.  The notice shall be in a
conspicuous location in full view of all customers at all times the Store is
open for business.  Letters and numbers are to be a minimum of four inches (4")
in scale with a background color which highlights the color of the characters.

     6.3   Increased Risk:  Tenant shall not, without Landlord's prior written
consent, keep anything within the Demised Premises or use the Demised Premises
for any purpose which increases the insurance premium cost or invalidates any
insurance policy carried on the Demised Premises or the Store or the Common
Area.  All property kept, stored or maintained within the Demised Premises by
Tenant shall be at Tenant's sole risk.

     6.4   Care of Demised Premises:  Tenant shall take good care of the Demised
Premises and keep the same free from waste at all times.  Tenant shall keep the
Demised Premises neat, clean and free from dirt or rubbish at all times.
Receiving and delivery of goods and merchandise and removal of garbage and
trash from the Demised Premises shall be made only in the manner and areas
prescribed by Landlord.  Tenant shall not operate an incinerator or burn trash
or garbage within the Store or Common Area.  Tenant shall not permit any
objectionable or unpleasant odors to emanate from Demised Premises; nor place
or permit any radio, television, loudspeaker or amplifier on the roof or
outside the Demised Premises or where the same can be seen or heard from
outside the building; nor place any antenna, awning or other projection on the
exterior of the Demised Premises; nor take any other action which would
constitute a nuisance or would disturb or endanger other tenants of the Store
or unreasonably interfere with their use of their respective premises; nor do
anything which would tend to injure the reputation of the Store.

     6.5   Display Windows:  Tenant shall maintain all display windows in a
neat, attractive condition and shall keep all display windows lighted during all
business hours as defined above.

     6.6   Permits:  Tenant shall procure at its sole expense any permits and
licenses required for the transaction of business in the Demised Premises and
shall otherwise comply with all applicable laws, ordinances, and governmental
regulations.

     6.7   Tenant's Employees:

     (a)   All persons employed by Tenant in or about, or in connection with,
the operation of the FSF shall be Tenant's employees for all purposes under this
Agreement.  Tenant's employees and agents and employees of companies which
service the FSF who are not Tenant employees or agents shall be granted access
to the Store for the purpose of servicing, maintaining, and otherwise
performing services in connection with the FSF.  Landlord agrees to cooperate
with Tenant in providing access to the Demised Premises during periods of time
the Store may not be open for business.

     (b)   Employees of Tenant, while working at the FSF, shall be permitted to
park their automobiles in spaces designated by Landlord for parking by Landlord
employees.  Tenant shall furnish to Landlord upon request a complete list of
license numbers of all automobiles operated by Tenant, its employees,
subtenants, licensees or concessionaires, and Tenant agrees that if any
automobile or other vehicles owned by Tenant or any of its employees,
subtenants, licensees or concessionaires shall be parked in any part of the
Common Area other than the specified areas designated for employee parking
while performing services at the Demised Premises, Tenant shall pay to Landlord
as additional Rent upon demand an amount equal to the daily rate or charge for
such parking as may be reasonably established by Landlord from time to time for
each day, or part thereof, such automobile or other vehicle is so parked.
Landlord may from time to time substitute for any parking area other areas
reasonably accessible to Tenant, which areas may be elevated, surface or
underground.

     6.8   Advertising and Promotion:

     (a)   Tenant may advertise the existence and location of the FSF by media
as per manner approved by Landlord at the on-site operations level, which
approval will not be unreasonably withheld or delayed.  Aside from notices of
the existence and location of the FSF, neither Landlord nor Tenant will use the
other's name, trademark,


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                                   Office.

                                     S-4

<PAGE>   7

servicemark, or logo in any advertising, marketing, or solicitation materials
without the other's consent.  In no event will either party advertise or
otherwise represent that it has any relationship with the other other
than the relationship of landlord and tenant arising out of Tenant's occupying
space in the Store.

     (b)   Subject to Landlord's approval on the on-site operations level, which
will not be unreasonably withheld or delayed, Tenant may promote its products
and services outside the FSF within the Store itself; provided, however, such
products and services shall be those offered at the FSF and shall not compete
with the grocery products or services offered by Landlord.

     (c)   Subject to Landlord approval on the on-site operations level, which
will not be unreasonably withheld or delayed, Tenant shall have access to the
intercommunication system ("intercom") within the Store to promote the
products and services offered at the FSF.  The use of the intercom shall be
coordinated and approved between the Store Manager and the FSF Manager.

     (d) All promotions conducted by Tenant in the Store shall be conducted in
a professional manner by trained employees of Tenant or an Affiliate (as
defined in Section 16.2, below)  working at the FSF.

     (e) Landlord, as approved at the on-site operations level, shall permit
Tenant to place signs identifying its operations inside the Store at locations
to be agreed upon by the parties.  Tenant will submit to Landlord for its
approval, which will not be unreasonably withheld or delayed, a signage package
detailing the appearance and size of all signs to be installed.

     6.9 Trade Name:  Tenant hereby acknowledges that Tenant's business
reputation, intended use of the Demised Premises and ability to generate
patronage to the Demised Premises and the Store were all relied upon by
Landlord and served as significant and material inducements contributing to
Landlord's decision to execute this Lease with Tenant.  Tenant hereby covenants
and agrees: (i) to operate in the Demised Premises only under the trade name(s)
set forth in the Basic Provisions, and under no other name or trade name
whatsoever without Landlord's prior written consent, provided (A) such consent
by Landlord shall not be unreasonably withheld and (B) if Tenant is acquired
by, or acquires, whether by merger or other means, a bank or bank holding
company having assets equal to fifty percent (50%) or more of the assets of
Tenant, Tenant may, upon prior notice to Landlord, adopt the name or trade name
used by such other bank or bank holding company in its banking business,
provided in either case such name is not obscene and does not contain the name
of any of Landlord's competitors.

            ARTICLE VII.  MAINTENANCE AND REPAIR OF DEMISED PREMISES

     7.1 Landlord's Responsibility:  Landlord shall keep the foundation, the
exterior walls, heating, air conditioning and roof (except plate glass;
windows, doors, door closure devices and other exterior openings; window and
door frames, molding, locks and hardware; special storefronts; lighting,
plumbing and other electrical, mechanical and electromotive installations,
equipment and fixtures; signs, placards, decorations or advertising media of
any type; and interior painting or other treatment of exterior walls) of the
Demised Premises in good repair.  Landlord, however, shall not be required to
make any repairs occasioned by the act or negligence of Tenant or Tenant's
agents, employees, subtenants, licensees and concessionaires; and the
provisions of the previous sentence are expressly recognized to be subject to
the provisions of Article XIV (Casualty) and Article XV (Condemnation) of this
Lease.  In the event that the Demised Premises should become in need of repairs
required to be made by Landlord hereunder, Tenant shall give prompt written
notice thereof to Landlord, and Landlord shall not be responsible in any way
for failure to make any such repairs until a reasonable time shall have elapsed
after receipt by Landlord of such written notice.

     7.2 Tenant's Responsibility:  Tenant shall keep the Demised Premises in
good, clean and habitable condition and shall at its sole cost and expense keep
the Demised Premises free of insects, rodents, vermin and other pests and make
all needed repairs and replacements, including replacement of cracked or broken
glass, except for repairs and replacements required to be made by Landlord
under the provisions of Section 7.1, Article XIV (Casualty) and Article XV
(Condemnation).  Without limiting the coverage of the previous sentence, it is
understood that Tenant's responsibilities therein include the repair and
replacement of all of Tenant's lighting, plumbing and other electrical,
mechanical and electromotive installation, equipment and fixtures and also
include all utility repairs in ducts, conduits, pipes, wiring, and any sewer
located in, under or above the Demised Premises and serving the Demised
Premises.  If any repairs required to be made by Tenant hereunder are not made
within ten (10) days after written notice delivered to Tenant by Landlord,
Landlord may at its option make such repairs without liability to Tenant for
any loss or damage which may result to its stock or business by reason of such
repairs; and Tenant shall pay to Landlord upon demand, as additional Rent
hereunder, the cost of such repairs plus ten percent (10%) thereof as an
administrative fee to Landlord plus interest at the rate of one and one-half
percent (1 1/2%) per month, such interest to accrue continuously from the date
of payment by Landlord until repayment by Tenant.  At the expiration of this
Lease, Tenant shall surrender the

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                                   Office.

                                     S-5



<PAGE>   8

Demised Premises in good condition, excepting reasonable wear and tear and
losses required to be restored by Landlord in Section 7.1, Article XIV and
Article XV of this Lease.

                           ARTICLE VIII.  ALTERATIONS

     8.1 Improvements by Tenant:  Tenant shall not make any alterations,
additions or improvements (collectively, "Improvements")  to the Demised
Premises without the prior written consent of Landlord, which consent will not
be unreasonably withheld or delayed, except for the installation of unattached,
movable trade fixtures ("Fixtures")  which may be installed without drilling,
cutting or otherwise defacing the Demised Premises.

     8.2 Removal of Improvements and Fixtures:  At any time during the Lease
Term, or upon expiration of the Lease Term, Tenant shall have the right to
remove the FSF and all other Improvements and Fixtures which Tenant makes or
installs upon the Demised Premises, provided Tenant completes such removal
within thirty (30) days of termination of the Lease. All Improvements and
Fixtures which may be made or installed upon the Demised Premises
that are not removed by Tenant within thirty (30) days of termination of this
Lease shall remain upon and be surrendered with the Demised Premises and become
the property of Landlord at the termination of this Lease, unless Landlord
requests their removal in which event Tenant shall remove the same and restore
the Demised Premises to their original condition, subject to reasonable wear
and tear, at Tenant's expense.  Tenant shall repair any damage to the Store
caused by removal of Tenant's Improvements and Fixtures.

     8.3 All construction work done by Tenant within the Demised Premises shall
be performed in a good and workmanlike manner, in compliance with all
governmental requirements, and in such manner as to cause a minimum of
interference with other construction in progress and with the transaction of
business in the Store.  Tenant agrees to indemnify Landlord and hold Landlord
harmless against any loss, liability or damage resulting from such work and
Tenant shall, if requested by Landlord, furnish a bond or other security
satisfactory to Landlord against any such loss, liability or damage.

             ARTICLE IX.  LANDLORD'S RIGHT OF ACCESS:  USE OF ROOF

     9.1 Landlord's Right of Access:  Landlord shall have the right to enter
upon the Demised Premises at any time upon reasonable notice to Tenant (except
for emergencies) and subject to Tenant's security requirements, for the purpose
of inspecting the same or of making repairs, alterations or additions to
adjacent premises, or of showing the Demised Premises to prospective
purchasers, lessees or lenders.  Landlord shall endeavor to minimize
interference with Tenant's business.

     9.2 "For Rent" Signs:  Tenant will permit Landlord to place and maintain
"For Rent" or "For Lease" signs on the Demised Premises during the last ninety
(90) days of the Lease Term, it being understood that such signs shall in no
way affect Tenant's obligations pursuant to any provision of this Lease.

     9.3 Use of Roof:  Use of the roof above the Demised Premises is reserved
to Landlord.

                        ARTICLE X.  SIGNS:  STOREFRONTS

     10.1 Signs; Storefronts:  Tenant shall not, without Landlord's prior
written consent: (a) make any changes to the storefront or (b) install any
exterior lighting, decorations, paintings, awnings, canopies or the like or (c)
erect or install any signs, window or door lettering placards, decorations or
advertising media of any type which can be viewed from the exterior of the
Demised Premises.  All signs, lettering, placards, decorations and advertising
media shall conform in all respects to the sign criteria established by
Landlord from time to time in the exercise of its sole discretion, and shall be
subject to the prior written approval of Landlord as to construction, method of
attachment, size, shape, height, lighting, color and general appearance,
pursuant to the procedures outlined on Exhibit "D," attached hereto.  All signs
shall be kept in good condition and in proper operating order at all times at
Tenant's expense.  Subject to the foregoing restrictions, Tenant agrees to
install and maintain a first-class sign on the front of the Demised Premises
during the Lease Term.

                             ARTICLE XI.  UTILITIES

     11.1 Utility Charge:  Landlord shall pay all charges for electricity,
water, gas, and sewerage service furnished to the Demised Premises.  Tenant
shall pay for telephone service and other utility services, including the
Special Utility Charge set forth in the Basic Provisions.


     (C) 1996, International Banking Technologies.  All rights reserved.
"International Banking Technologies" is Registered in U.S. Patent and Trademark
                                   Office.

                                     S-6

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     11.2 Interruption of Utilities:  Landlord shall not be liable for any
interruption whatsoever in utility services not furnished by Landlord nor for
interruptions in utility services furnished by Landlord which are due to fire,
accident, strike, acts of God or other causes beyond the control of Landlord or
in order to make alterations, repairs or improvements.  Landlord shall provide
reasonable heating, cooling and lighting to the building in which the Demised
Premises are located and the Common Areas at all times during which the Store
is open for business.

             ARTICLE XII.  INDEMNITY AND PUBLIC LIABILITY INSURANCE

     12.1 Injury and Damage:  Landlord shall not be liable to Tenant or to
Tenant's employees, agents, or visitors, or to any other person whomsoever, for
any injury to person or damage to property on or about the Demised Premises or
the Common Area caused by the negligence or misconduct of Tenant, its
employees, subtenants, licensees or concessionaires, or of any other person
entering the Store under express or implied invitation of Tenant, or arising
out of the use of the Demised Premises by Tenant and the conduct of its
business therein, or arising out of any breach or default by Tenant in the
performance of its obligations hereunder; and Tenant hereby agrees to defend,
indemnify and hold Landlord harmless from any loss, expense, including
reasonable attorney expenses, or claims arising out of such damage or injury.

     12.2 Liability Insurance:  Tenant shall procure and maintain throughout
the Lease Term a policy or policies of insurance, at its sole cost and expense,
insuring both Landlord and Tenant against all claims, demands or actions
arising out of or in connection with Tenant's use or occupancy of the Demised
Premises, the limits of such policy or policies to be in an amount not less
than $1,000,000.00 in respect of injuries to or death of any one person, and in
an amount not less than $5,000,000.00 in respect of any one accident or
disaster, and in an amount not less than $1,000,000.00 in respect of property
damaged or destroyed, and to be written by insurance companies satisfactory to
Landlord.  Tenant shall obtain a written obligation on the part of each
insurance company to notify Landlord at least ten (10) days prior to
cancellation of such insurance.  Such policies or duly executed certificates of
insurance and renewals thereof as required shall be delivered to Landlord at
least thirty (30) days prior to cancellation or the expiration of the
respective policy terms of such insurance. If Tenant should fail to comply with
the foregoing requirements relating to insurance, Landlord may obtain such
insurance and Tenant shall pay to Landlord on demand as additional Rent
hereunder the premium cost thereof plus ten percent (10%) as an administrative
fee to Landlord plus interest at the rate of one and one-half percent (1 1/2%)
per month from the date of payment by Landlord until repaid by Tenant.

     12.3 Workers' Compensation Insurance:  Tenant agrees to maintain and keep
in force, during the Lease Term, all workers' compensation insurance required
under applicable Workers' Compensation Acts.

                ARTICLE XIII.  NON-LIABILITY FOR CERTAIN DAMAGES

     13.1 Defects, etc.:

     (a) Landlord and Landlord's agents and employees shall not be liable to
Tenant for any injury to person or damage to property caused by the Demised
Premises becoming out of repair, or by defect or failure of any structural
element of the Demised Premises or of any equipment, pipes or wiring, or broken
glass installed by Tenant in the Demised Premises, or by the backing up of
drains constructed by Tenant, or by gas, water, steam, electricity or oil
leaking, escaping or flowing from equipment, pipes or wiring installed by
Tenant into the Demised Premises, nor shall Landlord be liable to Tenant for
any loss or damage that may be occasioned by or through the acts or omissions
of other tenants of the Store or of any other persons whomsoever, excepting
only duly authorized employees and agents of Landlord.

     (b) Tenant and its agent and employees shall not be liable to Landlord for
any injury to person or damage to property caused by the Demised Premises or
other portions of the Store becoming out of repair or by defect or failure of
any structural element of the Demised Premises or of any equipment, pipes or
wiring, or broken glass, or by the backing up of drains, or by gas, water,
steam, electricity or oil leaking, escaping or flowing out of the Demised
Premises, nor shall Tenant be liable to Landlord for any losses or damage that
may be occasioned by or through the acts or omissions of other tenants of the
Store or of any other persons whomsoever, excepting only duly authorized
employees and agents of Tenant.

     13.3 Mutual Waiver of Subrogation:  Landlord and Tenant each hereby
release the other from any and all liability or responsibility to the other or
to any other party claiming through or under them by way of subrogation or
otherwise, for any loss or damage to property caused by a casualty which is
customarily insured under standard fire and extended coverage insurance;
provided, however, that this mutual waiver shall be applicable only with
respect to a loss or damage occurring during the time when standard fire and
extended coverage insurance policies contain a clause or


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                                   Office.


                                     S-7
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endorsement to the effect that any such release shall not adversely affect or
impair the policy or the right of the insured party to receive proceeds
under the policy.

                             ARTICLE XIV.  CASUALTY

     14.1 Notice to Landlord:  Tenant shall give prompt written notice to
Landlord of any damage caused to the Demised Premises by fire or other
casualty.

     14.2 Landlord's Repair of Casualty Damage:  In the event that the Store
shall be damaged or destroyed by fire or other casualty, then Landlord may
elect either to terminate this Lease or to proceed to rebuild and repair the
Store.  Landlord shall give written notice to Tenant of such election within
sixty (60) days after the occurrence of such casualty, and if Landlord elects
to rebuild and repair, shall proceed to do so with reasonable diligence and at
its sole cost and expense.  As it relates to the Demised Premises, Landlord's
work under this Article XIV shall be limited to restoring the Demised Premises
to substantially the condition in which the same existed prior to such
casualty, exclusive of any alterations, additions, improvements, fixtures and
equipment installed by Tenant.

     14.3 Tenant's Repair of Casualty Damage:  Tenant agrees that promptly
after completion of such work by Landlord, Tenant will proceed with reasonable
diligence and at Tenant's sole cost and expense to restore, repair and replace
all alterations, additions, improvements, fixtures, signs and equipment
installed by Tenant.

     14.4 Operation of FSF After Casualty:  Tenant agrees that during any
period of reconstruction or repair of the Demised Premises, it will continue
the operation of its business within the Demised Premises to the extent
practicable. During the period from the occurrence of the casualty until
Tenant's repairs are completed, the Rent shall be reduced to such extent as may
be fair and reasonable under the circumstances.

     14.5 Property Insurance:  Tenant will secure at Tenant's sole cost
Property Insurance Coverage normally covered in a Fire and Extended Coverage
Policy for Tenant's Fixtures and Improvements.

                           ARTICLE XV.  CONDEMNATION

     15.1 Condemnation:  If such portion of the Store (including the Common
Area) shall be taken for any public or quasi-public use under any governmental
law, ordinance or regulation or by right of Eminent Domain or by private
exercise in lieu thereof that, in the sole opinion of Landlord, the continued
operation of the Store is undesirable, Landlord may elect to terminate this
Lease, such termination to be effective as of the date Landlord ceases to
operate the Store.  All compensation awarded for any taking (or the proceeds of
private sale in lieu thereof) of the Demised Premises or Common Area shall be
the property of Landlord, and Tenant hereby assigns its interest in any such
award to Landlord; provided, however, Landlord shall have no interest in any
award made to Tenant for Tenant's moving and relocation expenses or for the
loss of Tenant's fixtures and other tangible personal property if a separate
award for such items is made to Tenant.

                    ARTICLE XVI.  ASSIGNMENT AND SUBLETTING

     16.1 Landlord's Consent:  Tenant shall not, without the prior written
consent of Landlord (i) assign, mortgage, pledge, hypothecate, encumber, or
permit any lien to attach to, or otherwise transfer, this Lease or any interest
hereunder, (ii) permit any assignment or other such foregoing transfer of this
Lease or any interest hereunder by operation of law, (iii) sublet the Demised
Premises or any part thereof, or (iv) permit the use of the Demised Premises by
any persons other than Tenant, its employees and its invitees (each of the
foregoing actions for which Landlord's consent is required is hereinafter
sometimes referred to as a "Transfer" and any person to whom any Transfer is
made or sought to be made is hereinafter sometimes referred to as a
"Transferee").  If Tenant shall desire Landlord's consent to any Transfer,
Tenant shall notify Landlord in writing, which notice shall include:  (a) the
proposed effective date (which shall not be less than forty-five (45) days nor
more than one hundred eighty (180) days after the Tenant's notice), (b) all of
the terms of the proposed Transfer and the consideration therefor, the name and
address of the proposed Transferee, and a copy of all documentation pertaining
to the proposed Transfer, and (c) current audited financial statements of the
proposed Transferee, and any other information necessary to enable Landlord to
determine the financial responsibility, character, and reputation of the
proposed Transferee, and (d) such other information as Landlord may reasonably
require.  Landlord's consent to any Transfer shall not be unreasonably
withheld, but any Transfer made without Landlord's prior written consent shall,
at Landlord's option, be null, void, and of no effect, and any acceptance of
Rent by Landlord from any purported Transferee shall not be deemed a consent to
a Transfer or a waiver of any of Landlord's rights or remedies hereunder.


     (C) 1996, International Banking Technologies.  All rights reserved.
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                                   Office.

                                     S-8
<PAGE>   11


     16.2 Permitted Transfers:  "Transferee" as used herein shall not include a
subsidiary, affiliate, division or corporation controlled by, controlling or
under common control with Tenant (each of which shall be an "Affiliate" for
purposes of the Lease), provided that the Affiliate is a federal or
state-chartered financial institution whose deposits are insured by the Federal
Deposit Insurance Corporation, and that the Affiliate will continue to operate
a full-service FSF in the Demised Premises.  Landlord shall be deemed to
consent to a Transfer to such an Affiliate and no prior consent shall be
required thereto, provided that Tenant shall give prior written notice thereof
to Landlord for informational purposes only.  Moreover, a merger or
consolidation in which Tenant is the surviving entity or in which the
shareholders of Tenant maintain control of the surviving entity shall not be
deemed a Transfer.

     16.3 Corporate Consolidation:  For purposes of this Lease, the term
"Transfer" shall also include the dissolution or the merger or consolidation of
Tenant (other than with an Affiliate), or within a twelve (12) month period:
(i) the sale or other transfer of more than an aggregate of fifty percent (50%)
of the voting shares of Tenant (other than, in the case of a closely held
corporation, to immediate family members by reason of gift or death), or (ii)
the sale, mortgage, hypothecation or pledge of more than an aggregate of fifty
percent (50%) of the value of the unencumbered assets (as of the date hereof)
of Tenant.

     16.4 Transfer Premium:  If Landlord consents to a Transfer, and as a
condition thereto which the parties hereby agree is reasonable, Tenant shall
pay Landlord fifty percent (50%) of any Transfer Premium received by Tenant in
connection with such Transfer.  "Transfer Premium" shall mean all Rent,
additional Rent or other consideration payable by such Transferee in any
monthly period in excess of the Rent payable by Tenant under this Lease (on a
monthly basis during the Term).  If part of the consideration for such Transfer
shall be payable other than in cash, Landlord's share of such non-cash
consideration shall be in such form as is reasonably satisfactory to Landlord.
Such percentage of the Transfer Premium shall be paid promptly by Tenant upon
Tenant's receipt from time to time of periodic payments from such Transferee or
at such other time as Tenant shall realize a Transfer Premium.  In lieu of
accepting such percentage of the Transfer Premium, Landlord may elect in
writing within ninety (90) days after Tenant's notice, to increase the Rent
hereunder during the Term of the Transfer by an amount equal to Landlord's
share of the monthly amount of such Transfer Premium.  The provisions of this
Subparagraph 16.4 shall not apply to a Transfer to an Affiliate and shall not
apply to payments made by a Transferee for (i) Tenant's customer deposits,
loans and related assets; or (ii) the FSF or Tenant's furniture, fixtures and
equipment contained therein.

     16.5 Effect of Landlord Consent:  If Landlord consents or is deemed to
consent to a Transfer:  (a) the terms and conditions of this Lease, including
among other things, Tenant's (which term, for purposes hereof, shall mean the
transferring Tenant and any predecessor) liability for the Demised Premises
(including, without limitation, Rent and other sums due with respect thereto),
shall in no way be deemed to have been waived or modified so that
notwithstanding such Transfer, the Tenant, its predecessors and the Transferee
shall be jointly and severally liable with respect to the Demised Premises, (b)
such consent shall not be deemed consent to any further Transfer by either
Tenant or a Transferee, (c) as a condition thereto Tenant shall first deliver
to Landlord an original executed copy of all documentation pertaining to the
Transfer, including but not limited to an assumption agreement by the
Transferee, in form reasonably acceptable to Landlord, and (d) Tenant shall
furnish upon Landlord's request a complete statement, certified by an
independent certified public accountant, or Tenant's chief financial officer,
setting forth in detail the computation of any Transfer Premium Tenant has
derived and shall derive from such Transfer.  Landlord or its authorized
representatives shall have the right at all reasonable times to audit the
books, records and papers of Tenant relating to any Transfer Premium, and shall
have the right to make copies thereof.  If the Transfer Premium respecting any
Transfer shall be found understated, Tenant shall within thirty (30) days after
demand pay the deficiency, and Landlord's costs of such audit, and if
understated by more than five percent (5%), Landlord shall have the right to
cancel this Lease upon thirty (30) days notice.  Any sublease hereunder shall
be subordinate and subject to the provisions of this Lease, and if this Lease
shall be terminated during the term of any sublease, Landlord shall have the
right to (i) treat such sublease as canceled and repossess the Demised Premises
by any lawful means or (ii) require that such subtenant attorn to and recognize
Landlord as its landlord under such sublease.

     16.6 Landlord's Lease (if any):  If this Lease is in fact a sublease,
Tenant accepts this Lease subject to all of the terms and conditions of the
underlying Lease under which Landlord holds the Store as lessee.  Tenant
covenants that it will do no act or thing which would constitute a violation by
Landlord of his obligation under such underlying Lease; provided, however, that
Tenant's agreement in this regard is premised on Landlord's assurances to the
effect that the terms of this Lease do not violate such underlying Lease.

     16.7 Transfer by Landlord:  In the event of the Transfer by Landlord of
its interest in this Lease to a Transferee expressly assuming Landlord's
obligation under this Lease, Landlord shall thereby be released from any
further obligations hereunder, and Tenant agrees to look solely to such
Transferee of Landlord for performance of such obligations.  Any security given
by Tenant to secure performance of Tenant's obligations hereunder may be
assigned



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                                   Office.


                                     S-9
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and transferred by Landlord to such Transferee, and Landlord shall thereby
be discharged of any further obligation relating thereto.

                              ARTICLE XVII.  TAXES

     17.1 Tenant's Responsibility for Taxes:  Tenant shall be liable for all
taxes levied against personal property and trade fixtures placed by Tenant in
the Demised Premises.  If any such taxes are levied against Landlord or
Landlord's property, and if Landlord elects to pay the same or if the assessed
value of Landlord's property is increased by inclusion of personal property and
trade fixtures placed by Tenant in the Demised Premises, and Landlord elects to
pay the taxes based on such increase, Tenant shall pay to Landlord upon demand
that part of such taxes for which Tenant is primarily liable hereunder.

     17.2 Landlord's Responsibility for Taxes:  Except as provided in Section
17.1, Landlord shall pay or cause to be paid all general real estate taxes,
general and special assessments, parking surcharges and other governmental
charges (hereinafter collectively referred to as the "General Taxes") levied
against the Store and the Common Area for each real estate tax year.

     17.3 Rent Taxes, etc.:  If at any time during the Lease Term, a tax or
excise on rents or other tax however described (except any franchise, estate,
inheritance, capital stock, income or excess profits tax imposed upon Landlord)
is levied or assessed against Landlord by any lawful taxing authority on
account of Landlord's interest in this Lease or the Rent or other charges
reserved hereunder, as a substitute in whole or in part, or in addition to the
General Taxes described in Section 17.2 above, Tenant agrees to pay to Landlord
upon demand, and in addition to the Rent and other charges prescribed in this
Lease, the amount of such tax or excise.  In the event any such tax or excise
is levied or assessed directly against Tenant, then Tenant shall be responsible
for and shall pay the same at such times and in such manner as the taxing
authority shall require.

                 ARTICLE XVIII.  DEFAULT BY TENANT AND REMEDIES

     18.1 Events of Default:  The following shall be events of default by
Tenant under this Lease:

     (a) Tenant shall fail to pay any installment of Rent or any other
regularly scheduled monetary obligations hereunder involving the payment of
money and such failure shall continue for a period of ten (10) days after
written notice to Tenant (or if notice of non-payment shall have been given to
Tenant within the same calendar year, such failure shall continue, whether or
not Landlord gives Tenant notice, for a period of ten (10) days).

     (b) Tenant shall fail to comply with any term, provision or covenant of
this Lease other than as described in subsection (a) above and shall not cure
such failure within thirty (30) days after written notice thereof to Tenant,
or, as to matters which cannot be remedied within thirty (30) days if Tenant
fails to commence efforts to remedy such default within such thirty (30) day
period and thereafter diligently prosecute such efforts so that such default is
cured within a reasonable time.

     (c) Tenant or any guarantor of Tenant's obligations under this Lease shall
become insolvent, or shall make a transfer in fraud of creditors, or shall make
an assignment for the benefit of creditors.

     (d) Tenant or any guarantor of Tenant's obligations under this Lease shall
file a petition under any section or chapter of the National Bankruptcy Act, as
amended, or under any similar law or statute of the United States or any State
thereof; or Tenant or any guarantor of Tenant's obligations under this Lease
shall be adjudged bankrupt or insolvent in proceedings filed against Tenant or
any guarantor of Tenant's obligations under this Lease thereunder.

     (e) A receiver or trustee shall be appointed for the Demised Premises or
for all or substantially all of the assets of Tenant or any guarantor of
Tenant's obligations under this Lease.

     (f) Tenant shall desert or vacate or shall commence to desert or vacate
the Demised Premises or any substantial portion of the Demised Premises prior
to termination of this Lease.

     (g) Tenant shall do or permit to be done anything which creates a lien
upon the Demised Premises.

     18.2 Landlord's Remedies:  Upon the occurrence of any such events of
default, Landlord shall have the option to pursue either of the following
alternative remedies:


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                                   Office.


                                    S-10
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     (a) Without any notice or demand whatsoever, Landlord may take any one or
more of the actions permissible at law to insure performance by Tenant of
Tenant's covenants and obligations under this Lease.  In this regard, it is
agreed that if Tenant deserts or vacates the Demised Premises, Landlord may
enter upon and take possession of the Demised Premises in order to protect them
from deterioration and continue to demand from Tenant the monthly rentals and
other charges provided in this Lease, without any obligation to relet; but that
if Landlord does, at its sole discretion, elect to relet the Demised Premises,
such action by Landlord shall not be deemed as an acceptance of Tenant's
surrender of the Demised Premises unless Landlord expressly notifies Tenant of
such acceptance in writing pursuant to Subsection (b) of Section 18.2  Tenant
hereby acknowledges that Landlord shall otherwise be reletting as Tenant's
agent and Tenant furthermore hereby agrees to pay to Landlord on demand any
deficiency that may arise between the monthly rentals and other charges
provided in this Lease and that actually collected by Landlord.  It is further
agreed in this regard that in the event of any default described in Subsection
(b) of Section 18.1, Landlord shall have the right to enter upon the Demised
Premises without being liable for prosecution of any claim for damages
therefor, and do whatever Tenant is obligated to do under the terms of this
Lease; and Tenant agrees to reimburse Landlord on demand for any expenses which
Landlord may incur in thus effecting compliance with Tenant's obligations under
this Lease; and Tenant further agrees that Landlord shall not be liable for any
damages resulting to Tenant from such action.

     (b) Landlord may terminate this Lease by written notice to Tenant, in
which event Tenant shall immediately surrender the Demised Premises to
Landlord, and if Tenant fails to do so, Landlord may, without prejudice to any
other remedy which Landlord may have for possession or arrearages in Rent
(including any interest which may have accrued pursuant to Article III of this
Lease), enter upon and take possession of the Demised Premises and expel or
remove Tenant and any other person who may be occupying said premises or any
part thereof, without being liable for prosecution or any claim for damages
therefor.  Landlord agrees to provide ten (10) days written notice and Tenant
has ten (10) days to correct, modify and make whole any obligation.  Tenant
hereby waives any statutory requirement of prior written notice for filing
eviction or damage suits for nonpayment of Rent.  In addition, Tenant agrees to
pay to Landlord on demand the amount of all loss and damage which Landlord may
suffer by reason of any termination effected pursuant to this Subsection
18.2(b), said loss and damage to be determined by either of the following
alternative measures of damage.

     (c) Until Landlord is able, through reasonable efforts, the nature of
which efforts shall be at the sole discretion of Landlord, to relet the Demised
Premises, Tenant shall pay to Landlord on or before the first day of each
calendar month, the Rent and other charges provided in this Lease.  After the
Demised Premises have been relet by Landlord, Tenant shall pay to Landlord on
the twentieth day of each calendar month the difference between the Rent
and other charges provided in this Lease for the preceding calendar month and
that actually collected by Landlord for such month.  If it is necessary for
Landlord to bring suit in order to collect a deficiency, Landlord shall have a
right to allow such deficiencies to accumulate and to bring an action on
several or all of the accrued deficiencies at one time.  Any such suit shall
not prejudice in any way the right of Landlord to bring a similar action for
any subsequent deficiency or deficiencies.  Any amount collected by Landlord
from subsequent tenants for any calendar month, in excess of the Rent and other
charges provided in this Lease, shall be credited to Tenant in reduction of
Tenant's liability for any calendar month for which the amount collected by
Landlord will be less than the Rent and other charges provided in this Lease;
but Tenant shall have no right to such excess other than the above described
credit.

     (d) When Landlord desires, Landlord may demand a final settlement.  Upon
demand for a final settlement, Landlord shall have a right to, and Tenant
hereby agrees to pay, the difference between the total of all Rent and other
charges provided in this Lease for the remainder of the term and the reasonable
rental value of the Demised Premises for such period, such difference to be
discounted to present value at the rate of eight percent (8%) per annum).

     (e) If Landlord elects to compute damages in the manner prescribed by
Subsection (c) above, this election shall in no way prejudice Landlord's right
at any time thereafter to demand a final settlement in accordance with
Subsection (d) above.  Pursuit of any of the above remedies shall not preclude
pursuit of any other remedies prescribed in other sections of this Lease and
any other remedies provided by law.  Forbearance by Landlord to enforce one or
more of the remedies herein provided upon an event of default shall not be
deemed or construed to constitute a waiver of such default.

     18.3 Landlord's Expenses:  It is further agreed that, in addition to
payments required pursuant to Subsections 18.2(a) and 18.2(b), Tenant shall
compensate Landlord for all expenses incurred by Landlord in repossession
(including among other expenses, any increase in Insurance Premiums caused by
the vacancy of the Demised Premises), all expenses incurred by Landlord in
reletting (including among other expenses, repairs, remodeling, replacements,
advertisements and brokerage fees), all concessions granted to a new tenant
upon reletting (including among other concessions, renewal options), all losses
incurred by Landlord as a direct or indirect result of



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                                   Office.


                                    S-11

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Tenant's default (including among other losses, any adverse reaction by
Landlord's mortgagee or by other tenants or potential tenants of the Store),
and a reasonable allowance for Landlord's administrative efforts, salaries
and overhead attributable directly or indirectly to Tenant's default and
Landlord's pursuing the rights and remedies provided herein and under
applicable law.  Notwithstanding the foregoing, Tenant shall not be obligated
to make payments by reason of a default in an amount exceeding the total Rent
in this Lease for the remainder of the Lease Term.

     18.4 Injunction:  Landlord may restrain or enjoin any breach or threatened
breach of any covenant, duty or obligation of Tenant herein contained without
the necessity of proving the inadequacy of any legal remedy or irreparable
harm. The remedies of Landlord hereunder shall be deemed cumulative and not
exclusive of each other.

     18.5 Attorney's Fees:   If on account of any breach or default by Tenant
in its obligations hereunder, Landlord shall employ an attorney to present,
enforce or defend any of Landlord's rights or remedies hereunder, Tenant agrees
to pay any reasonable attorney's fees incurred by Landlord in such connection.

     18.6 Tenant's Insolvency:  Notwithstanding any other provision of this
Lease, in the event the Tenant or its successors or assignee shall become
insolvent, bankrupt, or make an assignment for the benefit of creditors, or if
it or their interest hereunder shall be levied upon or sold under execution or
other legal process, or in the event the FSF to be operated on the Demised
Premises is closed, or is taken over by a bank supervisory authority, the
Landlord may terminate this Lease only with the concurrence of such bank
supervisory authority, and any such authority shall in any event have the
election to either continue or terminate this Lease, provided, that in the
event this Lease is terminated, the maximum claim of Landlord against such bank
supervisory authority for damages or indemnity for injury resulting from the
rejection or abandonment of the unexpired lease shall in no event be in an
amount exceeding the Rent reserved by this Lease, without acceleration, for the
year next succeeding the date of the surrender of the Demised Premises to the
Landlord, or the date of re-entry of the Landlord, whichever first occurs,
whether before or after the closing of the FSF, plus an amount equal to the
unpaid Rent accrued without acceleration up to such date.  This paragraph shall
limit the liability of the FDIC but not affect Landlord's other rights or
remedies under law.

             ARTICLE XIX.  LANDLORD'S CONTRACTUAL SECURITY INTEREST

     19.1 Landlord's Security Interest:  In addition to the statutory
Landlord's Lien, Landlord shall have at all times a valid security interest to
secure payment of Rent and other sums of money becoming due hereunder from
Tenant and to secure payment of any damages or losses which Landlord may suffer
by reason of the breach by Tenant of any covenant, agreement or condition
contained herein, upon all goods, wares, equipment, fixtures, furniture,
improvements and other tangible personal property of Tenant presently, or which
may hereafter be, situated on the Demised Premises, and all proceeds therefrom,
and such property shall not be removed without the consent of Landlord
until all arrearages in Rent as well as any and all other sums of money then
due to Landlord or to become due to Landlord hereunder shall first have been
paid and discharged and all the covenants, agreements and conditions hereof
have been fully complied with and performed by Tenant.  Upon the occurrence of
an event of default by Tenant, Landlord may, in addition to any other remedies
provided, enter upon the Demised Premises and take possession of any and all
goods, wares, equipment, fixtures, furniture, improvements and other tangible
personal property of Tenant situated on the Demised Premises, without liability
for trespass or conversion, and sell the same at public or private sale, with
or without having such property at the sale, after giving Tenant reasonable
notice of the time and place of any public sale or of the time after which any
private sale is to be made, at which sale Landlord or its assigns may purchase
unless otherwise prohibited by law.  Unless otherwise provided by law, and
without intending to exclude any other manner of giving Tenant reasonable
notice, the requirement of reasonable notice shall be met if such notice is
given in the manner prescribed in this Lease at least seven (7) days before the
time of sale.  Any sale made pursuant to the provision of this paragraph shall
be deemed to have been a public sale conducted in a commercially reasonable
manner if held in the above-described premises or where the property is located
after the time, and place and method of sale and a general description of the
types of property to be sold have been advertised in a daily newspaper
published in the county in which the property is located for five (5)
consecutive days before the date of the sale.  The proceeds from any such
disposition, less any and all expenses connected with the taking of possession,
holding and selling of the property (including reasonable attorney's fees and
legal expenses), shall be applied as a credit against the indebtedness secured
by the security interest granted in this paragraph.  Any surplus shall be paid
to Tenant or as otherwise required by law; Tenant shall pay any deficiencies
forthwith.  Upon request by Landlord, Tenant agrees to execute and deliver to
Landlord a financing statement in form sufficient to perfect the security
interest of Landlord in the aforementioned property and proceeds thereof under
the provision of the Uniform Commercial Code (or corresponding state statute or
statutes) in force in the state in which the property is located, as well as
any other state the laws of which Landlord may at any time consider to be
applicable.

     19.2 Subordination of Landlord's Security Interest:  Notwithstanding
Section 19.1, (i) Landlord agrees that it will subordinate its security
interest and Landlord's Lien to the security interest of Tenant's supplier or
institutional


     (C) 1996, International Banking Technologies.  All rights reserved.
"International Banking Technologies" is Registered in U.S. Patent and Trademark
                                   Office.


                                    S-12

<PAGE>   15


financial source, provided that Landlord approves the transaction
as being reasonably necessary for Tenant's operations at the Demised Premises,
and further provided that the subordination must be limited to a specified
transaction and specified items of the fixtures, equipment or inventory
involved in the transaction. and (ii) Landlord agrees that its lien shall be
limited to Tenant's equipment, fixture, furniture, improvements and other
personal property of Tenant situated on the Demised Premises and shall not
apply to banking records, money, accounts, deposits or any property of Tenant's
customers.

                           ARTICLE XX.  HOLDING OVER

     20.1 Holdover Status:  In the event Tenant remains in possession of the
Demised Premises after the expiration of this Lease and without the execution
of a new lease, it shall be deemed to be occupying the Demised Premises as a
tenant from month to month at a monthly rental rate equal to the current Rent
plus other charges herein provided plus fifty percent (50%) of such amount and
otherwise subject to all the conditions, provisions and obligations of this
Lease insofar as the same are applicable to a month to month tenancy.
Notwithstanding the foregoing, if Landlord and Tenant are engaged in good faith
negotiations to extend the term of the lease or to enter into a new lease,
Tenant shall be permitted to continue paying monthly rental at a rate equal to
the current Rent, without the fifty percent (50%) additional charge, while such
negotiations continue; provided, however, that in the event Landlord and Tenant
do not extend the term of this Lease or enter into a new Lease within three (3)
months after termination of this Lease, Landlord may, at any time, require
Tenant to commence paying Rent plus fifty percent (50%) of such amount as set
forth in this Section 20.1.

                   ARTICLE XXI.  SUBORDINATION AND ATTORNMENT

     21.1 Mortgages, etc.:  Tenant accepts this Lease subject and subordinate
to any mortgage, deed of trust or other lien presently existing or hereafter
placed upon the Demised Premises or the Store and Common Area as a whole and to
any renewals and extensions thereof.  Tenant agrees that any such mortgagee
shall have the right at any time to subordinate such mortgage, deed of trust or
other lien to this Lease; provided, however, notwithstanding that this Lease
may be (or made to be) superior to mortgage, deed of trust or other lien, the
provisions of mortgage, deed of trust or other lien relative to the rights of
the mortgagee with respect to proceeds arising from an eminent domain taking
(including a voluntary conveyance by Landlord) and/or arising from insurance
payable by reason of damage to or destruction of the Demised Premises shall be
prior and superior to any contrary provisions contained in this instrument with
respect to the payment or usage thereof.  Landlord is hereby irrevocably vested
with full power and authority to subordinate this Lease to any mortgage, deed
of trust or other lien hereafter placed upon the Demised Premises or the Store
and Common Area as a whole, and Tenant agrees upon demand to execute such
further instruments subordinating this Lease as Landlord may request; provided,
however, that upon Tenant's written request and notice to Landlord, Landlord
shall use good faith efforts to obtain from any such mortgagee a written
agreement that the rights of Tenant shall remain in full force and effect
during the Lease Term as long as Tenant shall continue to recognize and perform
all of the covenants and conditions of this Lease.

     21.2 Notice to Mortgagee:  At any time when the holder of an outstanding
mortgage, deed of trust or other lien covering Landlord's interest in the
Demised Premises has given Tenant written notice of its interest in this Lease,
Tenant may not exercise any remedies for default by Landlord hereunder unless
and until the holder of the indebtedness secured by such mortgage, deed of
trust or other lien shall have received written notice of such default and a
reasonable time for curing such default shall thereafter have elapsed.

     21.3 Estoppel Certificates:  Tenant agrees that it will from time to time
upon request by Landlord execute and deliver to Landlord a written statement
addressed to Landlord (or to a party designated by Landlord), which statement
shall identify Tenant and this Lease, shall certify 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 so modified), shall confirm that
Landlord is not in default as to any obligations of Landlord under this Lease
(or if Landlord is in default, specifying any default), shall confirm Tenant's
agreements contained above in this Article XXI, shall confirm the Commencement
and Termination Dates of this Lease, and shall contain such other information
or confirmations as Landlord may reasonably require.  Landlord is hereby
irrevocably appointed and authorized as the agent and attorney-in-fact of
Tenant to execute and deliver any such written statement on Tenant's behalf if
Tenant fails to do so within seven (7) days after the delivery of a written
request from Landlord to Tenant.  Landlord may treat such failure as an event
of default.

     21.4 Attornment:  Tenant shall attorn to and be bound to any of Landlord's
Successors under all the terms, covenants and conditions of this Lease for the
balance of any remaining Lease Term.


     (C) 1996, International Banking Technologies.  All rights reserved.
"International Banking Technologies" is Registered in U.S. Patent and Trademark
                                   Office.

                                    S-13
<PAGE>   16


                    ARTICLE XXII.  NOTICES & CORRESPONDENCE

     22.1 Notices: Any notice or document required or permitted to be delivered
hereunder shall be deemed to be delivered when actually received or rejected by
the designated addressee and shall be given by United States certified mail
return receipt requested, postage prepaid or by recognized national courier
(such as Federal Express), addressed to the parties hereto at the respective
addresses set forth above, or such other addresses as may be specified by
written notice.

                          ARTICLE XXIII.  REGULATIONS

     23.1 Compliance With Regulations:  Landlord and Tenant acknowledge that
there are in effect, and may hereafter be enacted or put into effect, federal,
state, county and municipal laws, orders, rules, directives and regulations
(collectively referred to hereinafter as the "Regulations"), relating to or
affecting the Demised Premises or the Store and Common Area, and concerning the
impact on the environment of construction, land use, maintenance and operation
of structures, and conduct of business.  Subject to the express rights granted
to Tenant under the terms of this Lease, Tenant will not cause, or permit to be
caused, any act or practice, by negligence, omission, or otherwise, that would
adversely affect the environment, or do anything to permit anything to be done
that would violate any Regulations.  Moreover, Tenant shall have no claim
against Landlord by reason of any changes Landlord may make in the Store,
Common Area or the Demised Premises which may be required to comply with such
Regulations.

     23.2 Applications:  Tenant shall file applications with the appropriate
regulatory authorities for authority to establish a branch office in the
Demised Premises and shall keep Landlord advised of the processing of the
applications.  The obligations of the Tenant under this Lease are subject to
the condition precedent that the Tenant shall receive authority to establish a
branch office to the Demised Premises.  In the event such authority is not
received on or before the Targeted Commencement Date, either Landlord or Tenant
shall have the right, upon notice to the other, to terminate this Lease. In
such event, neither party hereto shall have any further rights, duties or
obligations hereunder.

                          ARTICLE XXIV.  MISCELLANEOUS

     24.1 No Partnership:  Nothing herein contained shall be deemed or
construed by the parties hereto, nor by any third party, as creating the
relationship of principal and agent or of partnership or of joint venture
between the parties hereto, it being understood and agreed that neither the
method of computation of Rent, nor any other provision contained herein, nor
any acts of the parties hereto, shall be deemed to create any relationship
between the parties hereto other than the relationship of Landlord and Tenant.

     24.2 No Offset:  Tenant shall not for any reason withhold or reduce
Tenant's required payments of Rent and other charges provided in this Lease, it
being agreed that the obligations of Landlord hereunder are independent of
Tenant's obligations except as may be otherwise expressly provided.  In this
regard it is specifically understood and agreed that in the event Landlord
commences any proceedings against Tenant for nonpayment of Rent or any other
sum due and payable by Tenant hereunder, Tenant will not interpose any
counterclaim or other claim against Landlord of whatever nature or description
in any such proceedings (other than a compulsory counterclaim under Rule 13(a)
of the Federal Rules of Civil Procedure, or any analogous rule in a state court
proceeding); and in the event that Tenant interposes any such counterclaim or
other claim against Landlord in such proceedings, Landlord and Tenant stipulate
and agree that, in addition to any other lawful remedy of Landlord, upon motion
of Landlord, such counterclaim or other claim asserted by Tenant shall be
severed from the proceedings instituted by Landlord.  Landlord may proceed to
final judgment separately and apart from and without consolidation with or
reference to the status of such counterclaim or any other claim asserted by
Tenant.

     24.3 Landlord's Liability:  The liability of Landlord to Tenant for any
default by Landlord under the terms of this Lease shall be limited to the
greater of (i) two million dollars ($2,000,000.00) or (ii) the proceeds of sale
on execution of the interest of Landlord in the Store.  Landlord shall remain
personally liable to account to Tenant for any security deposited hereunder.
This clause shall not be deemed to limit or deny any remedies which Tenant may
have in the event of default by Landlord hereunder, which do not involve the
personal liability of Landlord.

     24.4 Consents:  Any clause referring to Landlord approval refers to
written consent. Except as may be otherwise herein provided, in all
circumstances under this Lease where prior consent or permission of one party
("First Party"), whether it be Landlord or Tenant, is required before the other
party ("Second Party") is authorized to take any particular type of action, the
matter of whether to grant such consent or permission shall be within the sole
and exclusive judgment and discretion of the First Party; and it shall not
constitute any nature of breach by the First Party hereunder or


     (C) 1996, International Banking Technologies.  All rights reserved.
"International Banking Technologies" is Registered in U.S. Patent and Trademark
                                   Office.


                                    S-14
<PAGE>   17

any defense to the performance of any covenant, duty or obligation of the
Second Party hereunder that the First Party delayed or withheld the granting
of such consent or permission, whether or not the delay or withholding of such
consent or permission was, in the opinion of the Second Party, prudent or
reasonable or based on good cause.

     24.5 Waivers:  One or more waivers of any covenant, term, or condition of
this Lease by either party shall not be construed as a waiver of a subsequent
breach of the same covenant, term or condition.  The consent or approval by
either party to or of any act by the other party requiring such consent or
approval shall not be deemed to waive or render unnecessary consent to or
approval of any subsequent similar act.

     24.6 Force Majeure:  Whenever a period of time is herein prescribed for an
action to be taken, the party required to take such action (other than payment
of money) shall not be liable or responsible for, and there shall be excluded
from the computation of any such period of time, any delays due to strikes,
riots, acts of God, shortages of labor or materials, war, governmental laws,
regulations or restrictions or any other causes of any kind whatsoever which
are beyond the reasonable control of such party.

     24.7 Governing Law:  The laws of the state in which the Demised Premises
are located shall govern the interpretation, validity, performance and
enforcement of this Lease. If any provision of this Lease should be held to be
invalid or unenforceable, the validity and enforceability of the remaining
provisions of this Lease shall not be affected thereby.  Venue for any action
under this Lease shall be the county in which the Store is located.

     24.8 Captions:  The captions used herein are for convenience only and do
not limit or amplify the provisions hereof.

     24.9 Number; Gender:  Whenever here the singular number is used, the same
shall include the plural, and words of any gender shall include each other
gender.

     24.10 Successors:  The terms, provisions and covenants contained in this
Lease shall apply to, inure to the benefit of and be binding upon the parties
hereto and their respective heirs, successors in interest and legal
representatives except as otherwise herein expressly provided.

     24.11 Entire Agreement:  This Lease contains the entire agreement between
the parties, and no agreement shall be effective to change, modify or terminate
this Lease in whole or in part unless such is in writing and duly signed by the
party against whom enforcement of such change, modification or termination is
sought. Landlord and Tenant hereby acknowledge that they are not relying on any
representation or promise of the other, except as may be expressly set forth in
this Lease.  Oral agreements in conflict with any of the terms of this Lease
shall be without force and effect.

     24.12 Exhibits:  This Lease consists of twenty-four (24) Articles and
Exhibits A through D (any space left blank will be deemed to have been
completed with the word "none").  In the event any provision of an Exhibit or
other attached page shall be inconsistent with a provision in the body of the
Lease, the provision as set forth in the Exhibit shall be deemed to control.
All Exhibits referred to herein, whether or not physically attached to this
Lease, shall be deemed incorporated herein by reference.

     24.13 Store Closing:  Notwithstanding anything herein to the contrary,
Tenant agrees to the cancellation of this Lease and agrees to vacate the
Demised Premises on the date Landlord ceases doing business in the Store unless
a longer period is required by federal or state law, or unless this Lease is
transferred by Landlord, as contemplated by Article XVI above.  Landlord agrees
to give Tenant as much notice as is practicable under the circumstances of
Landlord's decision to cease doing business in the Shopping Center.


     (C) 1996, International Banking Technologies.  All rights reserved.
"International Banking Technologies" is Registered in U.S. Patent and Trademark
                                   Office.

                                    S-15

<PAGE>   18
                                   EXHIBIT A
                             COMMENCEMENT AGREEMENT

     Re: Store Lease Agreement dated December 23, 1996 between Wal*Mart Stores,
Inc. ("Landlord") and the undersigned financial institution ("Tenant")
concerning Wal*Mart Supercenter No. #547,  2602 Jim Redman Parkway, Plant City,
FL (the "Store").

     Landlord and Tenant confirm the following information with respect to the
Store (capitalized terms not otherwise defined in this Agreement shall have the
meaning given to them in the Store Lease Agreement), as of December 23, 1996.

     1. The Store Lease Agreement is in full force and effect and has not been
modified, superseded or changed, except as follows:

     2. Tenant accepted the Demised Premises and opened its Financial Service
Facility on June 23,1997.

     3. The initial Lease Term commenced on June 23, 1997 and will expire on
June 22, 2002.  The first Renewal Term (if any) will commence on June 23, 2002
and will expire on June 22, 2007.  The second Renewal Term (if any) will
commence on June 23, 2007 and will expire on June 22, 2012.

     4. Tenant's obligation to make payments of Rent commenced on June 23,
1997.  Tenant's $50,000 Key Money payment and one time 10,000 Landlord's Work
payment is due on or before July 23, 1997.

     5. LANDLORD REQUESTS THAT TENANT'S ACCOUNTING DEPARTMENT ESTABLISH
AUTOMATIC PAYMENTS TO ENSURE RENT IS RECEIVED BY THE FIRST OF EACH MONTH.
PLEASE REFERENCE UNIT # WMF547 ON CHECK.  LANDLORD WILL NOT ISSUE INVOICES FOR
RENT.  RENT AND OTHER PAYMENTS SHOULD BE SENT TO:  WAL*MART STORES, INC., P.O.
BOX 500620, ST. LOUIS, MO  63150-0620.

                  PAYMENT SUMMARY
<TABLE>
<CAPTION>
DESCRIPTION       INITIAL PAYMENT DUE       MONTHLY RENT PAYMENT DUE
                                            FOR INITIAL TERM
                                            EFFECTIVE JULY 1997
<S>                         <C>             <C>
                            $   10,000
                            ----------
                                50,000
                            ----------
                                555.56          $2083.33
                            ----------
Landlord's Work               2,083.33
Key Money                   ----------
Prorated Rent Payment       $62,638.89
Prepaid Final Rent Payment  ==========
TOTAL AMOUNT DUE
</TABLE>


        EXECUTED BY LANDLORD AND TENANT AS OF THE DATE SET FORTH ABOVE:
        WAL-MART STORES, INC.           TENANT

        By:                                By:  \s\ Jerry L. Ball
           ------------------------------      ------------------------------
        Title:                             Title:  President and CEO
              ---------------------------          --------------------------



           MONTHLY  RENTAL PAYMENTS ARE DUE THE 1ST OF EACH MONTH.
            LATE PAYMENT CHARGES WILL BE IN ACCORDANCE WITH LEASE.



     (C) 1996, International Banking Technologies.  All rights reserved.
"International Banking Technologies" is Registered in U.S. Patent and Trademark
                                   Office.