EXHIBIT 10.7

5-30-00
-------
                                      LEASE
                                      -----


     THIS  LEASE,  made and entered into as of the 31st day of May, 2000, by and
                                                   ----
between  Washington  Square  Green Bay LLC, 660 W. Washington Avenue, Suite 303,
Madison,  Wisconsin  53703, (hereinafter referred to as the "Lessor"), and Green
Bay  Financial  Corporation  (hereinafter  referred  to  as  the  "Lessee").

                                   WITNESSETH:

     WHEREAS,  the  Lessor  has  the legal right to lease the parcel of land and
building  located  at  118 South Washington Street, Green Bay, Wisconsin, 54301,
(hereinafter  referred  as  the  "Property");  and,

     WHEREAS,  Lessee wishes to lease premises consisting of approximately 7,150
square  feet,  more  or less, located on the first floor of the Property, all as
outlined  on  the  floor  plans  marked  as  Exhibit  "A",  attached  hereto and
incorporated  herein  by  reference  (the  "Leased  Premises");

     NOW,  THEREFORE,  for  good  and  valuable  consideration  the  receipt and
sufficiency  of  which  is hereby acknowledged, Lessee does hereby take and hire
from  Lessor  and  does  hereby  covenant,  promise,  and  agree  as  follows:

     1)   LEASED PREMISES: The Lessor does hereby demise and lease to the
          ----------------
Lessee  and  the  Lessee  leases  and  takes  from  the  Lessor,  subject to the
conditions of this Lease, that part of the Property defined above as the "Leased
Premises",  together  with  non-exclusive  rights, in common with such others as
Lessor  shall  solely  determine,  of  ingress  and  egress  through  all common
entrances  and  exits now existing or from time to time hereafter established by
Lessor.

     Lessee  acknowledges  that Lessor requires the consent of Green Bay Title &
Abstract,  Inc.  to  modification  of  the  condominium plan to relocate certain
common areas.  Lessor shall have three (3) days after approval of Lessee's plans
and specifications for the Internal Improvements to provide the required consent
to  any amendment of the condominium documents to accommodate Lessee's plans for
the  Interior  Improvements.  If  Lessor  does not provide Lessee with a copy of
such  consent  within  such  three  (3) days or if Lessor is otherwise unable to
accommodate  approved  plans  and  specifications of Lessee, Lessee, at Lessee's
option,  may  declare this Lease null and void and Lessor shall reimburse Lessee
for all costs and fees incurred by Lessee in the preparation of all of the plans
and  specifications  for  the  Interior  Improvements.

     2)   TERM AND RIGHT TO RENEW: The term of this Lease shall be for be for
          -----------------------
five  (5) years commencing on September 1, 2000.  This date shall be hereinafter
referred to as the "Occupancy Date".  Lessee shall have two (2) options to renew
this  Lease  for  additional term of three (3) years each.  Said option shall be
deemed  exercised if Lessee gives Lessor written notice of its election to renew
this Lease on or before one hundred eighty (180) days prior to the


<PAGE>
expiration  of  the original or extended lease term. Said lease renewal shall be
on  the  same  terms  and  conditions as are set forth herein. Base Rent for the
renewal  terms  shall  be  as  set  forth  in  Exhibit  "B", attached hereto and
incorporated  herein  by  reference.  The  term Lease Year shall be defined as a
period  of  twelve  (12) consecutive calendar months commencing on the Occupancy
Date.

      Upon  execution  of  this  Lease,  Lessee  and  its designated architects,
contractors,  materialmen  and any other persons reasonably required to make the
Interior Improvements as defined herein shall be allowed access to the premises.

     3)   ACCEPTANCE  OF  PREMISES:  The  execution  hereof  by the Lessee shall
          ------------------------
constitute  an  acceptance  of the Leased Premises and an acknowledgement by the
Lessee  that  the  Leased  Premises are in the condition provided for under this
Lease and are acceptable to Lessee.  This paragraph shall not be construed so as
to  relieve  the Lessor from his obligation to repair and maintain in accordance
with  paragraph  (7)(b)  below.

     4)   RENT  AND  SECURITY  DEPOSIT:  The Lessee will pay the Lessor the Rent
          --------------------------
and  Security Deposit set forth in Exhibit "B", attached hereto and incorporated
herein  by  reference,  and  any additional rent described in this Lease, at the
dates  and  times  prescribed.  The obligation to pay rent shall commence on the
Occupancy  Date.  All  other  rental  payments  to  the  Lessor shall be made in
advance  on  the  first  day  of  each  month.

     5)   INSURANCE AND INDEMNITY:
          -------------------------

     As additional rent:

     i)   Insurance and Indemnity:

          a)   Lessee  shall  procure  and  maintain  policies  of  liability
insurance,  at  its  own  cost  and  expense, throughout the term of this Lease,
insuring  Lessor  and  Lessee  from all claims, demands or actions made by or on
behalf  of  any person or persons, firm or corporation and arising from, related
to  or  connected  with  the  Leased  Premises, for bodily injury to or personal
injury  to  or  death  of  any person, or more than one person, or for damage to
property  in  an amount of not less than $1,000,000.00 combined single limit per
occurrence.  Said  insurance shall be written on an "occurrence" basis and not a
"claims  made"  basis. If at any time during the term of this Lease, Lessee owns
or  rents  more  than  one  location,  its  liability  policy  shall  contain an
endorsement  to  the  effect  that the aggregate limit in the policy shall apply
separately to each location owned or rented by Lessee. Said insurance shall also
fully  cover  the  indemnity  set  forth in subparagraph (e) below. Lessor shall
provide  liability  insurance in amounts at least equal as those required of the
Lessee  and  the  Lessor  shall  maintain  in force casualty insurance providing
replacement  value  coverage  for physical damage to the Building for incidences
not  required  to  be  covered  by  Lessee's  insurance.

          b)   The Lessee agrees to notify the Lessor in writing if it is unable
to  procure  all  or some part of the insurance, and if the Lessor shall procure
such  insurance,  then  the  Lessee


                                        2
<PAGE>
will,  within  three (3) days after receiving written notice, pay the Lessor the
amount  of  the  premiums  paid.

          c)   All policies of insurance provided for or contemplated by this
paragraph  shall  name  the  Lessor  and  the  Lessee  as insureds or additional
insureds,  as  their  respective  interests may appear. In addition, all of such
policies  shall  contain  endorsements  by  the  respective  insurance companies
waiving  all  rights  of  subrogation, if any, against the Lessor. Said policies
shall  further provide that they are not cancelable except upon thirty (30) days
written  notice  to  Lessor.  On  or before Lessee occupies the Leased Premises,
Lessee shall provide Lessor the endorsements evidencing the coverage required of
Lessee  hereunder.

          d)   If Lessee, with express written permission of Lessor, occupies
all  or  any  part  of the Leased premises prior to the Occupancy Date, Lessee's
obligations  hereunder  shall commence as of said date, and all terms, covenants
and conditions of this Lease, except with respect to payment of Base Rent, shall
be  deemed  in  full  force  and  effect  as  of  said  date.

          e)   The Lessee shall defend, indemnify, and hold the Lessor harmless
against  any  and  all  claims, damages and lawsuits arising after the execution
hereof,  and  any  orders,  decrees  or  judgments which may be entered therein,
brought  for  damages  or alleged damages resulting from any injury to person or
property  or  from  loss  of  life  sustained in or about the Leased Premises of
whatever nature, caused by, or resulting from any act, omission or negligence of
the  Lessee  or  any  employee  or agent of the Lessee.  In addition, the Lessee
agrees  to  save the Lessor harmless from, and indemnify the Lessor against, any
and all injury, loss, or damage, including any reasonable attorney fees incurred
by  Lessor  in  connection  with  any  such  matter or claim for injury, loss or
damage,  of  whatever  nature, to any person or property caused by, or resulting
from  any  act, omission or negligence of the Lessee or any employee or agent of
the Lessee.  In addition, the Lessee hereby releases the Lessor from any and all
liability  for any loss or damage caused by fire or any of the extended coverage
casualties except in cases of Lessors negligence.  In addition, the Lessor shall
be  exempt  from  any  and all liability for any damage or, injury to persons or
property  caused  by or resulting from steam, electricity, gas, water, rain, ice
or  snow, or any leak or flow from or into any part of said building or from any
damage  or  injury  resulting  or arising from any cause or happening, except in
cases  of  Lessors  negligence.

     6)   SUBLEASING OR ASSIGNMENT: The Lessee may sublease, sell, assign, or
          ------------------------
transfer  the  whole  or  any  part  of its interest in this Lease or the Leased
Premises  to  a  service  business  other  than retail food and beverage vending
business  with  the  prior  written  consent of the Lessor, which consent Lessor
shall  not  unreasonably withhold.  Specifically, without limitation, Lessee may
assign  this  Lease to Nicolet National Bank.  Lessor will not allow a sublease,
sale,  assignment  or transfer to an adult entertainment type business including
but  not  limited  to  an  adult  bookstore  and/or pornographic video retailer.
Lessee shall not permit any interest in the Leased Premises to be transferred by
law  or  otherwise.


                                        3
<PAGE>
     7)   REPAIRS AND MAINTENANCE:
          ------------------------

          a)   Lessee covenants and agrees to keep and maintain in good order,
condition  and repair the interior of the Leased Premises during the term of the
Lease,  and  further agrees that the Lessor shall be under no obligation to make
any  repairs  or  perform any maintenance to the interior of the Leased Premises
unless  specifically  provided  for herein or unless such repairs or maintenance
are  necessitated  by  the  negligent  acts of Lessor.  The Lessee covenants and
agrees  that  it shall be responsible for janitorial service and window cleaning
to  the  Leased  Premises  of  such frequency as may be required to maintain the
interior  of  the  Leased Premises and the interior and exterior glass in a neat
and  clean condition.  Lessee shall be responsible for maintenance and repair of
non-structural interior walls, plate glass (including display windows), ceiling,
and  any  trade  fixtures  or other personal property, Interior Improvements (as
defined  in paragraph (22) below) mechanical equipment which Lessee installs or,
has  as part of the final finish, placed in the Leased Premises.  Lessee, if not
in  default under this Lease, may upon termination hereof remove all of Lessee's
trade  fixtures,  personal  property  and  equipment  from  the  Leased Premises
provided  that Lessee repairs any damage caused by such removal and restores the
Leased  Premises  to  the  condition  existing  as  of  the date said items were
installed  in  the  Leased  Premises.  Upon  termination  of  this Lease for any
reason,  Lessee  shall  not  remove  any  Interior Improvements, as that term is
defined in paragraph (22) below.  All such Interior Improvements shall remain to
and  for  the  benefit  of  the  Lessor,  and Lessor shall be deemed to own said
Interior  Improvements free and clear of all liens and encumbrances effective on
the  date this Lease terminates.  Failure to remove any property which Lessee is
obligated or entitled to remove upon termination hereof on or before thirty (30)
days after termination of this Lease shall be conclusive evidence of abandonment
of  said  property  by  Lessee  and  title to the same shall immediately vest in
Lessor.

          b)   Lessor agrees to be responsible for maintenance and repair of all
structural  components  of  the  Property  and the common areas of the Property.

          c)   If the Lessee refuses or neglects to commence or complete repairs
required  of  Lessee  under Paragraph (7)(a) above, promptly and adequately, the
Lessor  may,  but  shall  not be required to, do so and the Lessee shall pay the
cost thereof to Lessor upon demand as additional rent, provided such repairs are
consistent  with  the  nature  and  quality  of the damaged item(s).  The Lessee
further  covenants  and agrees that Lessee shall not permit material alterations
of  or upon any part of the Leased Premises except by and with the prior written
consent  of  the  Lessor.  Any permitted alterations and additions to the Leased
Premises  shall  be  made  in  accordance  with  all  applicable laws, codes and
ordinances,  and  shall remain for the benefit of the Lessor except as otherwise
provided  for  in  this Lease or in said written consent; and the Lessee further
agrees, in the event of making such alterations as herein provided, to indemnify
and  save  harmless  the  Lessor  from  all expense, liens, claims or damages to
either  persons  or  property or the Leased Premises arising out of or resulting
from  the  undertaking or making of said alterations or additions, except to the
extent  they  result from the acts or omissions of Lessor, and to allow no liens
or  other  encumbrances  to  be  placed against said Leased Premises as a result
thereof.


                                        4
<PAGE>
     8)   TAXES: Lessor shall  be  responsible  for  the  prompt  payment of all
          -----
real  estate  taxes in regard to the Leased Premises and any special assessments
or other charges assessed against the Leased Premises for which the owner of the
real  estate  would otherwise be liable.  Lessee shall promptly pay all personal
property  taxes  attributable  to  the  personal  property and trade fixtures of
Lessee  and  shall  pay  all  sales taxes that may be assessed in the conduct of
Lessee's  business.

     9)   COMPLIANCE WITH LAWS AND REGULATIONS:  The  Lessee  will  comply  with
          ------------------------------------
all  statutes,  ordinances,  rules,  order,  regulations and requirements of all
federal,  state,  city  and  local  governments, and with all rules, orders, and
regulations  of  the  applicable  Board  of  Fire  Underwriters.

     10)  SIGNS:  The  Lessee  shall  have  the right, at Lessee's sole cost and
          -----
expense,  to  install and maintain a sign advertising the Lessee's business. Any
sign shall conform to the Lessor's Sign Criteria and shall be properly permitted
by  all  governmental  entities  having  jurisdiction.  The  exact size, design,
configuration  and  location  of  the  sign  shall  be subject to Lessor's prior
written  approval,  which  approval  shall  not  be  unreasonably  withheld.

     11)  SUBORDINATION:
          -------------

          a)   The  Lessor  reserves  the  right  and  privilege  to subject and
subordinate this Lease at all times to the lien of any mortgage or mortgages, or
other  security  interest, now or hereafter placed upon the Lessor's interest in
the  Leased  Premises and on the land and buildings of which the Leased Premises
are a part, and to any and all advances to be made under such mortgages, and all
renewals,  modifications,  extensions,  consolidations  and replacements thereof
provided  that,  notwithstanding  such  subordination,  as  long as Lessee is in
compliance  with  the  terms  of  this Lease, Lessee shall have the right to the
quiet  enjoyment  of  the  Premises  and the full benefits of this Lease for the
initial  term  and  any  renewal  thereof.

          b)   The subordination  provision contained in this paragraph shall be
self-operative,  and  no other instrument shall be required hereunder.  However,
the  Lessee  covenants  and  agrees  to  execute  and deliver, upon demand, such
further  instrument  or  instruments  subordinating  this Lease on the foregoing
basis  to  the lien of any such mortgage or mortgages as shall be desired by the
Lessor  and hereby irrevocably appoints Lessor the attorney-in-fact of Lessee to
execute  and  deliver  such instrument or instruments for and in the name of the
Lessee, in the event Lessee shall fail to execute such instrument or instruments
within ten (10) days after written notice, to so do in Lessee's place and stead.

     12)  CONDEMNATION OR EMINENT DOMAIN:
          -------------------------------

          a)   In  the  event that all of the Leased Premises shall be condemned
or  taken by eminent domain by any authority having the right of eminent domain,
or  if  purchased  by  such  authority  in  lieu  of condemnation of said Leased
Premises,  then  the term of this Lease shall cease and terminate as of the date
title  vests in the condemnor and all rentals shall be paid up to that date, and
the Lessee shall have no claim against the Lessor for the value of any unexpired
term


                                        5
<PAGE>
of  the  Lease  but  Lessee shall be entitled to the portion of the condemnation
award  attributed  to  the  leasehold  improvements.

          b)   In  the  event  part  of  the  Leased  Premises shall be taken by
eminent  domain  by  any  authority  having  the  right of eminent domain, or if
purchased by such authority in lieu of condemnation of said Leased Premises, and
such purchase or taking shall, in the reasonably exercised opinion of Lessor and
Lessee,  render the remainder of the Leased Premises unsuitable for the business
of the Lessee, then the term of this Lease shall cease and terminate at the same
time and in the same manner as if the entire Leased Premises had been taken, and
the Lessee shall have no claim against the Lessor for the value of any unexpired
term  of  the  Lease  but  Lessee  shall  be  entitled  to  the  portion  of the
condemnation  award  attributed  to  the  leasehold  improvements.

          c)   In  the  event  a  partial taking of the Leased Premises does not
render  the  remainder  of  the  Leased  Premises  unsuitable, in the reasonably
exercised  opinion of the Lessor and the Lessee, for the business of the Lessee,
this  Lease  shall  continue in force subject only to a reasonable adjustment of
rental  for  the  portion  taken  which  adjustment  shall  not be less than the
pro-rata amount of the rent based on the ratio between the total original square
footage  and  the  square  footage  taken.

          d)   In  the  event  that  the  Lessee  and the Lessor cannot agree on
whether  the Leased Premises has been rendered unsuitable by a partial taking or
on  what  constitutes  a  reasonable  adjustment  of  rental,  as  required  by
subparagraph  (c),  the  amount  of  such  adjustment  shall  be  determined  by
arbitration  according  to  the  Wisconsin  Arbitration  Act.  The  arbitrator's
decision and award of a dispute and/or controversy shall be in writing and shall
be  final  and  binding  on  the  Lessee  and  Lessor,  and  the decision of the
arbitrator  shall be deemed to be a judgment and/or decree and may be entered as
such  in  any court of competent jurisdiction. Green Bay, Wisconsin shall be the
place  of  any  arbitration  proceeding  held  hereunder.

     13)  RIGHT  TO  INSPECT:  The  Lessor  reserves  the  right  to enter upon,
          ------------------
inspect  and  examine  the  Leased  premises  at  any  time,  upon  reasonable
notification to Lessee of not fewer than 24 hours, and the Lessee agrees, within
one  hundred  twenty  (120)  days  of the termination of the Lease, to allow the
Lessor  access to the Leased Premises to show the premises and to place a 3 feet
by  4  feet "For Rent" signs on the Leased Premises which shall not unreasonably
obstruct  the  Lessee's  storefront  appearance.

     14)  DESTRUCTION OF PREMISES:
          ------------------------

          a)   If,  during  the  term  of this Lease, the Leased Premises or the
Property  is  totally  or  partially destroyed by fire or the elements, so as to
render the Leased Premises wholly unfit for occupancy, or makes it impossible to
conduct the business of the Lessee thereon, and if the Leased Premises cannot be
repaired  within  ninety  (90)  days  from  the date of the damage, or if Lessor
decides,  within  a  reasonable  time,  not  to  exceed thirty (30) days, not to
rebuild,  then  the  Lessee or the Lessor shall have the right to terminate this
Lease  from  the  date  of  such damage or destruction by giving the other party
written  notice.  Upon  the  giving of such notice, the Lessee shall immediately
surrender  the  Leased  premises  and all interest therein to the Lessor, and in


                                        6
<PAGE>
case  of  any such termination, the Lessor may re-enter and repossess the Leased
Premises  discharged  of  this  Lease,  and  may  dispossess all parties then in
possession thereof, provided, however, that Lessee shall have a period of thirty
(30)  days  from termination to remove all personal property/trade fixtures from
the  Leased  Premises.  In  the  event  the  Leased  Premises shall be repaired,
restored  and  rebuilt by Lessor at its own sole cost and expense, within ninety
(90)  days  from  the  date of destruction, then all rents payable by the Lessee
shall  be  terminated  during the period of repair and restoration.  In no event
shall  the Lessor be required to repair, rebuild and restore the Leased Premises
at  a  cost  greater than the net proceeds of monies received from any insurance
policy  or  policies covering such loss or damages.  The Lessor shall repair the
Leased Premises with all reasonable speed, and the rents shall recommence on the
date  that  the  repairs  are completed and the Lessor has given five days prior
written  notice  to  Lessee  that  the  Premises  are  again  fit for occupancy.

          b)   If  the  damage  does  not  render  the Leased Premises unfit for
occupancy,  then  the Lessor agrees that the damage shall be repaired as soon as
practicable  and  in  that  case,  the Lessee shall pay pro-rata rent during the
repair period. All repairs resulting from fire or the elements shall be paid for
by the Lessor out of any insurance proceeds received. All improvements placed by
the  Lessee on the Leased Premises shall, however, in any event, be repaired and
replaced  by  the  Lessee  at Lessee's own expense and not at the expense of the
Lessor.

     15)  DEFAULT AND REMEDIES:
          ---------------------

          a)   Acts  of Default of Lessee: Each of the following shall be deemed
               -------------------------
a default by the Lessee and a breach of this Lease:

               1)   Failure  to  pay  any  of the rent or additional rent herein
reserved,  or  any  party  thereof,  for a period of ten (10) days after written
notice.

               2)   Failure to do, observe, keep and perform any term, covenant,
condition,  agreement  or provision in this Lease to be done, observed, kept and
performed  by  the  Lessee  (except concerning the payment of rent or additional
rent)  for  a  period of ten (10) days after written notice, unless such default
cannot  be  cured  within  10 days and Lessee is making a diligent additional 60
days.

               3)   The abandonment of the Leased Premises by the Lessee.

               4)   The  filing by the Lessee of a petition for any relief under
Chapter  7 or Chapter 11 of the Bankruptcy Act of the United States, as amended,
or  any  other provisions of such act, or the filing by Lessee or a petition for
relief  under  any State bankruptcy, receivership, or any insolvency statute, or
the  making by the Lessee of any assignment for the benefit or its creditors, or
any  appointment of a receiver or trustee for the Lessee for all or part of this
property,  or  the  taking  by execution of any of the Lessee's rights hereunder
shall  at the sole discretion of the Lessor forthwith render this Lease null and
void.  Upon  the  happening of any of the events set forth in this subparagraph,
Lessor  shall  have  the  right without notice to forthwith terminate all of the
Lessee's  interest  herein.


                                        7
<PAGE>
          b)   Acts  of  Default  of  Lessor:  The  following  shall be deemed a
               -----------------------------
default by the Lessor and a breach of this Lease:

               1)   The  failure of Lessor to observe, keep or perform any term,
covenant,  agreement  or  provision in this Lease to be done, reserved, kept and
performed  by the Lessor for a period of ten (10) days after written notice from
Lessee,  provided,  however, that if a cure cannot be accomplished within thirty
days and Lessor has diligently attempted to cure within such thirty days, Lessor
shall  have  a  reasonable  time to accomplish such cure but shall not exceed an
additional  sixty  days.

          c)   Remedies:  Upon  the  happening of any of the acts of default set
               --------
forth  above,  which  acts  remain  uncured after expiration of the time periods
provided  for  above, the Lessor or Lessee, as appropriate, shall have the right
to  elect  any one or more of such remedies as may be allowed by applicable law.

     16)  TRADE  FIXTURES:  The  Lessee  shall  furnish  and pay for any and all
          ---------------
equipment,  furniture,  trade fixtures and signs to be used in or installed upon
the  Premises  and  the  same  shall at all times remain the property of Lessee.

     17)  LIENS:  The  Lessee  shall  not  do  or  cause  anything  to  be  done
          -----
whereby  the Leased Premises may be encumbered by any mechanic's or other liens.
Whenever  and  as  often  as  any mechanic's or other lien is filed against said
Leased  Premises  purporting  to  be  for  labor or materials furnished or to be
furnished  to  the  Lessee,  the  Lessee  shall remove the lien by payment or by
bonding  with  a  surety  company  authorized  to  do  business  in the State of
Wisconsin,  within  ten (10) days from the date of the filing of said mechanic's
or  other  lien  and  delivery  of  notice thereof to the Lessee of the Lessee's
obligation  under this Lease. Should the Lessee fail to take the foregoing steps
within said period, then the Lessor shall have the right, among other things, to
pay  said lien without inquiring into the validity thereof, and the Lessee shall
forthwith  reimburse the Lessor for without inquiring into the validity thereof,
and  the  Lessee  shall  forthwith  reimburse  the  Lessor for the total expense
incurred  by  it  in  discharging  said  lien  as  additional  rent  hereunder.

     18)  NO WAIVER BY  LESSOR  EXCEPT IN WRITING:  No  agreement  to  accept  a
          ----------------------------------------
surrender  of the Leased Premises shall be valid unless in writing signed by the
Lessor.  The  delivery  of  keys  to  any employee of the Lessor or the Lessor's
agents  shall  not  operate  as a termination of the Lease or a surrender of the
Leased  Premises. The failure of the Lessor to seek redress for violation of, or
to  insist  upon  the  strict  performance  of any covenant or condition of this
Lease,  or  of any rule or regulation, shall not prevent a subsequent act, which
would  have originally constituted a violation, from constituting a violation or
act of default hereunder. No payment by the Lessee or receipt by the Lessor of a
lesser  amount  than the rent herein stipulated shall be deemed to be other than
on  account  of  the  earliest  stipulated  rent,  nor  shall any endorsement or
statement  on any check nor any letter accompanying any check or payment as rent
be  deemed  an  accord and satisfaction, and the Lessor may accept such check or
payment  without  prejudice to the Lessor's right to recover the balance of such
rent  or pursue any other remedy provided in this Lease. This Lease contains the
entire  agreement  between  the  parties,


                                        8
<PAGE>
and  any  executory  agreement  hereafter  made  shall be ineffective to change,
modify or discharge it in whole or in part unless such executory agreement is in
writing  and  signed  by  the  party  against  whom  enforcement  of the change,
modification  or  discharge  is  sought.

     19)  BREACH  -  PAYMENT  OF  COSTS  AND  ATTORNEYS' FEES: Each party agrees
          ---------------------------------------------------
to  pay  and  discharge  all reasonable costs and reasonable attorneys' fees and
expenses  that  shall be incurred by the other party in enforcing the covenants,
conditions  and  terms  of this Lease, including, in the case of the Lessor, the
costs  of  reletting.

     20)  WAIVER  OF SUBROGATION: Nothing in this Lease shall be construed so as
          -----------------------
to  authorize  or  permit any insurer of Lessee to be subrogated to any right of
Lessee  against Lessor arising out of this Lease.  Lessee hereby releases Lessor
to  the  extent of any perils to be insured against by Lessee under the terms of
this  Lease, whether or not such insurance has actually been secured, and to the
extent  of  its  insurance  coverage  for  any loss or damage caused by any such
casualty,  unless  such  incidents  shall  be  brought  about  by  the  fault or
negligence  of  Lessor.  Lessee  shall endeavor to obtain appropriate waivers of
subrogation  from  its  insurance  carrier  giving  affect  to  this  paragraph.

     21)  UTILITIES;  USE  OF  PREMISES:
          -----------------------------

          a)   Lessee  agrees  to  provide  and  pay  for  water, sewer, gas and
electric  utility  services  attributable  to  Lessee's use and occupancy of the
Leased  Premises. With respect to electric utility services, Lessee's obligation
to  pay for the same shall extend to charges payable under the following meters,
which  at  the  time of execution of this Lease are separately billed to Lessee:
electric meter number __________. With respect to gas utility services, Lessee's
obligation  to  pay  for  the  same  shall  extend  to charges payable under the
following  meters,  which  at the time of execution of this Lease are separately
billed  to  Lessee:  gas meter number ________. Lessee shall pay water and sewer
utility services on a proration of the bills for such services calculated on the
ratio  of the square footage of the Leased Premises to the square footage of the
total  first floor commercial space in the building in which the Leased Premises
are  located.

          b)   Lessee  agrees  to  operate  and  use  the  Leased  Premises  as
professional  office  space for a Bank. Lessee shall conduct its business in the
Leased  Premises  in full compliance with all applicable laws, rules, ordinances
and  regulations,  and  shall  conduct  its  business in such a way so as not to
disturb  any  other  tenants  of  the  Property.

          c)   Notwithstanding  anything  else  set forth in this Lease, Lessor,
and  its  employees,  agents  or  contractors, shall have the unlimited right to
enter  the Leased Premises without prior notice, twenty-four (24) hours per day,
for  the  purpose of access to the Leased Premises, for emergencies, without the
same  constituting  a  breach  or  violation  of  this  Lease or applicable law.


                                        9
<PAGE>
     22)  LESSEE'S  IMPROVEMENTS;  LESSOR'S  IMPROVEMENTS:
          -----------------------------------------------

          a)   Lessee  may  undertake,  at  Lessee's  sole  cost  and  expense,
improvements  to  the  Leased  Premises (the "Interior Improvements"), and shall
undertake  and  complete  all other additional work necessary for the opening of
Lessee's  business  in  the  Leased Premises, provided Lessee first procures the
advance  written consent of Lessor to all Interior Improvements, which shall not
be unreasonably withheld.  Lessor shall give its approval or indicate that it is
withholding  approval  of  the  plans and specifications no later than seven (7)
days  after submission of the plans and specifications to Lessor by Lessee.  All
Interior  Improvements shall be evidenced by written plans and specifications, a
complete copy of which shall be provided to Lessor as a precondition to Lessor's
approval.  In  addition,  Lessee shall pay for all design and construction costs
incurred  to  alter  the  current common areas and Lessors leasing office to fit
Lessee's  final  space layout and Lessor's requirement for an additional exit to
Washington  Street  provided  such  costs  are  incurred  as  a  result  of  the
construction  according  to  Lessee's  plans and specifications for the Interior
Improvements.

     If  Lessor  withholds  its  consent  to  any of the planned improvements by
Lessee,  Lessor  shall  within  three  (3)  days  of submission to Lessor of the
planned  plans  and  specifications  for  the  planned improvements identify all
aspects  of  the  planned  improvements  to  which  it objects, and, at Lessee's
option,  Lessor  and  Lessee shall within ten (10) days of Lessor's rejection of
the  improvements  participate in an arbitration hearing to resolve the disputed
issues as identified by Lessor.  Lessor and Lessee shall agree on an arbitrator,
and,  if  they  cannot  agree,  each  shall  select one arbitrator and those two
arbitrators  shall  select  a  third arbitrator, and the three arbitrators shall
together  render  a  decision  on  the disputed issues which shall be binding on
Lessor  and  Lessee.  Alternatively, if Lessee in good faith submits two sets of
plans  and  specifications which differ in material aspects and Lessor withholds
its  consent  to  both sets of plans and specifications, Lessee may declare this
Lease  terminated  with  no  further  liability  under  this  Lease.

          b)   All  of  Lessee's  or Lessor's improvements shall be performed in
full  compliance with all applicable laws, rules, ordinances and regulations and
in  a  good workmanlike manner. All of Lessee's improvements shall be subject to
paragraph  (16),  above,  relating  to  mechanic  and  materialmen  liens.

     23)  MISCELLANEOUS  PROVISIONS:
          -------------------------

          a)   Unless  otherwise  required  by law, all written notices shall be
delivered by certified United States mail or the equivalent to the Lessee at 110
South  Washington  Street,  Green  Bay, Wisconsin, 54301 or to Lessor at c/o The
Alexander  Company,  Inc.,  660  West Washington Ave., #303, Madison, Wisconsin,
53703.  The Lessor and the Lessee may, from time to time, change these addresses
by  notifying  each  other  of  any  change  in  writing  as  per  this section.

          b)   The  terms,  condition  and covenants contained in this Lease and
any  riders and Plans attached hereto shall bind and inure to the benefit of the
Lessor  and  the  Lessee  and  their  respective successors, heirs, and assigns.


                                       10
<PAGE>
          c)   This  Lease  shall be governed by and construed under the laws of
the  State  of  Wisconsin.

          d)   In  the  event  that  any  provision  of this Lease shall be held
invalid  or unenforceable, no other provision of this Lease shall be affected by
such  holding,  and all of the remaining provisions of this Lease shall continue
in  full  force  and  effect  pursuant  to  the  terms  hereof.

          e)   The  paragraph  captions  are  inserted  only for convenience and
reference,  and  are not intended, in any way, to define, limit, or describe the
scope,  intent  and  language  of  this  Lease  or  its  provisions.

          f)   This  Lease contains the entire agreement between the parties and
shall  not be modified in any manner except by an instrument in writing executed
by  the  parties  or  their  respective  successors  in  interest.

          g)   This Lease may be executed in any number of counterparts with the
same  effect  as  if  all  parties  executed  a  single  instrument.

          h)   FDIC  Clause:  Notwithstanding  any other provisions contained in
this  Lease, in the event (a) Tenant or its successors or assignees shall become
insolvent  or  bankrupt,  or  if  it or their interest under this Lease shall be
levied  upon  or  sold under execution or other legal any depository institution
supervisory  authority  ("Authority"),  Landlord  may,  in  either  such  event,
terminate  this  Lease  only  with the concurrence of any receiver or liquidator
appointed  by  such  Authority,  provided,  that  in  the  event  this  Lease is
terminated  by  the  receiver  or  liquidator, the maximum claim of Landlord for
rent,  damages or indemnity for injury resulting from the termination, rejection
or  abandonment of the unexpired Lease shall be by law no greater than an amount
equal  to  all  accrued  and  unpaid  rent  to  the  date  of  termination.

          i)   Parking.  Lessor shall provide Lessee at no additional cost eight
(8)  surface  parking stalls located adjacent and immediately west of the Leased
Premises  and  exclusively dedicated to the customers of Lessee during the hours
of  7:30  a.m.  to  5:30  p.m.  Monday  through  Friday with appropriate signage
indicating  the  same.  In  addition,  Lessor  shall  provide to Lessee ten (10)
underground  parking  stalls  at an additional cost of $20.00 per month for each
such stall. Annual increases for such parking stalls shall be no more than $1.00
per month. In addition, Lessor shall provide Lessee ten (10) underground parking
stalls  at  no  additional  charge for as long as Lessor has not received a bona
fide  offer to lease the same. If Lessor receives a bona fide offer to lease any
of  the  ten  (10) free underground parking stalls from a person or entity other
than  a  tenant  or  condominium  owner  of the building within which the Leased
Premises  are  located, Lessor shall offer to lease each of the affected parking
stalls  to  Lessee  at  the then current market rate for such stalls and, in any
event,  no  more  than  Lessor  was  to have charged the offering party for such
parking  stall(s).  Lessee shall have a period of ten (10) days to advise Lessor
of  its  exercise  of  its  right of first refusal as to such parking stalls. If
Lessee  exercises  its  right  of first refusal, lease payments for the affected
parking stall(s) shall commence on the first day of the next month in which rent
would  be  due  under  this  Lease.


                                       11
<PAGE>
     If  the  aggregate number of parking stalls available to Lessee at any time
proves insufficient for Lessee's needs, Lessor shall mark each parking stall for
which  Lessee  is  paying  rent  "Reserved  for Nicolet National Bank" and shall
police  such  parking  spaces to ensure the exclusive use of such parking spaces
for  the  benefit  of  Lessee  provided that such period of exclusivity shall be
between  the  hours  of  7:30  a.m.  and  5:30  p.m. Monday through Friday.  For
purposes  of  this Lease, the underground parking stalls used by Lessee shall be
considered  to  be  insufficient  if  three  (3)  days during any monthly period
employees  of  Lessee are unable to locate parking stalls within the underground
parking  facility  beneath  the  Leased  Premises.

     For  each underground parking stall, Lessee shall pay a one time $50.00 fee
for each automatic door opener for access to the underground parking.  If any of
the  underground  parking  stalls  are  surrendered  by  Lessee hereunder before
termination  of  the  Lease  because  of  Lessor's  rental  of the same to third
parties,  Lessor shall refund the door opener fee for each stall so surrendered.

          j)   Lessee  shall  be  allowed to install an Automated Teller Machine
and  a  Night  Depository  Drop-Box  as  per  Lessee's  plans and specifications
provided  their  installation does not adversely affect the structural integrity
of  the  Building.

          k)   Termination  for  Lack  of  Federal  Approval.  The obligation of
Lessee  to  be  bound  for  the full term of this Lease is conditioned on Lessee
obtaining  all  necessary  approvals  to operate as a national bank. Immediately
upon  approval  by  Lessor of Lessee's plans and specifications for the Interior
Improvements, Lessee shall be allowed to make the Interior Improvements and take
all  other  action  necessary  to  ready  the  Premises for occupancy during the
pendency  of  Lessee's  approvals.  If  Lessee  has  not  received all necessary
approvals for its application to operate as a national bank by November 1, 2000,
Lessee  may  declare  this  Lease  terminated,  provided,  however, (a) that all
Interior  Improvements  Lessee  has  caused  to be made to the Premises shall be
deemed abandoned and shall become the sole property of Lessor, free and clear of
any  liens  or  encumbrances  created or arising out of any request for labor or
materials  or  any  other  act  of  Lessee,  and Lessee shall indemnify and hold
harmless Lessee of and from any and all such lien claims and (b) Lessee shall be
responsible for rents that have accrued to the date of termination. Lessee shall
promptly  pursue  all  necessary approvals for it to operate as a national bank.
This  paragraph  shall  not  be  constructed  to relieve Lessee of any liability
Lessee  may  have  for  personal  injury  or  property damage arising out of the
negligence of Lessee or any of Lessee's agents or contractors in regard to their
activities  upon  the  Premises.


                                       12
<PAGE>
          IN WITNESS WHEREOF, the Lessor and Lessee have respectively signed and
sealed  this  Lease  of  the  day  and  year  first  above  written.

                                          LESSOR

                                          WASHINGTON SQUARE GREEN BAY, LLC


                                          /s/  Randall P. Alexander
                                          ---------------------------------
                                          By:   Randall P. Alexander
                                          Its:  Managing Member



                                          LESSEE

                                          GREEN BAY FINANCIAL CORPORATION


                                          /s/  Michael E. Daniels
                                          --------------------------------
                                          By:   Michael E. Daniels
                                          Its:  Executive Vice President


                                       13
<PAGE>
                                    EXHIBIT A


                         [SCHEMATIC OF LEASED PREMISES]




<PAGE>
                                   EXHIBIT"B"
                                   ----------



DATE OF LEASE:                    May 31, 2000

ADDRESS OF LEASED PREMISES:       110 South Washington Street,
                                  Green Bay, WI

LESSOR:                           Washington Square Green Bay LLC

LESSEE:                           Green Bay Financial Corporation



BASE RENT:          $  9.75  per  square foot of Premises per year for the first
                    lease  year  paid in equal monthly installments of $5,809.38
                    with the first payment due upon September 1, 2000. Base Rent
                    shall  increase  4.0  %  per  year  during  the original and
                    extended  term(s)  of  the  Lease.

SECURITY DEPOSIT:   Lessee shall pay a Security Deposit equal to one months rent
                    upon  Lease  signing.


<PAGE>
                               LEASE AMENDMENT #1
                               ------------------


     The  Lease  made  and  entered into as of the 31st day of May, 2000, by and
between Washington Square Green Bay LLC, hereinafter referred to as the "Lessor'
and  Green  Bay  Financial  Corporation,  hereinafter referred to as "Lessee" is
amended  as  follows:

PAGE 1 SECOND "WHEREAS" IS AMENDED AS FOLLOWS:

     ". . .lease premises consisting of approximately 7,574 square feet (See
     attached Exhibit A) . . . ".

SECTION 21)  UTILITIES;  USE OF PREMISES IS AMENDED AS FOLLOWS:
             ---------------------------

     ". . .Electric Meter Numbers are 179898 and 187042. . . "
     ". . .Gas Meter Numbers are 318818 and 318819. . . "

SECTION 22)  LESSEE'S  IMPROVEMENTS;  LESSOR'S  IMPROVEMENTS
             -----------------------------------------------
AT THE END OF THE FIRST PARAGRAPH IN SUBSECTION A), ADD THE FOLLOWING:

     ". . . Lessee agrees to pay the following Lessors' costs of providing
     the Premises, upon of the execution of this amendment:

          A&A Fire and Security (Door Intercom)         =      $ 2,887.50
          A&A Fire and Security (Cameras)               =      $ 3,931.10
          Urban Resources Architectural Design          =      $ 1,080.00
          Mau & Associates (Condo document revisions)   =      $   227.50
          STS Consultants (Engineering services)        =      $   135.00
                                                              -----------
          Total:                                               $ 8,261.10

          . . ."

SECTION 23).   SUBSECTION  K)  TERMINATION FOR LACK OF FEDERAL APPROVAL. "DELETE
               THIS  SUBSECTION".

EXHIBIT A:     REPLACE  EXHIBIT  A  WITH  THE  ATTACHED  AMENDED  EXHIBIT  A

EXHIBIT B:     REPLACE  EXHIBIT  B  WITH  THE  ATTACHED  AMENDED  EXHIBIT  B


<PAGE>
     The  original  Lease,  dated  May  31,  2000 shall remain in full force and
effect,  except  as  amended  above.

*LESSOR*

WASHINGTON SQUARE GREEN BAY LLC


By:  /s/  Randall P. Alexander                      3-22-01
     -------------------------------------          ----------------------------
     Randall P. Alexander, Managing Member          Date


*Lessee*

GREEN BAY FINANCIAL CORPORATION


By:  /s/  Michael E. Daniels                        3/7/01
     -------------------------------------          ----------------------------
     Michael E. Daniels                             Date


By:
     -------------------------------------          ----------------------------
     Robert B. Atwell                               Date


                                        2
<PAGE>
                       AGREEMENT TO AVAILABILITY OF LEASE

Agreement  made  this  30th  day  of  November, 2001, by and between Development
Associates,  LLC (d/b/a Port Plaza Mall), a Wisconsin limited liability company,
of  Green  Bay,  Wisconsin (hereinafter referred to as the "Lessor") and Nicolet
National  Bank,  a  Wisconsin corporation, of Green Bay, Wisconsin, (hereinafter
referred  to  as  the  "Lessee").

                                   WITNESSETH:

1.   In  the  event  of  a  disaster  (commonly  defined  as  natural  disaster,
     terrorism,  act of war, civil unrest, fire, etc.) that renders the lessee's
     principal  business facility (located at 110 South Washington Street, Green
     Bay, WI) incapable of normal operations, the lessor agrees to provide space
     in  the  Port  Plaza  Mall  which  will  act  as a back-up location for the
     resumption  of  business  operations  of  the  lessee.

     Rent,  location  of  space,  length  of  occupancy, and other terms will be
     negotiated  as  part of an Agreement of Lease in the event of a declaration
     of  disaster  by  the  lessee  at  its  principal  business  facility.

     Lessee  understands  that  availability of space is not guaranteed and will
     regularly  keep  in  contact  with  the  lessor  to  determine if alternate
     locations  need  to  be  sought  to  accomplish  their  business resumption
     objectives.

2.   As  an act of good faith, lessor agrees to immediately provide enough space
     for  the  storage of two 55 gallon containers which will hold various basic
     provisions (tools, supplies, etc.) to be used in the event the lessee needs
     to  execute  their business resumption plan. Specifically, these containers
     would  contain  such  items as batteries, flashlights, basic tools, radios,
     first aid kits, water, office supplies, blank bank documents, and a copy of
     the  lessee's  business  resumption  plan.

3.   Lessor also agrees to allow lessee to perform a business resumption test on
     an  annual basis to insure the lessee's ability to use lessor's facility as
     a  viable  business  resumption  location.  Tests  performed  will  be
     non-intrusive  and  invisible  from  other  tenants located in the lessor's
     facility  (Port  Plaza  Mall).

4.   TERM:  The  term  of  this  agreement shall be (5) five years commencing on
     December  1,  2001  and  ending  on  midnight,  November  3  0,  2006.

5.   TERMINATION:  Lessor  or  Lessee reserve the right to cancel this agreement
     for  whatever  reason  at  any  time  during  the  term  noted  above.

6.   CONSTRUCTION: The terms and conditions of this agreement shall be construed
     in  accordance  with  the  laws  of  the  State  of  Wisconsin.


<PAGE>
IN  WITNESS  WHEREOF,  the parties hereto have set their hands and seals the day
and  year  first  above  written.


                                    LESSOR:

                                    DEVELOPMENT ASSOCIATES, LLC


                                    By:  /s/  Russell J. DeMille
                                       -----------------------------------
                                       Russell J. DeMille, Managing Member



                                    LESSEE:

                                    NICOLET NATIONAL BANK


                                    By:  /s/  Thomas L. Jensen
                                       -----------------------------------
                                       Thomas L. Jensen, Vice President


                                        2
<PAGE>
                            SECOND AMENDMENT OF LEASE


     This  Second  Amendment  is  attached  to  and incorporated into the "Lease
Agreement"  entered  into  the  31st  day  of May 2000 by and between WASHINGTON
SQUARE  GREEN  BAY  LLC  -  C/O MANAGEMENT AGENT OAKBROOK CORPORATION, 2 SCIENCE
COURT,  MADISON,  WI 53711 (hereinafter referred to as "Lessor") as Landlord and
GREEN  BAY  FINANCIAL  CORPORATION  D\B\A  NICOLET  NATIONAL  BANK  (hereinafter
referred  to  as  "Lessee"),  as  Tenant.  To  the extent that the terms of this
Second  Amendment  conflict  with  or contradict the terms and conditions of the
Lease  Agreement  to  which  it  is attached, the terms of this Second Amendment
shall  supersede  and  control.  All other provisions of said Lease shall remain
the  same  and  shall  continue  in  full  force  and  effect.

     This  Addendum  hereby  adds  1,137  square feet to Lessee's existing 7,574
square  feet,  for  a total leased square footage of 8,71 1 square feet.  Lessee
agrees  to  accept  the  1,137 square feet in "AS IS" condition.  Lessee will be
responsible  for  all  tenant  improvement costs and related expenses associated
with the added space.  All improvements completed shall be done in a workmanlike
manner,  and  meet all state, city and local codes.  Lessor shall have the right
to  approve or deny all improvement plans and approval shall not be unreasonably
withheld.  This  agreement  is  contingent  upon  the  subject  space's existing
occupant  agreeing  to terminate and vacate the subject space on or before April
30th,  2002.  Lessor  and  Lessee agree that the leased premise is 8,711 sq. ft.
for  the  purposes  of  this  agreement.

     1.   Term.  This  lease  shall begin the 1st day of May 2002 and end on the
          ----
31st day of August 2005.

     2.   Rent.  Figures  Are  Stated  In  Monthly  Rates
          ----

               BASE RENT FROM        8,711 SQ. FT.   (11) STALLS   (1) STORAGE

          05/01/2002 to 08/31/2002       $7,361          $220           $20
          09/01/2002 to 08/31/2003       $7,655          $352           $20
          09/01/2003 to 08/31/2004       $7,961          $484           $20
          09/01/2004 to 08/31/2005       $8,280          $616           $20

Lessee  shall  have two(2) consecutive options to renew said lease for three (3)
years  each.  Each year a 4% annual escalator will be applied to the prior years
rental  rates.  Lessee must provide a written notice of its election to renew or
vacate  a  minimum  of 180 days prior to any lease expiration of the original or
renewal  periods.

     3.   No  Other  Change.  All  other  provisions  of said Lease shall remain
          -----------------
the  same  and  shall  continue  in  full  force  and  effect.

4.   Incorporation  Into  Lease.  Landlord  and  Tenant  agree  that  executed
     --------------------------
counterparts  of  this  Second Amendment shall be attached to, and become a part
of,  the  respective  copies  of  said Lease now in the possession of each party
hereto.


<PAGE>
     IN  WITNESS  HEREOF,  Landlord  and  Tenant  have duly executed this Second
Amendment.

LESSEE:                                          LESSOR:

GREEN BAY FINANCIAL CORPORATION                  WASHINGTON SQUARE GREEN BAY LLC
d\b\a  Nicolet National Bank

By:  /s/  Bob Atwell, President                  By:  /s/  Randall P. Alexander
     ---------------------------                    ----------------------------
     Bob Atwell, President                          Randall P. Alexander,
                                                    Managing Member


Date:  4/5/02                                    Date:  April 10, 2002
     ---------------------------                      ------------------------


<PAGE>
                               AMENDED EXHIBIT "A"


                     [AMENDED SCHEMATIC OF LEASED PREMISES]




<PAGE>
                               AMENDED EXHIBIT"B"
                               ------------------



DATE OF LEASE:                  May 31, 2000

ADDRESS OF LEASED PREMISES:     110 South Washington Street, Green Bay, WI.

LESSOR:                         Washington Square Green Bay LLC

LESSEE:                         Nicolet National Bank




BASE RENT:          $9.75  per  square  foot  of Premises per year for the first
                     ----
                    lease  year  paid in equal monthly installments of $6,153.88
                    with the first payment due upon September 1, 2000. Base Rent
                    shall  increase  4.0  %  per  year  during  the original and
                    extended  term(s)  of  the  Lease.

SECURITY DEPOSIT:   Lessee  shall  pay  a  Security Deposit equal to one month's
                    rent  upon  Lease  signing.


<PAGE>