EXHIBIT (10)(g)

HILLSBOROUGH SAVINGS BANK, INC., SSB
EMPLOYMENT AGREEMENT



THIS AGREEMENT entered into as of February 18, 1999, by and between HILLSBOROUGH
SAVINGS BANK, INC., SSB (hereinafter referred to as the "SavingsBank") and Danny
C. Lloyd (hereinafter referred to as the "Officer") and is joined in by PIEDMONT
BANCORP,  INC.,  the parent  holding  company of  theSavings  Bank  (hereinafter
referred to as the "Holding Company").

         WHEREAS,  the Savings Bank is a state-chartered  stock savings bank and
the wholly-owned subsidiary of the Holding Company, and

         WHEREAS, the Savings Bank desires to retain the services of the Officer
as Vice  President of the Savings Bank upon the terms and  conditions  set forth
herein; and

         WHEREAS,  the services of the Officer,  his experience and knowledge of
the affairs of the Savings Bank, and his reputation and contacts in the industry
and the local community are extremely valuable to the Savings Bank, and

         WHEREAS,   the   Savings   Bank  wishes  to  attract  and  retain  such
well-qualified executives and it is in the best interest of the Savings Bank and
of the Officer to secure the continued  services of the Officer  notwithstanding
any change in control of the Savings Bank or the Holding Company; and

         WHEREAS,  the Savings Bank considers the  establishment and maintenance
of a sound and vital management to be part of its overall corporate strategy and
to be essential to protecting  and  enhancing the best  interests of the Holding
Company, the Savings Bank and their stockholders; and

         WHEREAS,  the parties  desire to enter into this  Agreement in order to
set forth the terms and conditions of the Officer's employment relationship with
the Savings Bank.

         NOW,  THEREFORE,  for and in  consideration  of the premises and mutual
promises,  covenants  and  conditions  hereinafter  set forth and other good and
valuable  considerations,  the  receipt  and  sufficiency  of which  hereby  are
acknowledged, the parties hereby do agree as follows:

         1. Employment. The Savings Bank hereby agrees to employ the Officer and
the Officer  hereby agrees to accept  employment,  upon the terms and conditions
stated  herein,  as Vice President of the Savings Bank. The Officer shall render
such  administrative  and  management  services  to  the  Savings  Bank  as  are
customarily  performed by persons situated in a similar executive capacity.  The
Officer  shall  promote the  business of the Savings Bank and perform such other
duties as shall,  from time to time,  be  reasonably  prescribed by the Board of
Directors of the Savings Bank (the "Board").

         2. Compensation. The Savings Bank shall pay the Officer during the term
of this  agreement,  as  compensation  for all  service  rendered  by him to the
Savings Bank, a base salary at the rate of $59,000.00 per annum, payable in cash
not less  frequently  than  monthly;  provided  that the rate of salary shall be
reviewed  by the Board not less often  than  annually.  Such rate of salary,  or
<PAGE>
increased rate of salary, as the case may be, may be further increased from time
to time in  such  amounts  as the  Board,  in its  discretion,  may  decide.  In
determining  salary  increases,  the Board  shall  compensate  the  Officer  for
increases  in the cost of living and may also provide for  performance  or merit
increases.  Participation  in  incentive  compensation,  deferred  compensation,
discretionary bonus, profit-sharing, retirement, stock option and other employee
benefit  plans that the Savings Bank or the Holding  Company have adopted or may
from time to time adopt, and  participation  in any fringe  benefits,  shall not
reduce that salary  payable to the Officer under this Section.  The Officer will
be entitled  to such  customary  fringe  benefits,  vacation,  sick leave as are
consistent  with the normal  practices and  established  policies of the Savings
Bank.  In the event of a Change of  Control  (as  defined in  Section  10),  the
Officer's  rate of salary  shall be  increased  not less than six  percent  (6%)
annually during the term of this Agreement.

         3.  Discretionary  Bonuses.  During  the  term of this  Agreement,  the
Officer shall be entitled in an equitable  manner with all other key  management
personnel  of  the  Savings  Bank,  to  such  discretionary  bonuses  as  may be
authorized,  declared  and  paid by the  Directors  to the  Savings  Bank's  key
management employees. No other compensation provided for in this Agreement shall
be deemed a substitute  for the Officer's  right to such  discretionary  bonuses
when and as declared by the Directors.

         4.  Participation  in Retirement  and Employee  Benefit  Plans:  Fringe
Benefits.  The Officer shall be entitled to  participate in any plan relating to
deferred compensation,  stock awards, stock options,  stock purchases,  pension,
thrift,  profit  sharing,  group life  insurance,  medical and dental  coverage,
disability  coverage,  education,  or other retirement or employee benefits that
the Savings Bank or the Holding Company have adopted,  or may, from time to time
adopt,  for benefit of their  executive  employees and for employees  generally,
subject  to the  eligibility  rules of such  plans.  The  Officer  shall also be
entitled to participate in any other fringe  benefits which are now or may be or
become  applicable  to  the  Officer  or  the  Savings  Bank's  other  executive
employees, including the payment of reasonable expenses for attending annual and
periodic  meetings  of trade  associations,  and any  other  benefits  which are
commensurate with the duties and responsibilities to be performed by the Officer
under this  Agreement.  Additionally,  the  Officer  shall be  entitled  to such
vacation and sick leave as shall be established  under uniform employee policies
promulgated by the Directors.  The Savings Bank shall  reimburse the Officer for
all out-of-pocket  reasonable and necessary  business expenses which the Officer
may incur in connection with his services on behalf of the Savings Bank.

         5. Term. The initial term of employment  under this Agreement  shall be
for the period  commencing  upon the effective date of this Agreement and ending
three (3) calendar  years from the  effective  date of this  Agreement.  On each
anniversary  of the effective  date of this  Agreement of the Savings Bank,  the
term of this  Agreement  shall  automatically  be extended for an additional one
year period beyond the then effective expiration date unless written notice from
the Savings Bank or the Officer is received 90 days prior to an anniversary date
advising  the other  party that this  Agreement  shall not be further  extended;
provided that the Directors shall review the Officer's  performance annually and
make a specific  determination  pursuant to such review to renew this  Agreement
prior to the 90 day notice period.
<PAGE>
         6.  Loyalty.  The  Officer  shall  devote his full  efforts  and entire
business time to the performance of his duties and  responsibilities  under this
Agreement.  The Officer  agrees that he will hold in confidence all knowledge or
information of a confidential  nature with respect to the respective  businesses
of the Holding  Company,  the  Savings  Bank or of their  subsidiaries,  if any,
received by him during the term of this  Agreement and will not disclose or make
use of such information,  except in the ordinary course of his duties under this
Agreement,  without  the prior  written  consent of the  Holding  Company or the
Savings Bank.

         7. Standards. The Officer shall perform his duties and responsibilities
under this Agreement in accordance  with such reasonable  standards  expected of
employees with comparable  positions in comparable  organizations  and as may be
established  from time to time by the Board.  The Savings  Bank will provide the
Officer with the working  facilities and staff customary for similar  executives
and necessary for him to perform his duties.

         8. Termination and Termination Pay. (a) The Officer's  employment under
this Agreement shall be terminated upon the death of the Officer during the term
of this  Agreement,  in which event,  the Officer's  estate shall be entitled to
receive the  compensation  due the Officer  through the last day of the calendar
month in which  his  death  shall  have  occurred  and for a period of one month
thereafter.  (b) The Officer's employment under this Agreement may be terminated
at any time by the Officer upon sixty (60) days' written  notice to the Board of
Directors.  Upon such  termination,  the  Officer  shall be  entitled to receive
compensation  through the effective date of such termination.  (c) The Board may
terminate  the  Officer's  employment at any time,  but any  termination  by the
Board, other than termination for cause, shall not prejudice the Officer's right
to compensation or other benefits under this Agreement for the remaining  period
which would have been  covered by this  Agreement  if such  termination  had not
occurred.  The  Officer  shall  have no right to receive  compensation  or other
benefits for any period after  termination for "cause."  Termination for "cause"
shall  include  termination  because  of  the  Officer's  personal   dishonesty,
incompetence,  willful  misconduct,  breach of fiduciary duty involving personal
profit,  intentional failure to perform stated duties,  willful violation of any
law, rule,  regulation  (other than traffic  violations or similar  offenses) or
final  cease-and-desist  order,  or material  breach of any  provisions  of this
Agreement.

         9. Additional Regulatory Requirements.  (a) If the Officer is suspended
and/or  temporarily  prohibited from participating in the conduct of the Savings
Bank's  affairs by a notice served under Section  8(e)(3) or Section  8(g)(1) of
the Federal Deposit Insurance Act (12 U.S.C. 1818(e)(3) and (g)(l)), the Savings
Bank's  obligations  under this  Agreement  shall be suspended as of the date of
service, unless stayed by appropriate proceedings.  If the charges in the notice
are  dismissed,  the  Savings  Bank  shall  (i)  pay  the  Officer  all  of  the
compensation  withheld  while its contract  obligations  were suspended and (ii)
reinstate (in whole or in part) any of its obligations which were suspended. (b)
If the Officer is removed and/or  permanently  prohibited from  participating in
the conduct of the  Savings  Bank's  affairs by an order  issued  under  Section
8(e)(4)   of   Section   8(g)(l)   of  the   Federal   Deposit   lnsurance   Act
(12U.S.C.1818(e)(4)  and (g)(1)), all obligations of the Savings Bank under this
Agreement  shall  terminate as of the  effective  date of the order,  but vested
rights of the contracting  parties shall not be affected (c) If the Savings Bank
is in default as defined in Section 3(x)(1) of the Federal Deposit Insurance Act
(12U.S.C. ss. 1818(x)(1)),  all obligations under this Agreement shall terminate
as of the date of default, but this paragraph shall not affect any vested rights
of the contracting  parties.  (d) All obligations  under this Agreement shall be
<PAGE>
terminated,  except to the extent  determined that continuation of the Agreement
is necessary for the continued operation of the Savings Bank, (i) by the Federal
Deposit Insurance  Corporation (the "Corporation"),  at the time the Corporation
enters into an  agreement to provide  assistance  to or on behalf of the Savings
Bank under the  authority  contained  in Section  13(c) of the  Federal  Deposit
Insurance  Act (12 U.S.C.  ss.  1818(c));  or (ii) by the  Administrator  of the
Savings  Institution  Division of the North Carolina Department of Commerce (the
"Administrator"), at the time the Administrator approves a supervisory merger to
resolve  problems  related to  operation of the Savings Bank or when the Savings
Bank is determined by the Administrator to be in an unsafe or unsound condition.
Any  rights of the  parties  that have  already  vested,  however,  shall not be
affected by such action.

         10. Change in Control.

         (a) In the event of a "Change in Control" (as defined in Subsection (b)
below),  the acquiror shall be  prohibited,  during the remainder of the term of
this Agreement, from:

         (i)      Assigning Officer any duties and/or  responsibilities that are
                  inconsistent with his position,  duties,  responsibilities  or
                  status  at the  time of the  Change  in  Control  or with  his
                  reporting  responsibilities  or  equivalent  titles  with  the
                  Savings Bank in effect at such time; or

         (ii)     Adjusting  Officer's  annual  base  salary  rate other than in
                  accordance with the provisions of Section 2 of this Agreement;
                  or

         (iii)    Reducing in level, scope or coverage or eliminating  Officer's
                  life   insurance,   medical  or   hospitalization   insurance,
                  disability  insurance,  profit  sharing  plans,  stock  option
                  plans,  stock purchase  plans,  deferred  compensation  plans,
                  management retention plans,  retirement plans or similar plans
                  or benefits  being provided by the Savings Bank or the Holding
                  Company to the Officer as of the effective  date of the Change
                  in Control; or

         (iv)     Transferring  Officer to a location  outside of Orange County,
                  North Carolina, without the Officer's express written consent.

         (b)      For the  purposes  of this  Agreement,  the  term  "Change  in
                  Control" shall mean any of the following events:
         (i)      a change in control of a nature  that would be  required to be
                  reported in  response to Item 1 of the Current  Report on Form
                  8K, as in effect on the date hereof, pursuant to Section 13 or
                  1 5(d) of the Exchange Act; or

         (ii)     such time as any  "person"  (as such term is used in  Sections
                  13(d)  and  14(d)  of the  Exchange  Act)  is or  becomes  the
                  "beneficial  owner"  (as  defined  in  Rule  13d-3  under  the
                  Exchange Act),  directly or  indirectly,  of securities of the
                  Holding  Company or Savings  Bank  representing  25 percent or
                  more of the combined  voting power of the  outstanding  Common
                  Stock of the  Holding  Company or Common  Stock of the Savings
                  Bank, as applicable; or
<PAGE>
         (iii)    individuals  who constitute the Board or board of directors of
                  the Holding Company on the date hereof (the "Incumbent  Board"
                  and "Incumbent Holding Company Board," respectively) cease for
                  any reason to constitute at least a majority thereof, provided
                  that any person  becoming a  director  subsequent  to the date
                  hereof whose election was approved by a vote of at least three
                  quarters of the directors  comprising  the Incumbent  Board or
                  Incumbent  Holding  Company  Board,  as  applicable,  or whose
                  nomination  for  election  by the  Savings  Bank's or  Holding
                  Company's  shareholders  was approved by the Savings Bank's or
                  Holding Company's Board of Directors or Nominating  Committee,
                  as applicable,  shall be considered as though he or she were a
                  member of the  Incumbent  Board or Incumbent  Holding  Company
                  Board, as applicable; or

         (iv)     either the Holding Company or the Savings Bank consolidates or
                  merges with or into another corporation, association or entity
                  or is otherwise reorganized, where neither the Holding Company
                  nor  the  Savings   Bank,   respectively,   is  the  surviving
                  corporation in such transaction; or

         (v)      all or  substantially  all of the assets of either the Holding
                  Company or the Savings Bank are sold or otherwise  transferred
                  to or are acquired by any other entity or group.

         Notwithstanding  the other provisions of this Section 10, a transaction
or  event  shall  not be  considered  a  Change  in  Control  if,  prior  to the
consummation  or occurrence of such  transaction  or event,  Officer and Savings
Bank agree in writing  that the same shall not be treated as a Change in Control
for purposes of this Agreement.

         (c)      If,  after  the  occurrence  of a Change in  Control,  (i) the
                  employment  of the Officer  shall be terminated by the Savings
                  Bank or its successor for any reason other than for "cause" as
                  defined in Section 8(c) or (ii) the  employment of the Officer
                  shall be  terminated by the Officer as a result of a breach of
                  this Agreement by the Savings Bank or its successor,  and as a
                  result of such termination, the Officer shall not become fully
                  vested  in  benefits   provided  to  the  Officer   under  any
                  retirement  plan,  restricted  stock plan,  stock option plan,
                  stock ownership plan, or other employee  benefit plan, then in
                  addition to any liability  arising under this  Agreement,  the
                  Savings  Bank or its  successor  shall pay to the  Officer  an
                  amount equal to the value of the benefits in which the Officer
                  shall not become fully vested as a result of such termination.

         (d)      In the event any dispute  shall arise  between the Officer and
                  the  Savings  Bank as to the terms or  interpretation  of this
                  Agreement,  including this Section 10,  whether  instituted by
                  formal legal  proceedings  or otherwise,  including any action
                  taken by the Officer to enforce  the terms of this  Section 10
                  or in defending  against any action taken by the Savings Bank,
                  the Savings Bank shall reimburse the Officer for all costs and
                  expenses  incurred in such  proceedings or actions,  including
                  attorney's fees, in the event the Officer prevails in any such
                  action.
<PAGE>
         11. Successors and Assigns.

         (a)  This  Agreement  shall inure to the benefit of and be binding upon
              any  corporate or other  successor of the Savings Bank which shall
              acquire,   directly  or   indirectly,   by   conversion,   merger,
              consolidation,  purchase or otherwise, all or substantially all of
              the assets of the Holding Company or the Savings Bank.

         (b)  Since the Savings Bank is contracting  for the unique and personal
              skills  of the  Officer,  the  Officer  shall  be  precluded  from
              assigning or  delegating  his rights or duties  hereunder  without
              first obtaining the written consent of the Savings Bank.

         12. Modification:  Waiver:  Amendments.  No provision of this Agreement
may be  modified,  waived or  discharged  unless such  waiver,  modification  or
discharge  is agreed to in  writing,  signed by the Officer and on behalf of the
Savings Bank by such officer as may be specifically designated by the Directors.
No waiver by either party hereto,  at any time, of any breach by the other party
hereto of, or compliance  with,  any condition or provision of this Agreement to
be  performed  by such  other  party  shall be  deemed a waiver  of  similar  or
dissimilar  provisions  or  conditions at the same or at any prior or subsequent
time. No amendments or additions to this  Agreement  shall be binding  unless in
writing and signed by both parties, except as herein otherwise provided.

         13.  Applicable  Law. This Agreement  shall be governed in all respects
whether as to validity, construction, capacity, performance or otherwise, by the
laws of North Carolina, except to the extent that federal law shall be deemed to
apply.

         14.  Severability.  The  provisions of this  Agreement  shall be deemed
severable and the  invalidity  or  unenforceability  of any provision  shall not
affect the validity or enforceability of the other provisions hereof.

         IN WlTNESS WHEREOF,  the parties have executed this Agreement as of the
day and year first herein above written.

                                            HILLSBOROUGH SAVINGS BANK, INC., SSB

                                             By: /s/M. Marion Clark
                                                 ------------------
                                                 M. Marion Clark
                                                 Chairman of the Board

                                             By: /s/Danny C. Lloyd (SEAL)
                                                 -----------------
                                                 Danny C. Lloyd

         The  foregoing  Agreement  is  consented  and  agreed  to  by  Piedmont
Bancorp,Inc.,  the parent holding  company of Hillsborough  Savings Bank,  Inc.,
SSB.


                                             PIEDMONT BANCORP, INC.

                                             By: /s/M. Marion Clark
                                                 ------------------
                                                 M. Marion Clark
                                                 Chairman of the Board
<PAGE>
                                                                   Exhibit 10(h)
                                   L E A S E

THIS LEASE is made and entered into this day of 1 1987, by and between ZT-DURHAM
ASSOCIATES,  #1, a joint venture existing under the general  partnership laws of
North  Carolina   ("Landlord")   and  GUARANTY  STATE  BANK,  a  North  Carolina
corporation ("Tenant").

                              W I T N E S S E T H:

WHEREAS,  Landlord holds a leasehold  interest in that certain  shopping  center
(the "Shopping  Center")  described on Exhibit "A-1" attached  hereto and made a
part hereof, and

WHEREAS,  Tenant  desires to sublease a portion of the  Shopping  Center#  which
portion is more particularly described on Exhibit "A-2" attached hereto and made
a part hereof (the "Leased Land"), on the terms and conditions set forth herein.

NOW, THEREFORE,  for payment of rent and the keeping and agreements  hereinafter
set the parties hereto do hereby follows:

1. LEASED PREMISES
------------------

         Landlord and in  consideration  of the and  performing of the covenants
Eorth to be kept and performed, mutually covenant and agree as

         Landlord,  for  and  in  consideration  of  the  rents,  covenants  and
agreements  hereinafter reserved and contained on the part of Tenant to be paid,
kept,  performed and observed by Tenant,  hereby demises and leases unto Tenant,
and Tenant hereby leases from Landlord,  the Leased Land,  together with all and
singular  rights,  privileges  and  easements  appurtenant  thereto or which are
hereinafter  provided in this Lease (all of which shall  constitute and comprise
the "Leased Premises"). The Leased Premises are part of and are contained in the
Shopping Center.  The Shopping Center is shown outlined with a heavy black line,
and the Leased Land is shown as the area  cross-hatched in green on the Shopping
Cen'ter Site Plan attached hereto as Exhibit "A-3" and made a part hereof.

2. LEASE TERM.
--------------

         2.1 Interim and Initial Term
         ----------------------------

         TO HAVE AND TO HOLD the Leased Premises unto Tenant, its successors and
permitted  assigns,  for an interim term (the "Interim Term")  commencing on the
date first above  written and  expiring  ninety  (90) days after  completion  of
Landlord's  Work (as  defined  in  Section  4.3 herein  below),  and  continuing
thereafter  following  the  expiration  of the Interim Term 'for an initial term
(the "Initial  'Term")  commencing on the date of expiration of the Interim Term
and expiring on the date twenty (20) years  following the first day of the first
full calendar month  following the  expiration of the Interim Term,  unless this
Lease shall sooner terminate as provided herein.
<PAGE>
         2.2 Option to Extend
         --------------------

         Provided Tenant shall not be in default hereunder either at the time of
the  exercise  of the  option  or on the  commencement  date of the  term of the
option,  Tenant shall have two (2) successive  options of five (5) years each to
extend the term of this Lease  beyond the  Initial  Term upon the same terms and
conditions  as those  herein  specified,  as  applicable  to the Initial Term of
Lease,  with the  exception  of the  minimum  monthly  rental  which shall be as
provided in Section 5 .2 herein below. In the event Tenant exercises one or both
of the  foregoing  options,  if  Landlord's  leasehold  interest in the Shopping
Center  expires  prior to the  expiration  date of such option or options,  this
Lease shall terminate as of the expiration date of Landlord's leasehold interest
in the Shopping Center,  unless this Lease is extended between agreement between
Tenant and the owner of the Shopping Center. Tenant acknowledges and agrees that
landlord  shall have no obligation to exercise any option which extends the term
of this  lease  beyond the date on which  Landlord's  leasehold  interest  would
otherwise  terminate.  If Tenant  elects to exercise the first of said  options,
Tenant shall do so by giving  Landlord  written notice of such election at least
six (6) months but not more than twelve--  (12)months prior to the expiration of
the Initial Term, and, it 'the Tenant elects to exercise the additional  option,
Tenant shall do so by giving  Landlord  written notice of such election at least
six (6) months but not more than twelve (12) months  before the beginning of the
additional period for which the term hereof is to be extended by the exercise of
said  option.  Notwithstanding  the  foregoing,  if Tenant fails to exercise the
second option  granted  hereunder  within the  above-prescribed  time period and
Landlord,  on or before the termination of this Lease, elects to extend the term
of its  leasehold  interest  in the  Shopping  Center  (which  term  would  have
otherwise  expired  during the option term which Tenant elected not to exercise)
Tenant shall have ten (10) days after  receipt of written  notice of  Landlord's
extension election in which to elect to exercise the otherwise expired option by
giving Landlord written notice of such election within said ten (10) day period.
If Tenant  exercises  either option  hereunder,  the term of this Lease shall be
automatically  extended for the additional period of years covered by the option
so  exercised,  or such portion  thereof as Tenant's  leasehold  interest in the
Shopping  Center is in effect,  without  execution  of an  extension  or renewal
lease.  As used in this  Lease,  the  phrases  "term of this  Lease",  "the term
hereof", "Lease Term" or words of like import shall refer to the Interim Term of
this Lease and to the Initial Term of this Lease,  as the case may be,  together
with, in any such case,  any extended term with respect to which an option shall
be exercised.

         2.3 Supplemental Memorandum of Lease.
         --------------------------------------

         When the  commencement  date and  termination  date of the initial Term
have been determined as provided in Section 2.1 above, Landlord and Tenant shall
execute,  acknowledge and record a Supplemental  Memorandum of Lease  specifying
therein the commencement date and termination of the Initial Term of this Lease.
<PAGE>
         2.4 Cancellation of Lease.
         -------------------------

         Notwithstanding anything to the contrary herein contained, in the event
the Initial Term of this Lease is not  commenced  on or before  ninety (90) days
from the date hereof, then Landlord shall have the right to cancel and terminate
this Lease; provided,  however, that such cancellation and termination shall not
relieve either party of liability  arising as a result of a breach by such party
of any covenant or  obligation  to be performed by such party under the terms of
this Lease.

3. USE OF PREMISES-COMPLIANCE WITH LAWS AND ORDINANCES.
-------------------------------------------------------

        3.1  Use of Premises
        --------------------

         Tenant  may  use  the  Leased  Premises  for the  purpose  of a  retail
commercial banking operation and for no other purpose whatsoever.  Tenant agrees
to use the Leased Premises in a careful,  safe and proper manner, and not to use
or  permit  the  Leased  Premises  to be used  for any  purposes  prohibited  by
applicable  federal,  state,  county,  municipal or other  govern-  mental laws,
codes, rules and regulations. Tenant shall not commit waste, or suffer or permit
waste  permit  waste to be  committed,  or  permit  any  nuisances  on or in the
Premises.

        3.2. Discontinuance of Business.
        --------------------------------

         If Tenant shall cease  operating all or  substantially  all of Tenant's
business in the Leased  Premises  for a continuous  period of one hundred  fifty
(150) days or for a period of one  hundred  fifty  (150) days out of one hundred
eighty  (180)  days,  for any reason  other  than to permit  repair of damage or
destruction  thereto or to alter or refurbish the Leased  Premises,  or due to a
taking by  condemnation  or other  taking of the Leased  Premises  or the access
thereto,  then  Landlord,  upon sixty (60) days' prior written notice to Tenant,
may terminate this Lease;  provided,  however, that if Tenant shall commence and
continue  the bona fide  operation of Tenant's  business on the Leased  Premises
within sixty (60) days, said notice of termination  shall be nullified and of no
force of effect; and further provided,  however,  that any such the operation of
Tenant's business shall not be deemed an event of default hereunder.

        3.3  Compliance with Laws.
        --------------------------

         Tenant  covenants  that during the Lease term,  Tenant will comply,  at
Tenant's  sole cost and  expense,  with all  laws,  ordinances,  orders,  rules,
regulations and requirements of all federal, state and municipal governments and
appropriate departments,  commissions,  boards and officers hereof, which may be
applicable to the Leased Premises, Tenant's Building and building equipment, any
improvements  thereon  or  therein  or the use or  manner  of use of the  Leased
Premises.
<PAGE>
Right to Contest Laws

         Tenant shall have the right,  after  notice to Landlord,  to contest by
appropriate legal proceedings, without cost or expense to Landlord, the validity
of any law,  ordinance,  order,  rule,  regulation or  requirement of the nature
herein  referred  to and to postpone  compliance  with the same,  provided  such
contest  shall be promptly and  diligently  prosecuted  by and at the expense of
Tenant  and so long as  Landlord  shall not  thereby  suffer  any  civil,  or be
subjected to any  criminal,  penalties or sanctions,  and Tenant shall  properly
protect and save harmless Landlord against any liability and claims for any such
noncompliance or postponement of compliance.  Landlord shall have the right, but
shall be under no obligations to contest by appropriate  legal  proceedings,  at
Landlord's expense, any such law, ordinance, rule, regulation or requirement.

4. TENANT'S BUILDING.
---------------------

        4.1 Plans and Specifications.
        -----------------------------

         Tenant   shall   select  an   architect   to  prepare   the  plans  and
specifications  for the  improvements  and to supervise the  construction of the
improvements.  When prepared, they shall be submitted to Landlord for Landlord's
written approval.

         The  following  requirements  shall apply with respect to the plans and
specifications for the improvements and construction thereof:

          a. All construction on the Leased Land shall be in accordance with the
     site plan attached to the Shopping  Center lease  agreement with Toys 'R Us
     (the "Toys  Lease") as Exhibit "a" (the "Toys Site Plan"),  which site plan
     is attached hereto as Exhibit "E" and by this reference made a part hereof;

          b. The height of any building, structure or improvement constructed on
     the  Leased  Land  shall not exceed  twenty  (20) feet above -:he  finished
     grade;

          c., The entrance to any building  constructed on the Leased Land shall
     not be located on the side of such  building  that faces the main  driveway
     between such  building and the area shown as the "Primary  Parking Area" on
     the Toys Site Plan; and

          d. No construction, remodeling, expansion, maintenance or repairs that
     materially decrease the free flow of traffic and pedestrian passage through
     the Common Area to premises  leased to other tenants of the Shopping Center
     shall be permitted during the period from November I through December 31 of
     each year of the term of this Lease.

         When Tenant's plans and specifications  have been approved,  they shall
be attached hereto as Exhibit "B" or, in the alternative,  shall be described in
Exhibit "B" attached hereto.
<PAGE>
        4.2  Governmental Permits, Licenses and Authorizations.
        -------------------------------------------------------

         Tenant  shall  promptly  apply  to  all  applicable   governmental  and
regulatory agencies and authorities in order to secure proper permits, licenses,
and authorizations necessary for the work and shall diligently pursue same until
receipt  thereof.  Landlord  agrees to cooperate with Tenant in applying for all
such  applicable   governmental   permits,   licenses  And   authorizations  and
application  shall be made in Landlord's name if required.  Tenant shall pay all
fees and costs relating thereto.  Notwithstanding  the foregoing  Landlord shall
secure,  at its expense,  all approvals,  permits,  licenses and  authorizations
necessary for completion of Landlord's work.

        4.3 Landlord's Work
        -------------------

         Landlord  shall  grade  and  compact  the  Leased  Land  to the  extent
necessary for Tenant's Building,  as reasonably determined by Tenant's architect
or engineer,  and bring all required utility and sewer facilities and systems to
the perimeter of the Leased Land,  all in strict  accordance  with the plans and
specifications  approved by the parties as  herinabove  provided.  The foregoing
work is herein referred to as "landlord's work".

        4.4 Tenant's Work.
        ------------------

         After the plans and specifications have been prepared and all necessary
permits and  licenses  have been  obtained as provided for  hereinabove,  Tenant
shall enter into a construction  contract for the completion of the work (herein
referred to as  "Tenant's  Work") with a general  contractor  selected by Tenant
with the prior written approval of Landlord.  Said  construction  contract shall
provide for -- one (1) year warranty covering materials and workmanship, a f1oor
and material  bond and a completion  bond issued by a qualified  surety  company
licensed to do business in the state in which the Leased  Premises are situated.
Tenant  shall  have the right to enter  into  addenda  and  change  orders  with
appropriate  adjustments therefor in the Construction  Contract Price,  provided
Tenant shall have first obtained the written approval of Landlord.

        4.5 Architect's Certificate of Completion
        -----------------------------------------

         Upon   completion  of  Tenant's   Work,   the   architect   supervising
construction  shall certify in writing to Landlord and Tenant that Tenant's Work
is  complete   and   Tenant's   Building   is  ready  for  use  and   occupancy.
Simultaneously,  Landlord and Tenant shall  cooperate in securing a proper final
certificate of occupancy or other permit which may be required prior to Tenant's
beginning to transact business on the Leased Premises.

        4.6 Construction Costs
        ----------------------

         Except  as  otherwise   specifically   provided  herein,  Tenant  shall
contribute all sums necessary for completion of Tenant's Work in accordance with
the plans and specifications,  excluding fees of an architect,  if any, employed
by  Landlord  for the  purpose  of  examining  and  passing  upon such plans and
specifications and seeing that Tenant's Work conforms therewith.
<PAGE>
         All  building  and  improvements  shall  be  deemed  a part of the real
property and shall be and remain the property of the Landlord.

         4.7  Trade Fixtures
         -------------------

         Landlord  agrees not to  unreasonably  interfere with Tenant's right to
install fixtures,  furnishings,  equipment and signs  (hereinafter  collectively
referred  to as "Trade  Fixtures")  in, on, or about the Leased  Land during the
Interim Term of this Lease. All Trade Fixtures  installed at any time by Tenant,
Tenant's suppliers, or any permitted subtenant(s) of Tenant in, on, or about the
Leased Land shall be and remain the property of the person,  firm or corporation
installing same and shall be removable at any time during the term of this Lease
provided Tenant or any permitted  subtenant(s) of Tenant shall not be in default
hereunder at the time of such  removal.  The removal of any such Trade  Fixtures
shall be at the expense of Tenant or any permitted  subtenant(s) of Tenant,  who
shall  repair any damage or injury to the Leased  Land or  Tenant's  Building or
other  improvements   occasioned  by  any  such  removal.   Notwithstanding  the
foregoing,  Tenant shall remain  liable for any breach of this Section 4.7 or of
any other term or condition of this Lease by Tenant's subtenant(s).

        4.8 Signage
        -----------

         Tenant  shall not erect or  install  any signs on the  Leased  Premises
without the prior written consent of Landlord.  All permitted signs shall comply
appropriate  governmental  authorities,  and all  necessary  permits or licenses
shall be obtained by Tenant.  Tenant shall maintain all permitted  signs in good
condition  and repair at all times and shall  save  Landlord  harmless  from any
injury to persons or property  arising - from the  erection and  maintenance  of
said signs. Upon vacating the Leased Premises, Tenant shall remove all signs and
repair all damage caused by such removal.

        4.9 Encumbrance of the Leasehold.
        ---------------------------------

         Tenant  shall  have the  right to  convey  or  encumber  its  leasehold
interest in the Leased Premises by security deed,  mortgage or other  instrument
in connection  with  obtaining  financing  from a bank or  institutional  lender
provided  Tenant  shall not be in default at such time,  and  provided  all such
conveyances and  encumbrances  shall at all times be ineerior and subject to the
prior right, title and interest of the Landlord therein and thereto.

5. RENTAL
---------

        5.1 Interim Term.
        -----------------

         No rental or other  charges  shall  accrue or be  payable  by Tenant to
Landlord  during the interim  Term;  however,  during the entire  Interim  Term,
Tenant shall perform,  observe and discharge all other covenants and obligations
of Tenant under this Lease.
<PAGE>
        5.2 Initial Term and Option Periods.
        ------------------------------------

         Tenant shall pay to Landlord as rental for the use and occupancy of the
Leased Premises during the Initial Term and any extension thereof,  fixed annual
rental,  commencing on the first day of the first full calendar month  following
the date of  expiration  of the Interim Term, a fixed annual rental (the "Annual
Rental") of Thirty Thousand and No Dollars  ($30,000.00)  per year for the first
five (5) years of the Initial  Term;  Thirty-Four  Thousand  Five Hundred and No
Dollars  ($34,500.00)  for  the  next  five  (5)  years  of  the  Initial  Term;
Thirty-Nine  Thousand Six Hundred Eighty and 00/100 Dollars ($39,680.00) for the
next five (5) years of the Initial Term;  Forty-Five Thousand Six Hundred Thirty
and 00/100  Dollars  ($45,630.00)  for the final  five (5) years of the  Initial
Term;  FiEty-Two  Thousand Four Hundred Seventy and 00/100 Dollars  ($52,470.00)
for the first five (5) year option  period;  and Sixty  Thousand  Three  Hundred
Forty and  00/100  Dollars  ($60,340.00)  for the  second  five (5) year  option
period.  The Annual Rental shall be payable in advance in equal  installments of
one-twelfth  (1/12th) of the Annual Rental  applicable to the month in question,
except that installments for partial months shall be prorated.

         5.3 Place of Payment.
         --------------------

         All  payments  of rental  shall be made by Tenant to Landlord in lawful
money of the United States at the address set forth in Section 22.1 herein or at
such other place  within the United  States of America as Landlord may from time
to time direct in writing.

6. ASSIGNMENT AND SUBLETTING
----------------------------

         Except as provided  in Section 4. 9 above,  or in the event of a merger
or  consolidation  of Tenant with another bank Authorized to conduct business in
North Carolina, neither this Lease nor any or all interest herein shall be sold,
mortgaged, pledged, encumbered,  assigned, transferred, or otherwise disposed of
in any manner by Tenant, voluntarily or involun- tarily, by operation of law, or
otherwise, nor shall the Leased Premises or any part thereof be sublet, used, or
occupied for the conduct of any business any third person,  firm, or corporation
or for any purpose other than herein authorized, except with the written consent
of Landlord. A sale or sales of fifty percent (50%) or more of the capital stock
of Tenant (if Tenant is a corporation)  or of the majority  interest in capital,
profits,  or losses of Tenant (if Tenant is a partnership) shall be deemed to be
a prohibited  assignment  of this Lease within the meaning of this Article 6. In
the event Tenant desires to sublet the Leased Premises,  or any portion thereof,
or assign this lease,  Tenant shall give written  notice  thereof to Landlord at
least ninety (90.) days but not more than one hundred eighty (180) days prior to
the proposed commence- ment date of such subletting or assignment,  which notice
shall set forth the name of the proposed  subtenant  or  assignee,  the relevant
terms of any sublease or  assignment  and copies of financial  reports and other
relevant financial  information or the proposed subtenant or assignee.  Landlord
shall notify  Tenant of its decision to grant or withhold its consent,  which it
may do in its  sole  discretion,  within  thirty  (30)  days of its  receipt  of
Tenant's written notice. Notwithstanding any permitted assignment or subletting,
<PAGE>
Tenant shall at all times remain  directly and primarily  liable for the payment
of the  rent  herein  specified  and  for  compliance  with  all  of  its  other
obligations  under this Lease. Upon the occurrence of a default under Section 20
of this  Lease that is not cured  within the  applicable  grace  period,  if the
Leased  Premises or any part thereof are then sublet,  Landlord,  in addition to
any other  remedies  provided  herein or by law, may collect  directly from such
subtenant all rents due and becoming due to Tenant under such sublease and apply
such rent  against  any sums due to  Landlord  from  Tenant  hereunder.  No such
collection  directly  from an  assignee  or  subtenant  shall  be  construed  to
constitute  a novation or a release of Tenant from the  further  performance  of
Tenant's obligations hereunder. Any guaranty of Tenant executed as consideration
for this Lease shall  remain in full force and effect  before and after any such
assignment or subletting. Landlord may require Tenant, and Tenant hereby agrees,
to  execute a  guaranty  of this  Lease  before  Landlord  consents  to any such
assignment or sublease.

         In  addition  to  Landlord's  right  to  consent  to any  subtenant  or
assignee,  Landlord shall have the option, in its sole discretion,  in the event
of any proposed  subletting or assignment,  to terminate  this Lease,  or in the
case of a proposed subletting of less than the entire Premises, to recapture the
portion  of  the  Premises  to be  sublet,  as of the  date  the  subletting  or
assignment  is to be  effective.  The option shall be  exercised  by  Landlord's
giving Tenant written notice thereof within sixty (60) days following Landlord's
receipt of Tenant's  written  notice as required  above.  If this Lease shall be
terminated with respect to the entire Leased Premises, the Term shall end on the
date  stated  in  Tenant's  notice  as the  effective  date of the  sublease  or
assignment  as if that  date had been  originally  fixed in this  Lease  for the
expiration  of the Term.  If  Landlord  recaptures  only a portion of the Leased
Premises,  the Annual Rental shall abate,  proportionately,  based on the Annual
Rental due as of the date immediately prior to such recapture.  Tenant shall, at
Tenant's  sole cost and expense,  discharge in full any  outstanding  commission
obligation with respect to this Lease and any commissions  which may be owing as
a result of any proposed  assignment or subletting,  whether or not the Premises
are rented by Landlord to the proposed tenant or any other tenant.

         Consent by Landlord to any  assignment or subletting  shall not include
consent on a  subsequent  assignment  or  subletting  of the Leased  Premises by
Tenant  or its  assignee  or  sublessee  or the  consent  to the  assignment  or
transferring  of any Lease renewal option  rights,  space option rights or other
special  privileges  granted to Tenant hereunder (and such - options,  rights or
privileges shall terminate upon such assignment),  unless Landlord  specifically
grants  in  writing  such  options,  rights  or  privileges  to  assignee  or or
subtenant. Any sale assignment,  mortgage,  transfer of this lease or subletting
which does not comply with the provisions of this Section shall be void.

         Notwithstanding  Landlord's  consent,  in the event that Tenant  sells,
sublets, assigns, or transfers this Lease and at any time receives periodic rent
and/or other consideration which exceeds that which Tenant would at that time be
obligated  to pay to Landlord,  Tenant  shall pay to Landlord  100% of the gross
increase  in such rent as such rent is  received by Tenant and 100% of any other
consideration received by Tenant from such subtenant or such assignee.

         Should  Landlord  consent to an  assignment  or sublease of this Lease,
Tenant,  its  proposed  assignee or  subtenant  and  Landlord  shall  execute an
agreement prepared by or acceptable to Landlord wherein the proposed assignee or
subtenant  agrees to be bound by the terms and  conditions  of this  Lease,  and
Tenant will pay to Landlord  on demand a sum equal to all of  Landlord's  costs,
including without limitation  reasonable attorneys' fees, incurred in connection
with such assignment, sublease or transfer.
<PAGE>
7.  REPAIRS AND MAINTENANCE.
----------------------------

         At the sole cost and expense of Tenant and throughout the terms hereof,
Tenant shall keep and maintain the Leased Premises in good order,  condition and
repair,  in a clean,  sanitary and safe condition in accordance with the laws of
the State in which the Leased  Premises are located,  and in accordance with all
directions,,  rules  and  regulations  of the  health  officer,  fire  marshall,
building  inspector,  or any other proper officer of the  governmental  agencies
having  jurisdiction  over the Leased Premises.  Without limiting the foregoing,
Tenant shall be responsible for maintenance, repair and replacement as needed of
all electrical,  plumbing, ventilating and utility systems located on the Leased
Premises  (including  the HVAC  Facilities),  all windows,  window  fittings and
sashes,  and  interior  and  exterior  doors,  all  fixtures  within  the Leased
Premises,  all interior walls, floors and ceilings,  water heaters,  termite and
pest  extermination,  all of Tenant's  improvements  and trade fixtures.  Tenant
shall keep and maintain the Leased Premises in accordance with all  requirements
of law  concerning  the manner,  usage and condition of the Leased  Premises and
appurtenances  thereto, as the same shall be in effect from time to time. Tenant
shall permit no waste,  damage or injury to the Leased Premises.  If at any time
and from time to time  during  the term  hereof  Tenant  shall  fail to make any
maintenance,  repairs or  replacements in and to the Leased Premises as required
in this Lease, Landlord shall have the right, but not the obligation,  to 'enter
the Leased  Premises  and to make the same for and on behalf of Tenant,  and all
sums so expended by Landlord shall be deemed to be additional rent hereunder and
payable to Landlord upon demand.

8. ALTERATIONS BY TENANT
------------------------

         Tenant  shall  not make  any  structural  changes  to the  interior  of
Tenant's  Building  or any change to the  exterior  building  without  the prior
written consent of Landlord. No building at any time on the Leased Land shall be
demolished  without the prior written  consent of the Landlord and any mortgagee
of Landlord. All permitted changes and alterations (herein collectively referred
to as  "Alterations")  shall  be  made in all  cases  subject  to the  following
conditions which Tenant covenants and agrees to observe and perform:

          (a) No Alteration shall be undertaken until Tenant shall have procured
     and paid for,  so far as the same may be  required  from time to time,  all
     municipal  and other  governmental  permits and any  authorizations  of the
     various  municipal   departments  and  governmental   subdivisions   having
     jurisdiction, and Landlord agrees to join, at the expense of the Tenant, in
     the application for any such permit or whenever such action is necessary.

          (b) Each Alteration,  when completed,  shall be of such a character as
     to not adversely  affect the value of the improvements and equipment on the
     Leased Land immediately before such alteration.

          (c) All work  done in  connection  with any  Alteration  shall be done
     promptly and in a good and  workmanlike  manner and in compliance  with the
     applicable  municipal  building  and zoning  laws and with all other  laws,
     ordinances,  orders, rules,  regulations and requirements of federal, state
     and municipal governments and appropriate departments,  commissions, boards
     and officers thereof; the cost of any such alteration shall be paid in cash
     or its  equivalent,  so that no liens shall be enforced  against the Leased
     Premises or the Shopping Center for labor and materials supplied or claimed
     to have been supplied to the Leased Premises.
<PAGE>
          (d) No Alteration  Building shall result in Tenant's Building having a
     height of twenty  (20) feet above  grade,  nor shall it  violate  any other
     provision of Section 4.1 above.

          (e) If Tenant  ceases  the  operation  of its  business  on the Leased
     Premises  during  such  Alterations,  Tenant  shall  construct  barriers to
     obscure  the view of such  construction  from the  Shopping  Center and the
     adjacent roadways.

9. LIENS AND CLAIMS

         Tenant shall not cause,  directly or indirectly,  the Leased  Premises,
Tenant's  Building,  or the  Shopping  Center to be  encumbered  by any liens of
mechanic's,  laborers, or materialmen or any other liens. Tenant shall, whenever
and as often as any such liens are filed against the Leased  Premises,  Tenant's
Building or the  Shopping  Center and are  purported to be for labor or material
furnished  or to be  furnished to Tenant,  discharge  the same of record  within
sixty (60) days after the date of filing by payment,  bonding or  otherwise,  as
provided by law.  Tenant shall,  upon  reasonable  notice and request in writing
from Landlord,  also defend against Landlord, at Tenant's sole cost and expense,
any action,  suit, or proceeding  which may be brought on or for the enforcement
of any -such  lien and shall pay any  damages  and  satisfy  and  Discharge  any
judgements  entered in such action,  suit, or proceeding and shall save harmless
Landlord from any liability, calim, or damages resulting therefrom. Indefault of
Tenant  procuring the discharge of any such lien,  Landlord may, without further
notice, procure the discharge therof by bonding or payment or otherwise, and all
costs and expenses which Landlord may incur in obtaining such discharge shall be
paid by Tenant as additional rent within ten (10) days of any demand therefor.


10. UTILITIES.
--------------

         10.1 Tenant Pays Charges
         ------------------------

         During the term of this Lease, Tenant shall pay or cause to be paid all
charges for gas, electricity, water, and other utilities furnished to the Leased
Premises  and all sewer use  charges  or  similar  charges  or  assessments  for
utilities  levied  against  the Leased  premises  and shall make all  reasonable
efforts to insure that all such services are separately metered or assessed.


11. TAXES AND ASSESSMENTS
-------------------------

         11.1  Real Estate.
         ------------------

         As used herein, the term "Real Estate Taxes" shall mean all real estate
taxes,  assessments  for  improvements  to the  Leased  Land  and  improvements,
municipal  or county  water and sewer rates and  charges  which shall be levied,
assessed,  or imposed  against the Leased Land or Tenant's  E3uildincj_  and any
other  improvements  erected or caused to be erected  thereon and which become a
lien or are due and payable thereon during the term of this Lease, excluding any
franchise,  corporate,  income, personal property,  capital levy, capital stock,
excess profits,  transfer,  revenue, estate, gift, inheritance or succession tax
payable  by  Landlord  or any other tax,  assessment,  levy or charge  upon,  or
measured in whole or in part by, the income or profits of Landlord;
<PAGE>
provided,  however, if at any time during the term of this, Lease, the method of
taxation  prevailing  on the  commencement  date of the  Interim  Term  shall be
altered so as to cause any tax  measured by or imposed  upon the rental or other
sums payable  hereunder to be substituted  for Real Estate Taxes or assessments,
then such taxes shall be 'deemed  included in the  obligations  of Tenant  under
this  Section,  but only to the  extent  the same would be payable if the Leased
Land were the only property of Landlord subject to such taxes.

         11.2  Payment by Tenant.
         ------------------------

         Tenant  shall  pay or cause  to be  paid,  before  any  fine,  penalty,
interest  or cost may be added  thereto  for the  nonpayment  thereof,  all Real
Estate  Taxes  levied  against the Leased  Land  during the Initial  Term or any
extended term of this Lease,  including the improvements on the Leased Land, and
all permitted  alterations and additions thereto.  Tenant shall not be obligated
for the payment of such taxes during the Interim  Term. If the Leased Land shall
not be separately assessed but shall be assessed as a part of a larger parcel of
real  property or as a part of the  Shopping  Center and  improvements  owned by
Landlord,  until such time as the  Leased  Land  shall be  separately  assessed,
Tenant  shall  pay,  within ten (10) days of written  demand  for  payment  from
Landlord, a portion of any Real Estate Taxes levied against the entire parcel of
real property or the Shopping  Center owned by Landlord on the following  basis:
Tenant's  share shall be an amount equal to the product  obtained by multiplying
such Real Estate Taxes by a fraction the  numberator of which shall be the gross
leaseable floor area of Tenant's Building, and the denominator of which shall be
the toal gross  leasable  floor area of all buildings in the Shopping  Center as
shown on Exhibit "A-3".  Gross leaseable floor area of the Shopping Center means
all ground floor area contained in the Shopping  Center  designated for tenants'
exclusive occupancy.

         11.3 Installment Payments
         -------------------------

         If any real estate,  special tax or assessments  are at any time during
the Initial Term or any extended  term of this Lease levied or assessed  against
the Leased Land,  which,  upon exercise of any option permitted by the assessing
authority,  may be paid in installments  or converted to an installment  payment
basis  (irrespective of whether  interest shall accrue on unpaid  installments),
Tenant  may  elect  to pay such  taxes in  installments  with  accrued  interest
thereon,  provided  such  taxes are  separately  assessed.  In the event of such
election,  Tenant  shall be liable  only for those  installments  of such tax or
assessment  which  accrue and become  payable  during the  Initial  Term'or  any
extended term of this Lease plus accrued interest thereon.

         11.4 Proration
         --------------

         Any Real Estate  Taxes which are payable by Tenant  hereunder  shall be
prorated  between  Landlord and Tenant as of the date of commencement  and as of
the date of-  expiration  or  earlier  termination  of the  Initial  Term or any
extension  thereof if such Real Estate  Taxes  relate to a fiscal  period of the
levying  authorities which commences before the commencement of the Initial Term
or extends  beyond the  expiration or earlier  termination of the term hereof so
that Tenant  shall only pay that portion of such Real Estate Taxes equal to that
proportion  which  the  number  of days  of  such  fiscal  the  Initial  Term or
extensions  thereof  number of days of such  fiscal  period  falling  within the
Initial  Term or  estensions  thereof  bears to the total number of days of such
fiscal period.
<PAGE>
         11.5  Cooperation of Landlord.
         ------------------------------

         Landlord agrees to execute such documents and take such other action as
may be reasonably required so that the Leased Land will be assessed and taxed as
a separate parcel from the entire parcel of real property owned by Landlord.

         11.6 Personal Property.
         -----------------------

         Tenant  covenants  'and agrees to pay before  delinquency  all personal
property  taxes,  assessments  and liens  levied  during the Initial Term or any
extended term of this Lease upon all personalty belonging to Tenant and situated
on or about the Leased Land.

12. INDEMNIFICATION AND NONLIABILITY OF LANDLORD AND TENANT
-----------------------------------------------------------

         Tenant agrees to protect,  defend, indemnify and save harmless Landlord
against any and all loss, damages and liability on account of any, all and every
demand or claim or assertion  of  liability  or any claim or any action  founded
thereon  arising or alleged to have arisen out of any act or omission of Tenant,
its agents, servants,  employees,  patrons, customers,  independent contractors,
licensees or invitees, arising out of the occupation,  use, possession,  conduct
or  management  of the  Leased  Premises  whether  such  claim or  action be for
damages,  injury to person or property,  including  the  property of Tenant,  or
death of any person, made by any person, group or organization, whether employed
by either of the parties hereto or otherwise, except if Landlord shall have been
grossly negligent under the circumstances involved.

         Landlord  agrees to protect,  defend and  indemnify  and save  harmless
Tenant against any and all loss,  damages,  and liability on account of any, all
and every demand or claim or assertion of liability  for any claim or any action
founded thereon,  arising,  or alleged to have arisen out of any act or omission
of Landlord, its agents, servants,  employees,  patrons, customers,  independent
contractors, licensee's or invitee's arising out of its use, possession, conduct
or management of the Shopping Center whether such claim or action be or damages,
injury to personal  property,  including the property of Land- lord, or death of
any  person,  made by any person,  group or  organization,  whether  employed by
either of the  parties  hereto or  otherwise,  except if Tenant  shall have been
grossly negligent under the circumstances involved.

13. INSURANCE.
--------------

         13.1 Hazard Insurance.
         ----------------------

During the term hereof,  Tenant shall at Tenant's sole cost and expense, for the
mutual  benefit and  protection of Landlord,  Landlord's  mortgagees and Tenant,
procure and maintain or cause to be procured and  maintained an all-ri policy or
policies  of  insurance  with a vandalism  and  malicious  mischief  endorsement
covering  Tenant's  Building  and all other  improvements  located on the Leased
Land,  in a company or  companies  licensed to do business in the state in which
the Leased Land is situated and acceptable to Landlord, in a total amount of one
hundred percent (100%) of the full  replacement  value of Tenant's  Building and
<PAGE>
appurtenances,  but in no event  shall  such  policies  contain  a  co-insurance
provision.  The term  "full  replacement  value"  shall  mean  the  then  actual
replacement cost,  excluding  excavation and foundation costs.  Tenant agrees to
reevaluate insurance coverage at Land'lord's request, but not more often than at
one (1) year  intervals  and to increase  said coverage if it shall then be less
than one hundred percent (100%) of the then full replacement value.

         All policies of insurance,  and all renewals  thereof,  shall name both
Landlord  and Tenant as insureds  and provide for the payment of all losses to ,
its successors or assigns (hereinafter  referred to as the "Insurance Trustee"),
for the use and benefit of the  Landlord  and the Tenant,  and of the  mortgagee
under any mortgage on the leasehold  estate (the  "Mortgagee") as -------- their
respective interests may appear.

         In the event of any loss,  the Insurance  Trustee shall proceed to hold
and  disburse  the  proceeds of any such  policies of  insurance  as provided in
Article  15  hereinbelow.  During  the term of this  Lease,  Tenant  shall,  at'
Tenant's  sole cost and  expense,  for the  mutual  benefit  and  protection  of
Landlord and Tenant,  maintain comprehensive general liability insurance against
claims for personal injury or death and property  damage  occurring upon, in, or
about  the  Leased  Premises,  or on, in or about the  adjoining  sidewalks  and
passageway under the control of Tenant, such insurance to afford protection to a
limit  of not less  than a  combined  single  limit  of  Three  Million  Dollars
($3,000,000)  per occurrence in respect of personal injury or death and property
damage.


         13.2  Course of Construction Policy.
         ------------------------------------

         Tenant shall  during the Interim Term obtain at Tenant's  sole cost and
expense a "course  of  construction"  policy of  insurance,  including,  but not
limited to,  provisions for fire and extended coverage covering the building and
appurtenances to be constructed by Tenant on the Leased Land. Landlord, Tenant's
contractor  and Tenant  shall be named as  insureds  under such  policy.  Tenant
agrees that any "course of construction"  policy obtained shall provide that any
insurance   carried  by  Landlord   shall  be  in  excess  of  said  "course  of
construction" policy and shall not contribute to payment of any loss thereunder.

         13.3 Workman's Compensation.
         ----------------------------

         During the term of this  lease,  Tenant  shall  maintain or cause to be
maintained, workmen's compensation insurance as required by law.

         13.4 Blanket Policies
         ---------------------

         All policies of insurance  required  hereunder of the Tenant during the
term of this Lease may be in the form of "blanket"  policies,  provided that the
coverage thereunder must be at least equal to that which would be provided under
the separate policies which Tenant must maintain pursuant to this Lease.
<PAGE>
         13.5 Policies and Certificates of Insurance.
         --------------------------------------------

         Tenant  agrees  during the term of this  Lease,  to deliver to Landlord
certified copies o'f policies  evidencing the insurance procured by Tenant under
the terms hereof,  or to deliver in lieu thereof  certificates  of coverage from
the insurance company or companies writing said policy or policies of insurance,
which  certificates  shall  designate the company  writing the same, the number,
amount and  provisions  thereof,  and shall  indicate on the face  thereof  that
Landlord is a named insured under said policies and that  Landlord's  mortgagees
on the Leased Land shall be named  insureds  for the  policies  provided in this
Lease.

         13.6 Cancellation or Termination
         --------------------------------

         All  insurance  policies  to be  provided  by  Tenant  shall  contain a
provision  that said  policies  shall  not be  cancelled,  terminated  or expire
without  thirty (30) days prior notice from the  insurance  company to Landlord.
Tenant  agrees  that on or before  twenty  (2) days prior to  expiration  of any
insurance policy,  Tenant shall deliver to Landlord written  notification in the
form of a receipt  or other  similar  documents  from the  applicable  insurance
company that said policy or policies have been renewed, or deliver  certificates
of coverage or certified  copies from another  insurance  company licensed to do
business  in the state in which the Leased  Land is located  and  acceptable  to
Landlord for such coverage.

         13.7 Failure to Procure.
         ------------------------

         In the  event  Tenant  should  fail to  procure  or keep in  force  the
insurance which, as provided in this Lease, must be procured and kept by Tenant,
Landlord  may, but shall not be obligated  to,  procure  insurance  for Tenant's
benefit  and  recover the cost  thereof  from  Tenant  within ten (10) days from
written demand therefor from Landlord.

         13.8 Landlord's Insurance.
         --------------------------

         During the term of this Lease,  Landlord shall, at Landlord's sole cost
and  expense,  for the mutual  benefit and  protection  of Landlord  and Tenant,
maintain  comprehensive  general liability insurance against claims for personal
injury or death and property  damage  occurring  upon, on, or about the Shopping
Center,  such  insurance  to  afford  protection  to a limit of not less  than a
combined single limit of One Million Dollars  ($1,000,000.00)  per occurrence in
respect of personal injury or death and property damage,  as well as a so-called
"umbrella"  or excess  liability  policy to afford  protection to a limit of not
less than a combined  single limit of Five Million Dollars  ($5,000,000.00)  per
occurrence in respect of personal injury or death and property damage.

         Landlord  agrees  during the term of this  Lease,  to deliver to Tenant
certified  copies of 'policies  evidencing  the  insurance  procured by Landlord
under the terms hereof,  or to deliver in lieu thereof  certificates of coverage
from the  insurance  company or  companies  writing  said  policy or policies of
insurance,  which certificates shall designate the company writing the same, the
number,  amount and provisions thereof. All insurance policies to be provided by
Landlord  shall contain a provision  that said policies  shall not be cancelled,
<PAGE>
terminated or expire  without  thirty (30) days' prior notice from the insurance
company to Tenant.  Landlord  agrees that on or before twenty (20) days prior to
expiration of any insurance  policy,  Landlord  shall deliver to Tenant  written
notification  in the form of a  receipt  or  other  similar  documents  from the
applicable  insurance company that said policy or policies have been renewed, or
deliver  certificates  of coverage or certified  copies from  another  insurance
company licensed to do business in the state in which the Leased Land is located
and acceptable to Tenant for such coverage.

         In the  event  Landlord  should  fail to  procure  or keep in force the
insurance  which,  as  provided  in this  Lease,  must be  procured  and kept by
Landlord,  Tenant may,  but shall not be obligated  to,  procure  insurance  for
Landlord '- Landlord  benefit and recover the cost thereof from Landlord  within
ten (10) days from written demand therefor from Tenant.

14. DAMAGE AND DESTRUCTION.
---------------------------

         14.1 Damage Covered by Insurance
         --------------------------------

         If, during the term of this Lease,  the Leased Land shall be damaged or
destroyed by a cause or casualty  covered by the insurance Tenant is required to
carry pursuant to Article 13 above,  Tenant shall repair or replace the building
and/or  improvements  damaged or destroyed by the  insurable  cause of damage or
destruction  on the same plan and  design as existed  immediately  prior to such
damage or destruction,  subject to such delays as may be reasonably attributable
to  governmental  restrictions  or other  causes  beyond the  control of Tenant.
Materials used in repair shall be as nearly like original  materials as may then
be reasonably  procured in regular channels of supply. All proceeds of insurance
carried on Tenant's  Building and any other  improvements  located on the Leased
Land  hereinabove,  payable as a result of such damage or destruction,  shall be
used and applied in accordance  with Article 13 hereinabove  and this Article 14
to the extent  necessary for such repair or  rebuilding.  Landlord  shall not be
required to contribute any of its own funds to the cost of repair or rebuilding.

         14.2 Damage Not Covered by Insurance.
         -------------------------------------

         If,  during  the term of this  Lease,  Tenant's  Building  or any other
improvements located on the Leased Land shall be damaged or destoyed by a clause
or casualty not covered by the insurance Tenant is required to maintain pursuant
to Article 14 hereinabove to the extent of twenty-five  percent (25%) or more of
the monetary value thereof,  then by written notice to Tenant within thrity (30)
days  after  the date of such  damage  or  destruction,  Landlord  may  elect to
terminate  this Lease.  However,  if Landlord  gives  notice of  termination  to
Tenant, this Lease shall not be so terminated if the Tenant shall, within thirty
(30) days after  receipt of such  notice,  give  written  notice to  Landlord of
Tenant's  Building and  improvements.  In such event,  Tenant shall, at its sole
expense,  provide the funds necessary therefor and shall thereafter promptly and
diligently repair and restore the Leased Premises to the same extent required in
section 14.1  hereinabove.  In the event any such damage or destruction,  from a
cause not covered by the  insurance  required to be  maintained in Article 13 is
not sufficient to permit termination of the Lease pursuant to this Section 14.2,
Tenant shall, at Tenant's sole cost and expense, promptly repair and restore the
Leased Premises to the same extent required in Section 14.1 hereinabove. 14.3
<PAGE>
         14.3 Approval of Plans.
         -----------------------

                  Prior to commencement of such  restoration,  reconstruction or
replacement,  the Tenant,  or the  Mortgagee,  in the event any mortgagee  shall
elect to  undertake  such  restoration,  reconstruction  or  replacement,  shall
furnish  Landlord  with  a copy  of all  plans,  specifications,  contracts  and
guaranty  bonds,  or  documents  and shall obtain the prior  written  consent of
Landlord for all repairs involving  structural  portions of the Leased Premises.
All such  restoration,  reconstruction  or  replacement  shall be subject to the
provisions of Sections 4.1 and 8 above.

         14.4   Disbursement of Proceeds.
         --------------------------------

         After such resoration, repair, reconstruction or replacement shall have
commenced,  the supervising architect,  or if there be no supervising architect,
then the general contractor in charge of such work, shall certify monthly to the
Insurance  Trustee  statements  showing  the actual cost of the work done in the
preceding month, and shall furnish satisfactory receipts for labor and materials
showing  that  Tenant has paid such  costs in full.  Theerupon,  said  Insurance
Trustee  shall  reimburse  Tenant for ninety (90)  percent of the amount of such
monthly  cost  paid by the  Tenant.  Upon the  completion  of such  restoration,
repair, reconstruction,  or replacement free from liens for labor and materials,
the Tenant shall  exhibit to said  Trustee  receipts in full showing that it has
paid for all of said work and  thereupon  said Trustee  shall pay to said Tenant
the balance  remaining in said  insurance  fund, it being  understood and agreed
that the cost of  administering  said trust  including the  compensation of said
Insurance  Trustee  shall not be paid out of or  withheld  from  said  insurance
proceeds, but shall be paid by Tenant.

          14.5 Replacement of Tenant's Equipment.
          ---------------------------------------

         Leased Premises not giving rise to a termination of this Lease,  Tenant
shall, at its own expense,  replace and repair so much of Tenant's  equipment in
the Leased Premises which may be damaged or destroyed,  as may, in the option of
Tenant,  be necessary for the resumption by Tenant of its business in the Leased
Premises.  Such replacement or repair shall commence as soon after the damage or
destruction as may be reasonably possible,  subject to delays beyond the control
of Tenant.

         14.6  Right to Terminate.
         -------------------------

         In the event of the damage or destruction  of the Leased  Premises by a
cause or casualty  covered by the insurance Tenant is required to carry pursuant
to Article 13 hereinabove, either party hereto shall have the right to terminate
this  Lease if,  during  the last  three (3)  years of the  Initial  Term or any
extensions of this Lease,  Tenant's  Building is damaged in an amount  exceeding
sixty-six  and  two-thirds  percent  (66-2/3%) of the then  reconstruction  cost
thereof,  provided that, in such event,  such termination of this Lease shall be
effected  by written  notice  within  ninety (90) days of the  happening  of the
casualty causing such damage,  and all insurance proceeds shall promptly be paid
over to Landlord by the Insurance Trustee.
<PAGE>
15. CONDEMNATION
----------------

          15.1 Total or Substantial Takinq.
          ---------------------------------

          (a)  Total  Taking.   In  the  event  the  Leased  Premises  shall  be
     appropriated  or taken  under the power of eminent  domain by any public or
     quasi-public  authority,  this Lease shall  terminate  and expire as of the
     date of such  appropriation  or  taking,  and  Landlord  and  Tenant  shall
     thereupon be released  from any  liability  hereunder  for  occurrences  or
     omissions  hereunder  arising  subsequent .to such date of appropriation or
     taking.

          (b) Partial  Taking.  In the event as much as twenty  percent (20%) of
     the Leased  Premises or  twenty-five  percent (25%) of the Shopping  Center
     shall be  appropriated  or taken  under the power of eminent  domain by any
     public or quasi-public authority, Tenant shall have the right to cancel and
     terminate  this Lease as of the date of such taking  upon  giving  Landlord
     written  notice of such election  within thirty (30) days after the receipt
     by Tenant from Landlord of notice that the Leased  Premises or the Shopping
     Center  have  been  so   appropriated  or  taken.  In  the  event  of  such
     cancellation,  Landlord  and Tenant shall  thereupon  be released  from any
     liability under this 'Lease for occurrences or omissions  hereunder arising
     subsequent to such date of appropriation or taking.

         15.2   Effect on Rent
         ---------------------

         If this Lease is terminated as provided in Section  15.1.  herein,  the
rent for the last  month  of  Tenant's  occupancy  shall  be  prorated,  and the
Landlord agrees to refund to the Tenant any rent paid in advance.

        15.3 Condemnation Award.
        ------------------------

         All compensation awarded or paid upon such a total or partial taking of
the Leased Premises shall belong to and be the property of Landlord  without any
participation  by Tenant.  Nothing  contained  herein  shall affect the Tenant's
right to prosecute any claim directly  against the condemning  authority in such
condemnation  proceedings for loss of business,  and/or  depreciation to, damage
to, and/or cost of removal of Tenant's  Building,  and/or for the value of stock
and/or  trade  fixtures,  furniture  and  other  personal  property  of  Tenant;
provided,  however,  that no such claim shall  diminish or  otherwise  adversely
affect  Landlord's  award or the  award(s) of any and all ground and  underlying
lessor(s) and mortgagee(s).

          15.4 Restoration of Remainder
          -----------------------------

         If this Lease shall not be  terminated  as in this  Article 15 provided
but shall  continue as to that  portion of the Leased  Premises  which shall not
have been  appropriated  or taken,  then in that event  Tenant,  at its cost and
expense,  shall immediately  restore to the extent reasonably  possible Tenant's
Building and  improvements  on the Leased Land  remaining to a complete  unit of
like quality and character as existed prior to such appropriation or taking, and
the rent  shall be  reduced  in the  ratio  that the  ground  floor  area of the
restored  Leased  Premises  bears or shall bear to the ground  floor area of the
<PAGE>
Leased Premises before such taking.  Landlord shall make available to Tenant the
proceeds  of any  condemnation  award  received  by  Landlord to the extent such
proceeds  shall  be  attributable  to the  loss of  Tenant's  Building  or other
improvements on the Leased Land.

16. SUBORDINATION AND NONDISTURBANCE
------------------------------------

         This Lease shall be subordinate  to the lien of any  underlying  ground
lease and to any mortgage or deed of trust now or hereafter  constituting a lien
on the Leased  Premises and to all  renewals,  modifications  and  extensions of
either,  and Tenant will promptly execute and deliver any instrument  reasonably
required by Landlord in confirmation of such subordination;  provided,  however,
that with respect to any such lien, such subordination shall be conditional upon
the  obligation  of Landlord to secure  from such ground  lessor or  mortgagee a
written  agreement in form for  recordation  that nothing to the contrary in any
such ground lease, mortgage or deed oE trust withstanding,  if by foreclosure or
otherwise,  such lessor or lender or any  successor in interest  shall come into
possession or become the owner of the Leased  Premises or the Shopping Center of
which the Leased Premises form a part, it will not disturb the  possession,  use
or enjoyment  by of the Leased  Premises  nor  disaffirm  this Lease or Tenant's
rights  hereunder,  so  long  as all  obligations  of  are  fully  performed  in
accordance with the provisions of this Lease.

17. RIGHT OF INSPECTION BY LANDLORD
-----------------------------------

         Landlord and Landlord's representatives,  including, but not limited to
any ground lessor or mortgagee(s) of Landlord,  may enter the Leased Land during
normal  banking  hours or at such  other  times as are  approved  by  tenant  in
writing, for the purpose of inspecting the Leased Premises;  performing any work
which Landlord elects to undertake by reason of Tenant's default  hereunder,  at
Tenant's expense, or posting notices of non-responsibility  under any mechanic's
lien or similar  law;  and,  during  the final  twelve  (12)  months of the term
hereof, presenting the Leased Premises to prospective tenants.

18. SALE OF SHOPPING CENTER BY LANDLORD.
----------------------------------------

         In the event of any sale of the Shopping  Center by Landlord,  Landlord
shall be and is hereby  entirely  freed and relieved of all liability  under any
and all covenants and  unaccrued  obligations  contained in or derived from this
Lease  arising  out of any act,  occurrence  or  omission  occurring  after  the
consummation  of such sale,  and  Tenant  shall and  hereby  does  attorn to the
purchaser  at any  such  sale or any  subsequent  sale of the  Shopping  Center,
provided that any such purchaser shall in writing covenant to and with Tenant to
carry out any and all of the covenants and  obligations  of Landlord  under this
Lease.
<PAGE>
19. LIABILITY OF LANDLORD
-------------------------

         If Landlord  shall fail to perform any covenant,  term, or condition of
this Lease and Tenant shall recover a money  judgment  against,  Landlord,  such
judgment  to be  satisfied  only  out of the  proceeds  of  sale  received  upon
execution  of such  judgment  and levy  thereon  against the right,  title,  and
interest of Landlord in the Shopping  Center as the same may then be  encumbered
and neither Landlord nor any of its partners, officers, or shareholders shall be
liable for any  deficiency.  It is understood that in no event shall Tenant have
any right to levy  execution  against any  property of Landlord,  its  partners,
officers, or shareholders, other than their respective interests in the Shopping
Center. Such right of execution shall be subordinate and subject to any mortgage
or other encumbrance upon the Shopping Center.

20. CONDITIONAL LIMITATIONS-DEFAULT PROVISIONS
----------------------------------------------

         20.1 Events of default.
         -----------------------

         If at any time  during the term of this  Lease,  any one or more of the
Eollowing  events (herein called an "Event of Default") shall occur,  that is to
say:

          (a) If Tenant shall make benefit of its creditors; or

          (b) If any  petition  shall  be filed  against  Tenant  in any  court,
     whether or not  pursuant to any statute of the United  States of America or
     of any state, in any bankruptcy,  reorganization,  composition,  extension,
     arrangement  or  insolvency  proceedings,  and Tenant shall  thereafter  be
     adjudicated  bankrupt, or if such proceedings shall not be dismissed within
     sixty (60) days after the  institution of the same, or if any such petition
     shall be so filed by Tenant or a liquidator; or

          (c) If, in any proceeding,  a receiver,  receiver and manager, trustee
     or liquidator be appointed for all or any portion of Tenant's property, and
     such  receiver,  receiver and manager,  trustee or liquidator  shall not be
     discharged  within sixty (60) days after the  appointment of such receiver,
     receiver and manager, trustee or liquidator; or

          (d) If Tenant shall fail to pay any  installment  of rent provided for
     herein,  or any part  thereof,  when the same shall become due and payable,
     and such failure shall continue for five (5) days after notice thereof from
     Landlord,  except that  Landlord  shall not Pe  obligated  to provide  such
     notice more than twice in any twenty-four (24) month period; or

          (e) If Tenant  shall fail to pay any item of real estate  taxes or any
     other  charge or sum  required to be paid by te-n'ant  hereunder,  and such
     failure shall continue for twenty (20) days after notice thereof; or -

          (f) If Tenant  shall  discontinue  its business as provided in Section
     3.2 hereinabove; or

          (g) If Tenant shall fail to perform or any other  requirement  of this
     Lease on the Tenant to be performed or  observed,  and such shall  continue
     for twenty (20) days after thereof from Landlord to Tenant.
<PAGE>
         Then,  upon  the  happening  of any one or  more of the  aforementioned
Events of Default,  Landlord shall have the right, then or at any time therafter
and while such default or defaults shall continue, to give Tenant written notice
of  Landlord's  intention  to terminate  this Lease on a date  specified in such
notice, which date shall not be less than ten (10) days after the date of giving
such notice,  and on the date specified in such notive,  which date shall not be
less than ten (10) days after the date of giving of such notice, and on the date
specified in such notice,  Tenant's  right to possession of the Leased  Premises
shall cease and tenant shall  peaceably  and quietly  yield to and  surrender to
Landlord the Leased  premises and this Lease shall  thereupon be terminated  and
all of the  right,  title and  interest  of Tenant  hereunder  an in the  Leased
Premises  shall  wholly  cease and  expire in the same  manner and with the same
force and effect as if the date of  expiration  of such ten (10) day period were
the date  originally  specified  herein for the expiration of this Lease and the
Lease term,  and Tenant  shall then quit and  surrender  the Leased  premises to
Landlord, but Tenant shall remain liable as hereinafter provided.


         20.2 Reentry by Landlord.
         -------------------------

         In the event of any termination of this Lease as so stated  hereinabove
or as otherwise permitted by law, or if a default shall continue
beyond the  expiration of any grace period above provided for and Landlord shall
have  elected not to  terminate  the Lease,  Landlord  may enter upon the Leased
Premises  and  have,  repossess  and  enjoy  the  same by  summary  proceedings,
ejectment  or  otherwise,  and in any such event  neither  Tenant nor any person
claiming  through or under Tenant by virtue of any statute or of an order of any
court shall be entitled to  possession  or to remain in possession of the Leased
Premises but shall  forthwith quit and surrender the Leased  Premises.  Landlord
shall  incur no  liability  to any  person  for or by reason of any such  entry,
repossession  or  removal  of Tenant or any  person  claiming  through  or under
Tenant.

20.3 Payment of Rental and Expenses Upon Default.
-------------------------------------------------

         In case of any such  termination,  reentry or  dispossession by summary
proceedings,  ejectment or otherwise, the rent and all other charges required to
be paid by Tenant  hereunder shall thereupon  become due and payable.  up to the
time of such termination, reentry or dispossession, and Tenant shall also pay to
Landlord all expenses  which  Landlord  may then or  thereafter  incur for legal
expenses, reasonable attorneys' fees, brokerage fees and all other costs paid or
incurred  by  Landlord  for  restoring  the  Leased  Premises  to good order and
condition, for maintaining the Leased Premises and improve- ments, for reletting
the  Leased  Premises,  and for  certain  expenses  of  altering  and  otherwise
preparing the Leased Premises for such reletting, which latter expenses shall be
limited to those  incurred  in  connection  with the  removal  of all  fixtures,
equipment and architectural  features unique to Tenant's  operation as a banking
institution (such as, for example, vaults,  automated teller machines,  drive-in
window facilities and overhang) and any repairs necessitated by such removal, as
well as those expenses  incurred in connection with adapting the Leased Premises
to use for retail space (such as, for example,  installation of additional plate
glass windows).

         Landlord may, by written notice,  at its option elect to do and perform
any one or more of the following in addition to, and not in  limitation  of, any
other remedy or right permitted it by law or by this Lease:
<PAGE>
          (a)  Relet  the  Leased  Premises  as  the  agent  of  Tenant  without
     advertisement  and by private negotia- tions and for any term and upon such
     conditions  as Landlord  deems  proper in its  reasonable  discretion,  and
     receive the rent  therefor,  and Tenant shall pay  Landlord any  deficiency
     that may arise by reason of such reletting on demand,  but Tenant shall not
     be entitled  to any surplus so arising and Tenant  shall not have any right
     of prior  approval  with  respect  to the terms or  conditions  upon  which
     Landlord relets the Leased  Premises.  Tenant shall reimburse  Landlord for
     all costs,  expenses and reasonable attorneys' fees of Landlord incurred in
     connection with the default of Tenant,  termination of this Lease, eviction
     of Tenant and reletting the Leased Premises and, to the extent reimbursable
     by Tenant as set Eorth above in this Section  20.3,  all costs and expenses
     of  Landlord  incurred in  connection  with the  preparation  of the Leased
     Premises for reletting.

          (b) As agent of Tenant, do whatever Tenant iq obligated to ' do by the
     provisions of this Lease.  Tenant agrees to reimburse Landlord  immediately
     upon  demand for any costs and  expenses,  including,  but not  limited to,
     reasonable  attorneys'  fees,  which  Landlord may incur in thus  effecting
     compliance  with this Lease on behalf of Tenant,  and Tenant further agrees
     that  Landlord  shall not be liable for any damages  resulting to Tenant or
     the property of Tenant from such action, unless caused by the negligence of
     Landlord.

         No act or thing done by Landlord or  Landlord's  agents during the term
of this  Lease  shall be deemed  an  acceptance  of a  surrender  of the  Leased
Premises, and no agreement to accept a surrender of the Leased Premises shall be
valid unless the same be made in writing and executed by Landlord. Any waiver of
or redress for any  violation  of any  covenant or  condition  contained in this
Lease or any of the Rules and Regulations now or hereafter  adopted by Landlord,
shall not prevent a subsequent  act, which would have  originally  constituted a
violation,  from  having all the force and effect of an original  violation.  In
case it should be  necessary  or proper for  Landlord to bring any action  under
this Lease,  or to consult,  or place this Lease or any amount payable by Tenant
hereunder,  with  an  attorney  concerning  or  for  the  enforcement  of any of
Landlord's  rights  hereunder,  then  Tenant in each and any such case shall pay
Landlord its reasonable  attorneys'  fees. In the event of any default by Tenant
under the terms and provisions of this Lease,  Landlord,  in addition to but not
in lieu of or in limitation  of, any other right or remedy  provided to Landlord
under  the  terms  of this  Lease  or  otherwise,  shall  have  the  right to be
immediately repaid by Tenant the amount of all sums expended by Landlord and not
repaid by Tenant in connection  with preparing or improving the Leased  Premises
to  Tenant's  specifications  and any and all costs  and  expenses  incurred  in
renovating or altering space to make it suitable for reletting.

         20.4 Waiver of Rights.
         ----------------------

         The right of  Landlord to recover  from Tenant the amounts  hereinabove
provided  for shall  survive the issuance of any order for  possession  or other
cancellation  or termination of this Lease.  Tenant,  for itself and any and all
persons  claiming  through or under Tenant,  including its  creditors,  upon the
termination of this Lease in accordance  with the terms hereof,  or in the event
of entry of judgment for the recovery of the  possession of the Leased  Premises
in any action or proceeding, or if Landlord shall enter the Leased

<PAGE>
         Premises  by process of law or  otherwise,  hereby  waives any right of
redemption  provided  or  permitted  by  any  statute,  law or  decision  now or
hereafter in force,  and does hereby waive,  surrender and give up all rights or
privileges  which Tenant may or might have under and by reason of any present or
future law or decision,  to redeem the Leased  Premises or for a continuation of
this Lease for the term hereby demised after having been dispossessed or ejected
therefrom by process of law or otherwise.

         20.5 Extended Period to Cure Default.
         -------------------------------------

         Anything  in this  Article 20 to the  contrary  notwithstanding,  it is
expressly  understood  that,  with  respect to any Event of  Default  within the
purview of supparagraph (g) of Anything it is Section 20.1 hereof, if such event
of default is of such a nature that it cannot,  in fact, with due diligence,  be
cured  within a period of twenty  (20) days,  Landlord  shall not be entitled to
reenter the Leased  Premises or serve a notice of  termination  upon Tenant,  as
provided in said Section,  nor shall the same be regarded as an Event of Default
for any of the purposes of this Lease, if Tenant shall have commenced the curing
of such  default  within  the  period of twenty  (20) days  referred  to in said
subparagraph  (f), and so long as Tenant shall thereafter  proceed  continuously
and with all due  diligence  and in good  faith to  complete  the curing of such
default not  susceptible  of being cured with due  diligence  within twenty (20)
days, and the time of Tenant within which to cure the same shall be extended for
such period as may be necessary to complete the same with all due diligence.

         20.6  Bank Closure or Takeover by state banking Authority.
         ----------------------------------------------------

         Notwithstanding  any other  provision  contained in this Lease,  in the
event  Tenant is closed or taken over by the Banking  Authority  of the State of
North  Carolina  or any other  bank  supervisory  authority,  the  Landlord  may
terminate  this Lease only with the  concurrence  of such  Banking  Authority or
other bank supervisory authority, and any such authority shall in any event have
the election either to continue or to terminate this Lease; provided that in the
event this Lease is  terminated,  the maximum  claim of Landlord  for damages or
indemnity for injury resulting from the ejection or unexpired term of this Lease
shall in no event be more than the  delivery to Landlord of the Leased  Premises
and all improvements thereon, free and clear of all liens and encumbrances,  and
an amount equal to the rent reserved by this Lease,  without  acceleration,  for
(i) the year next succeeding the date of the surrender of the Leased Premises to
the  Landlord or (ii) the period  through the date of re-entry by the  Landlord,
whichever  period is shorter,  whether  before or after the closing of the Bank,
plus an amount equal to the accrued but unpaid rent, without acceleration, up to
the date of the surrender of the Leased Premises to the Landlord.

21. COMMON AREA.
---------------

         21.1 Grant of Easement and Right to Use.
         ----------------------------------------

         At all times  during  the  Initial  Term of this  Lease and  during any
extension  thereof,  Landlord shall  continuously and without  interruption make
available, and hereby grants and to Tenant and Tenant's successors and permitted
assigns,  a  nonexclusive  easement  and the right for Tenant and its  permitted
subtenants in common with Landlord and all persons,  firms and  corporations and
others  conducting  business  within or entitled to use the Shopping  Center and
<PAGE>
their respective customers, guests, licensees, invitees,  subtenants,  employees
and agents,  to use those portions of the _shopping  Center  outlined on Exhibit
"C", attached hereto and made a p3-rt hereof, outside the Leased Land'-and shown
thereon  as  automobile  parking  area,  pedestrian  and  vehicular  accessways,
sidewalks  and  passageways  and ingress and egress areas  (herein  collectively
referred to as "Common  Area") for ingress,  egress,  parking and all  purposes,
including drive-in windows,  for which such areas would customarily be utilized.
Landlord  hereby  reserves  the  right to  change,  alter and  modify  the size,
location,  nature or use of the Common  Areas or  components  thereof  from that
shown on Exhibit "C" , and/or to develop portions thereof as out parcels, at any
time and from time to time during the term hereof;  provided,  however,  that no
such change,  alteration or  modification  shall  materially  interfere with the
means of ingress  and egress to and from the Leased  Premises.  Landlord  hereby
also reserves the right to designate and redesignate areas for employee parking,
and Tenant agrees to cause all of its  personnel to utilize  same.  Tenant shall
provide  to  Landlord,  and  supplement  as and when  necessary,  a list of such
personnel and their vehicles by license plate.  Landlord shall have the right to
tow or cause to be towed all such  vehicles  which do not comply  with  employee
parking  requirements without any liability or responsibility for damage thereto
except in the event of the willful misconduct or gross negligence of Landlord.

         21.2 Reimburserrent by Tenant
         -----------------------------

         During  the  Initial  Term and any  extension  of Lease,  Tenant  shall
reimburse  Landlord for  Tenant's pro rata share of the Common Area  maintenance
costs.

         The term'  "Common  Area  Maintenance  Costs"  shall mean all costs and
expense  reasonably  paid or  incurred  by  Landlord  during  the Lease  term in
managing, equipping,  maintaining and operating (including,  without limitation,
management  oEEice rent or rental value,  cleaning,  waste  disposal,  insuring,
landscaping,  advertising and promotion, parking area care, administrative costs
including  management  Eee,  lighting and repairing,  personal  property  taxes,
levies and assessments) the Common Area as hereinabove provided.

         Tenant's pro rata share of the Common Area Maintenance Costs shall be a
fraction,  the  numerator  of which  shall be the total  gross  leaseable  floor
area(expressed-in  square feet) of Tenant's  Building,  which area shall include
the area  covered by  Tenant's  drive-through  window  facilities  but shall not
include  Tenant's  parking area, and the denominator of which shall be the gross
leasable  floor area  (expressed  in square feet) of all  buildings  constructed
within the Shopping  Center.  For each calendar  year or part thereof  occurring
during the Initial Term or any extensions of this Lease, Landlord shall have the
right  to make a good  faith  estimate  of  Tenant's  share of the  Common  Area
Maintenance  Costs for the  upcoming  calendar  year and upon fifteen (15) days'
written  notice  to Tenant  to  require  the  payment  by Tenant of  one-twelfth
(1/12th) of such amount on the first (Ist) day of each month during the calendar
year in question.  By April I of each calendar year during the Lease term, or as
soon  thereafter as practical,  Landlord  shall furnish to Tenant a statement of
Common Area Maintenance Costs for the prior calendar year, including therein the
calculation  of any additional  amount owed by Tenant to Lnadlord,  which amount
shall be promptly paid by Tenant to Landlord,  as additional  rent.  Any amounts
owed by Landlord to Tenant  because of  overpayment  by Tenant shall be promptly
<PAGE>
refunded as long as Tenant is not in default hereunder. If, for any reason other
than the default of Tenant,  this Lease shall  terminate on a day other than the
last day of a calendar year, the additional  rent payable by Tenant  pursuant to
this  Section  22.3 shall be prorated on the basis which the number of days from
the  commencement of such calendar year to and including such  termination  date
bears to three hundred  sixty-five (365).  During any calendar year Landlord may
revise Tenant's Common Area Maintenance  Costs which are currently being paid if
it appears to Landlord that the actual Common Area  Maintenance  Costs will vary
from the anticipated Common Area Maintenance Costs by five percent (5%) or more.

          21.3 Rules and Regulations
          --------------------------

         Tenant agrees that Landlord has the right, at any time and from time to
time,  for the general  welfare of the Shopping  Center and its  -occupants,  to
impose  reasonable  rules and regulations of general  application  governing the
conduct of occupants of the Shopping  Center and their use of the Common  Areas.
Tenant agrees to comply with any and all such rules and  regulations  imposed by
Landlord,  including,  without limitation, those rules and regulations set forth
in Exhibit "'D" .


23. GENERAL PROVISIONS.
-----------------------

         23.1 Notices
         ------------

         Every notice, demand, request, designation,  consent, approval or other
document or  instrument-required or permitted to be served hereunder shall be in
writing,  shall be deemed to have been duly  delivered,  if sent by mail, on the
third (3rd) day after  mailing and shall be hand  delivered or sent by certified
or registered  United States mail,  postage prepaid,  return receipt  requested,
addressed to the parties hereto as their addresses appear below:

If to Landlord:                 Zarernba CenterPoint Cornpany
                                5881 Glenridge Drive, Suite 140
                                Atlanta, Georgia 30328
                                Attn: Charles Miller

With a copy to:                 Zaremba Management Corporation
                                c/o Zaremba Corporation
                                14600 Detroit Avenue
                                Lakewood, Ohio 44107

If to Tenant:                   Guaranty State Bank
                                Post Office Box 1731
                                Durham, North Carolina
                                Attn: Charles J. Stewart 27702


With a copy to: Tenant's Manager at the Shopping Center
<PAGE>
         Either  party may  change  the place for  notice,  or  provide  for the
delivery of not more than two (2)copies,  by giving the other party at least ten
(10)days' prior written notice to such effect.

         23.2 Estoppel Certificates
         --------------------------

         Each party  agrees  from time to time upon not less than ten (10) days'
prior notice from the other, to execute,  acknowledge and deliver,  to the other
party,  a statement in writing  certifying (i) that this Lease is unmodified and
in full force and effect (or, if there have been modifications,  identifying the
s 'ame by the date thereof and specifying  the nature  thereof) (ii) that to the
knowledge of such party no uncured  Event of Default  exists  hereunder  (or, if
such uncured Event of Default does exist,  specifying the same); (iii) the dates
to which the Annual  Rental and other sums and charges  payable  hereunder  have
been paid;  (iv) that such party,  to its  knowledge,  has no claims against the
other party  hereunder  except for the continuing  obligations  under this Lease
(or, if such party has any such claims, specifying the same); (v) whether or not
there are then existing any offsets or defenses  against the  enforcement of any
of the terms,  covenants or conditions  hereof;  and (vi) any other  information
reasonably requested by the other party.

         23.3 Force Majeure.
         -------------------

         Notwithstanding that time is of the essence for the performance of each
and every act to be performed by either party  hereunder,  the time within which
either  party hereto shall be required to perform any act under this Lease shall
be  extended  by a period  of time  equal to the  number  of days  during  which
performance  of such act is delayed  unavoidably by strikes,  lockouts,  Acts of
God,  governmental  restrictions,  failure or inability  to secure  materials or
labor by reason of priority or similar  regulation or order of any  governmental
or  regulatory  body,  enemy  action,  civil  disturbance,   fire,   unavoidable
casualties  or any other cause  beyond the  reasonable  control of either  party
hereto.

         23.4 Waivers.
         -------------

No delay or omission by either  party  hereto in  exercising  any right or power
accruing upon the  noncompliance  or failure of  performance  by the other party
hereto under the  provisions  of this Lease shall impair any such right or power
or be construed to be a waiver  thereof.  A waiver by either party hereto of any
of the covenants,  conditions or agreements  hereto to be performed by the other
party shall not be construed as a waiver of any succeeding breach of the same or
any other covenants, agreements, restrictions and conditions hereof.

         23.5 Modifications
         ------------------

         Any alteration, change or modification of or to this Lease, in order to
become effective,  shall be made by written instrument or endorsement hereon and
in each such instance  executed on behalf of the party against whom  enforcement
is sought.
<PAGE>
         23.6 Applicable Law
         -------------------

         This Lease shall be governed by, and construed in accordance  with, the
laws of the state in which the Leased Land is situated.

         23.7 Partial Invalidity
         -----------------------

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

         23.8 Brokerage Commission
         -------------------------

         Landlord  represents  and warrants that no real estate  broker,  agent,
commission salesman,  or other person other than Allenton Realty has represented
in the negotiations for and procurment of this Lease and of the Leased Premises,
and that no commissions,  fees or compensationof any kind are due and payable in
connection  herewith to any real estate broker,  agent,  commission  salesman or
other person (even  including the broker or other person or firm excluded  above
from the warranting  party's warranty of no broker) except if and only as may be
provided in a separate written commission  agreement signed  simultaneously with
or before this lease by the party against whom the commission or compensation is
charged.  Each party agrees to indemnify and hold the other  hereunder  harmless
from and  against  any claim  for any such  commissions,  fees or other  form of
compensation by any such third party claiming  through the  indemnifying  party,
including,  without limitation,  any and all claims, causes of action,  damages,
costs and expenses (including reasonable attorneys' fees), associated therewith.

         23.9 Covenants Running with the Land
         ------------------------------------

         All of the covenants, agreements, conditions and restrictions set forth
in this Lease are intended to be and shall be  construed  as  covenants  running
with the land,  binding upon,  inuring to the benefit of and  enforceable by the
parties hereto and their successors and permitted assigns.

        23.10  Section Headings.
        ------------------------

         The  section  headings  of this  Lease  are  inserted  as a  matter  of
convenience and reference only and in no way define, limit or describe the scope
or intent of this Lease or in any way affect the terms and provisions hereof.

         23.11 Gender
         ------------

         The use herein of (i) the  singular  number shall be deemed to mean the
plural;  (ii) the  masculine  gender  shall be  deemed to mean the  feminine  or
neuter;  and (iii) the neuter  gender  shall be deemed to mean the  masculine or
feminine whenever the sense of this Lease so requires.
<PAGE>
         23.12  Memorandum of Lease.
         ---------------------------

         A short  form  or  memorandum  of  this  Lease,  incorpor-  ating  this
indenture of Lease by reference, shall be executed, acknowledged and recorded at
the  commencement  date of the  interim  Term of this  Lease  setting  forth the
parties hereto,  the legal  description of the Leased  F'remises  (including all
rights,  privileges and easements appurtenant  thereto),  the term of this Lease
and the options granted to Tenant hereunder if so requested by Landlord.

         23.13  Surrender and Quitclaim at End of Term.
         ----------------------------------------------

         Upon the end of the term of this  Lease,  as  provided  herein,  or any
extension or renewal  thereof,  or sooner  termination of this Lease pursuant to
any provisions herein or by operation of law, Tenant shall surrender to Landlord
all and  singular  the Leased  Premises,  including  Tenant's  Building  and all
improvements  constructed  upon the  Leased  Land,  and  Tenant  shall  execute,
acknowledge  and deliver to Landlord  within five (5) days after written  demand
from Landlord to Tenant,  any quitclaim deed or other  document  required by any
title company to remove the cloud of this Lease from the Leased Premises.

         Should Tenant remain in  possession  of the Leased  Premises  after the
expiration  or other  termination  of the term of this Lease and any renewals as
provided  herein,  it shall be a tenant at will,  at a rental equal to twice the
Annual  Rental  then  payable  hereunder,  and  otherwise  on the same terms and
conditions as herein provided. Nothing herein shall be construed as constituting
Landlord's consent or approval to any such holdover,  nor operate to preclude or
inhibit the exercise by Landlord of all of its rights and remedies  hereunder or
available under applicable law to dispossess or evict Tenant.  There shall be no
renewal of this Lease by operation of the law.

         23.14   Attorneys' Fees
         -----------------------

         In the event any action is brought by  Landlord to recover any rent due
and unpaid hereunder or to recover possession of the Leased Premises,  or in the
event any action is brought by Landlord or Tenant,  against the other to enforce
or for the breach of any of the terms, covenants or conditions contained in this
Lease, the prevailing party shall be entitled to recover  reasonable  attorneys'
fees to be fixed by the court, together with costs of suit therein incurred.

         23.15  Relationship of Parties.
         -------------------------------

         The  relationship of the parties hereto is that of Landlord and Tenant,
and it is expressly understood and agreed that Landlord shall not in any way nor
for any purpose be deemed a partner of Tenant or a joint venturer with Tenant in
the conduct of Tenant's  business or otherwise,  and that the  provisions of any
agreement  between  Landlord and Tenant relating to rent are made solely for the
purpose of  providing a method  whereby  rental  payments are to be measured and
ascertained.
<PAGE>
         23.16 Corporate Authority.
         --------------------------

         In the  event  either  party  to  this  Lease  is a  corporation,  each
individual  executing  this Lease on behalf of said  corporation  represents and
warrants that he or she is duly  authorized to execute and deliver this Lease on
behalf of said corporation,  in accordance with a duly adopted resolution of the
Board of Directors of said  corporation or in accordance with the Bylaws of said
corporation,  and that this Lease is binding upon said corporation in accordance
with its terms.

         23.17  Consents and Approvals.
         ------------------------------

         Wherever  the consent or approval  of either  party is provided  for in
this Lease, such consent or approval shall be given in writing to the requesting
party,  and each  party  agrees to not  unreasonably  withhold  such  consent or
approval unless specifically provided to the contrary herein.

         23.18 Addendum.
         ---------------

         Amendments  to this Lease must be in writing and signed by the parties,
and the same may be attached  as addenda to this  Lease,  and the same when made
and attached shall be deemed incorporated herein and made a part hereof.

         23.19  Definitions.
         -------------------

         The words "mortgage",  "trust deed", "deed to secure debt" and "deed of
trust" are used  interchangeably,  as are the words  "mortgagee",  "trustee" and
"grantee  under deed to secure debt" or "grantee  under trust deed".  Similarly,
"mortgage"  includes security  agreements,  UCC-1 financing  statements and like
security instruments.

         23.20 Condition of Tenant's Obligations.
         ----------------------------------------

         Tenant's  obligations  under this  Lease are  conditional  upon  Tenant
securing,  pursuant to Section 4.2 above,  the  approval of the Federal  Deposit
insurance   Corporation  and  of  The  North  Carolina   Commissioner  of  Banks
(collectively,  the "Authorizations") necessary for the construction of Tenant's
Work and the operation of a branch bank. Tenant shall diligently pursue securing
the Authorizations.

         If said condition has not been  satisfied  within ninety (90) days from
the  execution  of this  Lease,  Tenant or  Landlord  shall  have the  option to
terminate this Lease at any time  thereafter  but prior to Tenant's  delivery of
written  evidence to Landlord that it has waived or satisfied  said  unsatisfied
condition.
<PAGE>

         23.21 Special Stipulations
         --------------------------

         The  provision  of the  Special  Stipulations  set forth in Exhibit "F"
attached hereto and by this reference made a part hereof shall, to the extent in
conflict with the terms of this lease, control.

                                       IN

WITNESS  WHEREOF,  the parties hereto have executed this Lease as of the day and
year above written.


                                               LANDLORD:


                                               ZT-Durham Associates, #1,
                                               a joint venture existing under
                                               the general partnership
                                               laws of North Carolina

                                               By: Durham Retail Associates,
                                                   a North Carolina limited
                                                   partnership, General Partner
                                               By: Center Point Southern,
                                                   Inc., a Georgia corporation
                                                   General Partner
                                               By: S/S Charles Miller, President
                                                   ------------------
                                                   Charles Miller

                                               CORPORATE SEAL


<PAGE>


                                 EXHIBIT "A-1"

                    LEGAL DESCRIPTION OF THE SHOPPING CENTER
                    ----------------------------------------



              [SURVEYORS DESCRIPTION OF PROPERTY WITH COORDINATES]
<PAGE>






                                 EXHIBIT "A-2"

                               LEGAL DESCRIPTION
                       LEASE AREA REATAIL "E' OUT PARCEL



              [SURVEYORS DESCRIPTION OF PROPERTY WITH COORDINATES]


<PAGE>









                                 EXHIBIT "A-3"

                           SHOPPING CENTER SITE PLAN

                                 [GRAPHIC-MAP]





<PAGE>
                                   EXHIBT "B"


                            PLANS AND SPECIFICATIONS
                            ------------------------


         1.  Those  certain  Drawings  preparted  for  Guaranty  State  Bank  by
Brockwell/Hoke Architects,  Inc., Architects and Planners, dated August 5, 1987,
consisting of Sheets C-1;  SD-1;  A-1 through A-8; S-1 and S-2; E-1 through E-5;
HAC; P-1; and LEF-1 through LEF-6 (including LEF-1a and LEF-2a).

         2. Those  certain  Construction  Documents  for  Guaranty  state  Bank,
Westgate Shopping Center,  Durhan, N.C., prepared by Brockwell/Hoke  Architects,
Inc.,  Architects  and  Planners,  dated August 5, 1987,  as amended by Addendum
(No.1) dated August 7, 1987.

<PAGE>
                                  EXHIBIT "C"



                                [GRAPHIC-MAP]


<PAGE>
                                   EXHIBIT "D"

                             RULES AND REGULATIONS
                             ---------------------

         1.  Tenant  shall not,  (i) conduct or permit any fire,  bankruptcy  or
auction sale (whether real or fictitious)  unless  directed by. order of a court
of competent  jurisdiction,  or conduct or permit any  legitimate  or fictitious
"Going Out of Business"  sale nor  represent  or advertise  that it regularly or
customarily   sells   merchandise  at   "manufacturer's,"   "distributor's"   or
"wholesale,"  "warehouse,"  or similar  prices or other than at "offprice" or at
"retail" prices; (ii) use, or permit to be used, the malls or sidewalks adjacent
to such premises, or any other area outside the premises for solicitation or for
the sale or display of any  merchandise  or for the  distribution  of handbills,
fliers or other  similar  materials,  or for any other  business,  occupation or
undertaking,  or for  outdoor  public  meetings,  circus or other  entertainment
(except for  promotional  activities in  cooperation  with the management of the
Shopping Center or an association of merchants within the Shopping Center or for
promotions sponsored by Burger King Corporation); (iii) use or permit to be used
any sound  broadcasting  or amplifying  device which can be heard outside of the
premises  (other  than  devices  necessary  for  drive-through  service)  or any
flickering  lights; or (iv) use or permit to be used any portion of the premises
for any unlawful purpose or use or permit the use of any portion of the premises
as regular  living  quarters,  sleeping  apartments  or lodging rooms or for the
conduct of any manufacturing business.

         2.  Tenant  shall  not  obstruct  any  sidewalks,   passages,   exists,
entrances,  truck ways,  loading docks,  package  pick-up  stations,  pedestrian
sidewalk  and ramps,  first  'aid and  comfort  stations,  or  stairways  of the
Shopping  Center.  No tenant and no employee  or invitee of any tenant  shall go
upon the roof of the Shopping Center without notifying the Landlord.

         3. Tenant shall not install, maintain or operate or in any common areas
under the control of Tenant any vending machine or video game without Landlord's
prior written consent.

         4. Tenant  shall store all its trash and garbage in  containers  within
its premises  and/or in the portion of the Common Areas  designated by Landlord.
Tenant shall not place in any trash box or receptacle  any material which cannot
be  disposed  of in the  ordinary  and  customary  manner of trash  and  garbage
disposal.  All  garbage and refuse  disposal  shall be made in  accordance  with
directions issued from time to time by Landlord.

         5.  Tenant and  Tenant's  employees  shall park thier cars only in such
portion of the parking area designed for those purposes by the Landlord. Tenant,
from  time to time,  upon  Landlord's  request,  shall use its best  efforts  to
furnish  Landlord with state  automobile  license  numbers  assigned to Tenant's
employees within five (5) days after taking  possessionof the premises and shall
thereafter notify the Landlord of any changes within five (5) days after changes
ocur. In the event that the Tenant or its  employees  fail to park their cars in
designated  parking  areas as  aforesaid,  then the Landlord at its option shall
charge the Tenant Ten Dollars ($10.00) per days or partial day per car parked in
any area other  than that  designated.  Landlord  agrees to  designate  employee
parking  areas  in  locations  that  do  not  unreasonably  interfere  with  the
availability of customer parking for Tenant's Building.
<PAGE>
         6.  Landlord  may waive any one or more of these Rules and  Regulations
for the  benefit of any  particular  tenant or  tenants,  but no such  waiver by
Landlord  shall be construed as a waiver of such Rules and  Regulations in favor
of any other tenant or tenants,  nor prevent Landlord from thereafter  enforcing
any such Rules and Regulations against any or all of the tenants of the Shopping
Center.

         7. These Rules and  Regulations  are in  addition  to, and shall not be
construed  to in any way  modify  or  amend,  in whole or in  part,  the  terms,
covenants,  agreements  and  conditions of any lease of premises in the Shopping
Center.

         8.  Tenant  shall  be  responsible  for  the  observance  of all of the
foregoing rules by Tenant's employees and agents.

         9.  Trailers  or  trucks  shalll  not be  permitted  to  remain  parked
overnighht  in any area of the  Shopping  Center,  whether  loaded,  unloaded or
partially loaded.  No parking shall be permitted of any trailer,  truck or other
vehicle  in any  area  of the  Shopping  Center  at any  time  for  purposes  of
advertising or promotion without Landlord's written permission.

         Tenant agrees to comply with all reasonable additional and supplemental
rules and regulations upon notice of same from the Landlord.
<PAGE>



                                  EXHIBIT "E"




                              TOYS 'R US SITE PLAN

                                 [GRAPHIC-MAP]
<PAGE>

                                  EXHIBIT "F"

                              SPECIAL STIPULATIONS
                              --------------------

         1.  Notwithstanding  anything to the  contrary  contained in the Lease,
fixed monthly rental for that portion of the Initial Term that falls in calendar
year 1987 shall  partially abate to a rate of One Thousand Two Hundred Fifty and
No/100 Dollars  ($1,250.00) per month; to the extent that the calendar year 1987
portion of the Initial Term consists of a partial month,  such partially  abated
monthly rental shall be prorated on a per them basis.