Exhibit 10.6
                            Lawrence B. Seidman, Esq.
                              Koll Executive Center
                                 100 Misty Lane
                                 P. O. Box 5430
                              Parsippany, NJ 07054
                                 September 28, 2001

David M. Mandelbaum, Esq.
Mandelbaum & Mandelbaum
80 Main Street
West Orange, NJ 07052

Dear David:

     The following are the terms and  conditions in reference to the  investment
account for the prchase of publicly traded bank and thrift stocks:

     1. A brokerage account will be opened at Bear Stearns & Company in the name
of Kerrimatt L.P.

     2. The account will be a discretionary  account with Larry Seidman having a
revocable  Power of Attorney to buy and sell stock in said account  provided all
funds  deposited into the account are for Kerrimatt L.P. and all stock purchased
in the account is in the name of Kerrimatt L.P.

     3. The account will be funded with a maximum of $2,000,000  and will not be
margined.

     4. Only  shares of  publicly  traded  bank and  thrift  stocks  with  their
principal operations located in New Jersey may be purchased. I will notify David
Mandelbaum,  in  writing,  when I  commence  the  purchase  of the  stock of any
individual entity.

     5.  Kerrimatt L.P.  shall have the right to terminate the  relationship  on
September  27,  2003 or in the  event  of a  breach  by  Larry  Seidman  of this
Agreement.

     6. Upon such termination, my discretion shall be terminated automatically

     7. My  compensation  shall be 1/4 of 1% of the  value of the  assets in the
account computed as of the last day of each calendar quarter,  but not to exceed
$5,000 per  quarter.  An  incentive  fee will be paid me equal to 20% of the net
profits earned in the account as of the  termination  date whether same shall be

<PAGE>

Michael J. Mandelbaum, Esq.
September 28, 2001
Page 2




the two year anniversary date or later if agreed to between the parties. 100% of
all funds shall go to Kerrimatt  L.P. until 100% of the capital plus a 8% annual
noncumulative return (the "Hurdle") is returned,  and then the division shall be
80% to Kerrimatt L.P. and 20% to Larry Seidman.

          8. Net profits, if any in excess of the hurdle, shall be defined to be
     the amount  earned in the account  without  regard to a "Hurdle" or without
     regard to cash dividends. Cash dividends shall be the property of Kerrimatt
     L.P. and shall not be included in net profits

          9. I shall have the sole right to vote the shares in the account until
     termination of my Power of Attorney.

          10. In the event any portion of this  agreement  is not in  compliance
     with law, then  Kerrimatt  L.P. shall have the sole right to terminate this
     letter,  and an  accounting  shall  be done  based  upon the  above  quoted
     administrative fee and profit participation to the date of the termination.

                                                     Very truly yours,

                                                     /ss/ Lawrence B. Seidman


                                                     LAWRENCE B. SEIDMAN


AGREED AND ACCEPTED:

KERRIMATT L.P.

/ss/David Mandelbaum
-------------------------------------
By: David Mandelbaum, General Partner