STANDARD SHOPPING CENTER LEASE

THIS LEASE  AGREEMENT  (the  "Lease") is made and entered  into this 27th day of
September,  2000 between MANT EQUITIES ,LLC (the  "Landlord")and  Oceanside Bank
("Tenant").

W I T N E S S E T H:
- - - - - - - - - -


FOR  GOOD  AND  VALUABLE  CONSIDERATIONS,   the  receipt,  adequacy,  and  legal
sufficiency of which are hereby acknowledged,  Landlord and Tenant, intending to
be legally bound, hereby agree as follows:

                                    ARTICLE I
                     DEFINITIONS AND FUNDAMENTAL PROVISIONS
                     --------------------------------------

1.1 Addresses

Landlord: MANT EQUITIES, LLC            Tenant: Oceanside Bank (see Section 9.1)
          1356 Beach Blvd.                      13799 Beach Boulevard.
          Jacksonville Beach, FL, 32250         Jacksonville, Fl. 32224

1.2 Lease Commencement Date: Date of Execution

1.3 Rent Commencement Date. One Year from Date of Completion of Landlords work.

1.4 Force Majeure:  Landlord shall be excused for the period of any delay in the
performance of any  obligations  hereunder when prevented from so doing by cause
or causes beyond  Landlord's  control of whatever  cause or variety.  Whenever a
period of time is herein prescribed for action to be taken by Landlord, Landlord
shall not be liable or responsible  for and therefore shall be excluded from the
computation of any such period of time, any delays due to strikes,  riots,  acts
of God, shortages of labor or materials,  war, governmental laws, regulations or
restrictions  or any other  causes of any kind  whatsoever  which are beyond the
reasonable  control  of  Landlord.  At any  time  when  there is  outstanding  a
mortgage,  deed of trust or  similar  security  instrument  covering  Landlords'
interest in the Demised  Premises,  Tenant may not  exercise  any  remedies  for
default by Landlord  hereunder  unless and until the holder of the  indebtedness
secured by such mortgage,  deed of trust or similar  security  instrument  shall
have received  written  notice of such default and a reasonable  time for curing
such default shall thereafter have elapsed.
<PAGE>

1.5 Common Areas. Those areas, facilities, utilities,  improvements,  equipment,
and installations, in the Shopping Center which are from time to time designated
by Landlord for the  nonexclusive  use or benefit of Landlord and tenants of the
Shopping Center,  their employees,  agents,  customers,  licensees and invitees.
Landlord  reserves the right to use portions of the Common Areas for the purpose
of displays, promotions, programs, games, or other uses which may be of interest
to all or part of the general public.

1.6 Lease Term Ten (10) Lease Years commencing on the Rent Commencement Date and
expiring at 11:59 P.M. on the last day of the Month.  The first Lease Year shall
consist of twelve (12)  consecutive full calendar months plus the partial month,
if any, caused by the Rental  Commencement  Date falling on other than the first
day of a calendar  month.  Each  succeeding  Lease Year shall be for a period of
twelve (12) full calendar  months,  provided  however,  that the last Lease Year
shall be less than twelve (12) full calendar months if the  termination  date of
the Lease is other than the  anniversary of the last day of the preceding  Lease
Year.

1.7 Minimum Rent.

Lease Year   Annual Minimum Rent       Monthly Minimum Rent
----------   -------------------       --------------------
One          NONE                      NONE
Two          $148,500.00               $12,375.00 Plus CPI
Three        $148,500.00               $12,375.00 Plus CPI Years 2& 3
Four         $148,500.00               $12,375.00 Plus CPI Years 2 Thru 4
Five         $148,500.00               $12,375.00 Plus CPI Years 2 Thru 5
Six          $148,500.00               $12,375.00 Plus CPI Years 2 Thru 6
Seven        $148,500.00               $12,375.00 Plus CPI Years 2 Thru 7
Eight        $148,500.00               $12,375.00 Plus CPI Years 2 Thru 8
Nine         $148,500.00               $12,375.00 Plus CPI Years 2 Thru 9
Ten          $148,500.00               $12,375.00 Plus CPI Years 2 Thru 10
                                       (Greater of CPI or 3% not to exceed 6%).


1.8 Percentage Rent. INTENTIONALLY OMITTED


1.9  Permitted  Use.  Tenant  shall use the  Premises  solely for the  following
permitted use and for no other purpose whatsoever: Bank and or Operations Center
of Bank.


1.10  Permitted  Trade Name.  Oceanside  Bank,  any approved  Bank, any approved
Savings & Loan, any approved Credit Union, any approved Brokerage House.


1.11  Premises.  That  certain  space  commonly  known as 13799 Beach  Boulevard
consisting  of  approximately  9,000  square  feet  located in the Hodges  Plaza
Shopping  Center and  highlighted  as Space# Out Parcel on Exhibit "A"  attached
hereto.
<PAGE>

1.12 Rental Payment Address.    MANT Equities,  LLC
                                1356 Beach Blvd.
                                Jacksonville Beach, Florida 32250



1.13 Security Deposit. None

1.14 Shopping Center.  Hodges Plaza shall be located in  Jacksonville,  Florida,
and more  particularly  depicted on Exhibit "A" attached hereto, as the same may
be altered,  expanded,  or reduced,  from time to time at the  discretion of the
Landlord.  Any  alterations  to the  Shopping  Center to exceed  15% of value of
Shopping  Center will be subject to the approval of  Oceanside  Bank or Assigns.
Such approval shall not be unreasonably  withheld  conditioned or delay and will
be deemed  granted  within thirty (30) days from date of notice by landlord.  As
used herein,  the term "Gross  Leasable Area of the Shopping  Center" shall mean
the total  leasable area of all leasable  premises  within the Shopping  Center,
excluding  only  those  areas  reserved  for  community  services  or  public or
religious services or originally leased to supermarkets, department stores, drug
stores and junior department stores.

                                   ARTICLE II
                               DEMISE OF PREMISES
                               ------------------

2.1 Lease.  Landlord  hereby leases and demises to Tenant the Premises  together
with the  nonexclusive  right to use the Common  Areas  subject to the Rules and
Regulations.

2.2  Acceptance  of Premises by Tenant.  Tenant agrees to accept the Premises in
"AS-IS,  WHERE-IS"  condition (EXCEPT AS DEFINED IN EXHIBIT "C" ATTACHED HERETO)
as tendered by Landlord.  Tenant agrees that no representations  with respect to
the  condition of the Premises and no promises to decorate,  alter,  repair,  or
improve  the  Premises  have been made by  Landlord  except as set forth in this
Lease.  Promptly  upon the tender of  possession  of the Premises by Landlord to
Tenant, Tenant shall commence and thereafter diligently pursue to completion all
of  Tenant's  work  in  the  Premises  in  strict   accordance  with  plans  and
specifications  approved by Landlord.  Premises shall be deemed to be "Ready for
Occupancy"  when  Landlord  certifies  in writing to Tenant  that  Landlord  has
substantially  completed  Landlord's work, Landlord shall not be deemed to be in
default hereunder or otherwise liable in damages to Tenant, but the term of this
lease shall  commence upon the date the Premises are ready for occupancy and the
expiration  of the  lease  term  shall  be  extended  by the  number  of days of
Landlord's  delay.  Approximate  Delivery of  Premises  will be 90 days from the
removal of all Contingencies. Ready for Tenant Improvements.
<PAGE>

2.3 Early Access. In the event that Tenant is given access to the Premises prior
to the Commencement date for the purpose of installing fixtures or for any other
purpose  permitted by Landlord,  such early entry will be at Tenant's  sole risk
and  subject  to all the  terms  and  provisions  of this  Lease as  though  the
Commencement  Date had  occurred,  except for the  payment of Rent,  which shall
commence on the Commencement Date.  Notwithstanding the previous sentence, it is
specifically  agreed and understood that Tenant shall pay all charges for water,
sewer,  storm water,  electricity and all other  utilities  serving the Premises
from the date upon which Tenant is notified  that the Premises are available for
Tenant's  work (or from the date when Tenant  commences to perform its work,  if
earlier) until the  Commencement  Date.  Landlord shall have the right to impose
such  additional  conditions  on  Tenant's  early  entry as Landlord in its sole
discretion, deems appropriate.

2.4 Surrender of Premises.  At the expiration,  or earlier  termination,  of the
Lease  Term,  Tenant  shall  surrender  the  Premises  to Landlord in a good and
broom-clean condition,  reasonable wear and tear excepted. Tenant shall promptly
repair any damage to the  Premises or Shopping  Center  caused by the removal of
any signs, furniture,  trade fixtures, or other personal property,  permitted to
be removed by Tenant from the Premises.

                                  ARTICLE III
                             RENT AND OTHER CHARGES
                             ----------------------

3.1 Minimum Rent. Tenant hereby covenants to pay Minimum Rent, in advance,  on a
monthly  basis on the first day of each  calendar  month  during the Lease Term,
without demand,  deduction,  or setoff whatsoever;  it being specifically agreed
and  understood  that the  covenants of Tenant to pay Minimum  Rent,  Additional
Rent,  and all other Rent set forth in this Lease,  are  separate  and  distinct
covenants of Tenant,  not contingent  upon the performance of any other terms or
conditions of this Lease.  First months rent shall be payable upon  execution of
the Lease.

3.2 Percentage Rent. INTENTIONALLY OMITTED

3.2 Utilities. Tenant shall promptly pay all charges for utilities including but
not  limited  to,  water&sewer,  storm water  drainage,  electricity,  and other
services furnished to the Premises whether by Landlord or the applicable utility
or refuse disposal  company.  If such utilities are not individually  metered or
individually  charged,  Tenant shall pay Tenant's  Proportionate  Share thereof.
Landlord  shall not be  liable  for any  interruptions  or  curtailment  in such
services whether for the alteration,  repair, or improvement, of the Premises or
the Shopping Center, or otherwise.
<PAGE>

3.4  Tenant's   Proportionate   Share.  As  used  herein,   the  term  "Tenant's
Proportionate  Share"  shall mean the  quotient  obtained by dividing the square
footage of the Premises by the Gross Leasable Area of the Shopping Center (which
may increase or decrease from time to time).

3.5  Operating  Costs.  Tenant  shall pay to  Landlord  along  with its  monthly
installment of Minimum Rent, as Additional Rent, Tenant's Proportionate Share of
all costs incurred by Landlord in maintaining,  lighting, repairing,  replacing,
operating, cleaning, painting, landscaping, securing, managing, and insuring the
portions of the  Shopping  Center which are the  responsibility  of the Landlord
hereunder (collectively the "Operating Costs"). By way of illustration,  but not
limitation,  Operating Costs shall include the payment of all insurance premiums
(including but not limited to Worker's Compensation,  casualty,  fire and rental
insurance,  salaries and fringe benefits for on-site employees,  management fees
in an amount up to three percent (3%) of the total  Minimum Rent and  Percentage
Rent  payable by all  tenants of the  Shopping  Center,  real  estate  taxes and
assessments  associated with the Shopping  Center,  trash removal (to the extent
not paid pursuant to Section  3.3),utilities  and other services  benefitting or
serving the Premises,  sprinkler  system repairs and  maintenance,  advertising,
promotions  Operating  Costs  shall also  include  real  estate tax  service and
consulting  cost and fees,  and Tenant shall  receive a credit equal to Tenant's
Proportionate Share of any savings generated thereby.  Tenant's monthly payments
of Operating Costs shall be based on estimates calculated by Landlord,  and such
estimates  shall be adjusted as necessary as determined by landlord.  Each Year,
Landlord  shall furnish  Tenant a statement  setting forth the actual  Operating
Costs paid or payable by Landlord during the prior period. If the Operating Cost
paid by  Tenant  pursuant  to this  Article  are  less  than  Landlord's  actual
Operating Costs,  Tenant shall pay to Landlord the difference between the amount
paid by Tenant and Tenant's pro rata share of such actual  Operating  Costs,  as
calculated above, within thirty (30) days after notification by Landlord. If the
total of the estimated  payments is greater than the actual  Additional Rent for
the same period,  Tenant shall receive a credit  against the next due payment of
estimated Additional Rent. Landlord shall have the right, Yearly , to adjust the
monthly  deposit to be paid by Tenant for the next  period  based upon  Tenant's
actual pro rata share of the Operating Costs for the preceding period.

3.6 Merchant's Association/Marketing Fund Dues. N/A

3.7 Sales and Rent Taxes.  Tenant shall pay, as Additional  Rent, any present or
future sales or rent tax or other tax imposed on Rent  payments or upon Landlord
based upon  charges paid by Tenant to  Landlord,  however,  Tenant shall not pay
Landlord's income taxes.

3.8 Security Deposit. N/A
<PAGE>

3.10 Lien of Landlord for Rent,  Taxes and Other Sums.  Landlord shall have, and
Tenant  hereby  grants,  a  security  interest  in any  furnishings,  equipment,
fixtures,  or other personal  property of any kind  belonging to Tenant,  or the
equity of Tenant  therein,  on the Leased  Premises.  The  security  interest is
granted  for the  purpose  of  securing  the  payment  of rent,  other  charges,
assessments,  penalties and damages herein covenanted to be paid by Tenant,  and
for the purpose of securing the  performance of all other  obligations of Tenant
hereunder.  Upon  Tenant's  default or breach of any  covenants  of this  Lease,
Landlord shall have all remedies  available under the law of the State where the
Leased  Premises  are  located,  including  but not limited to the right to take
possession  of the  above  mentioned  property  and  dispose  of it by sale in a
commercially reasonable manner. Tenant hereby agrees to execute and deliver from
time to time  Financing  Statements  at  Landlord's  request  for the purpose of
serving notice to third parties of the security interest herein granted.  Tenant
shall upon demand reimburse Landlord for all filing and recording fees and taxes
incurred in connection with filing and recording such Financing  Statements.  In
addition,  Tenant agrees to pay as an administrative  charge,  the amount of Two
hundred Fifty Dollars ($250.00) for the review and/or processing of any Lessor's
Agreements or Waiver and Subordination of Lien Agreements.

3.11  Rent.  As used  herein,  the  term  "Rent"  shall  include  Minimum  Rent,
Additional Rent, Tenant's Proportionate Share of Operating Costs, utility costs,
late charges, return check fees, sales taxes and all other additional charges or
sums  payable to  Landlord  hereunder.  All Rent shall be paid  without  demand,
deduction or setoff  whatsoever on the first day of each calendar month,  unless
the time for such payment is otherwise expressly set forth herein, at the Rental
Payment  Address until Landlord  notifies  Tenant to forward  Tenant's  payments
elsewhere. Rent for any partial month during the Lease Term shall be prorated on
a per diem basis  based upon a 360 day year with  twelve  (12)  months of thirty
(30) days each.

3.12 Late  Charges.  In the event that any payment  due to Landlord  from Tenant
hereunder shall not be received by Landlord or Landlord's  agent within ten (10)
days after the due date of such payment,  a late charge the greater of $75.00 or
five  cents  ($.05) for each One  Dollar  ($1.00)  so  overdue  per month may be
charged by Landlord to Tenant.  Such fee shall be payable as Additional  Rent by
Tenant to Landlord upon demand.

3.13 Returned Checks. If any check tendered by or on behalf of Tenant in payment
of any sum due under this lease is  dishonored  and returned to Landlord for any
reason  whatsoever,  Tenant  shall  be  charged  as  Additional  Rent the sum of
Thirty-Five Dollars ($35.00) or 5% of the face amount of the check, whichever is
greater, plus applicable late charges. Any such check shall be promptly replaced
<PAGE>

by Tenant with a check  (which  includes the check  charge)  which is the direct
obligation of a bank representing  immediately available funds. In the event two
(2) or more  checks  tendered  by or on  behalf  of Tenant  are  dishonored  and
returned  for any reason  whatsoever  during any twelve (12) month  period,  all
future  payments  by  Tenant  shall be made  with  checks  that  are the  direct
obligation of a bank representing immediately available funds.

                                   ARTICLE IV
                                PERMITTED USAGE
                                ---------------

4.1 Use.  Tenant  covenants  to use,  occupy,  and  operate  in the whole of the
Premises  solely  for the  Permitted  Use and for no other  purpose  whatsoever.
Tenant  covenants to continuously  operate upon the whole of the Premises solely
utilizing the Permitted Trade Name during minimum business hours of 9:00 A.M. to
5:00 P.M., Normal and customary Banking Hours as set by bank. six days per week.
Landlord  considers  such  continuous  use and  occupancy  covenant  a  valuable
contractual interest with which no other landlord should interfere by attempting
to  induce  Tenant  to  move to  another  building.  Tenant  shall  not  display
merchandise  or  incidentals  to the  business  outside the  Premises or solicit
business in the Common Areas nor shall  Tenant  perform or allow any activity in
or about the Premises which, in Landlord's  opinion,  may detract from or impair
the reputation of the Shopping Center.  Tenant shall not suffer, allow or permit
any vibration,  noise, light, odor or other effect to emanate from the Premises,
or from any machine or other installation therein, or otherwise suffer, allow or
permit the same to constitute a nuisance or otherwise interfere with the safety,
comfort or convenience of Landlord or any of the other occupants of the Shopping
Center or their customers,  agents or invitees or any others lawfully in or upon
the Shopping Center. Upon notice by Landlord to Tenant that any of the aforesaid
is occurring,  Tenant shall immediately  remove or control the same. Except with
the prior,  written consent of Landlord,  Tenant and its customers shall use the
Common Areas only for delivery,  vehicular  and  pedestrian  ingress/egress  and
parking.  Tenant shall not,  without  Landlord's  prior  written  consent,  keep
anything  within  the  Premises,  or use  the  Premises  for any  purpose  which
increases the insurance premium cost or invalidates any insurance policy carried
on the Premises or the Shopping Center,  and Tenant shall pay as Rent the amount
of any such  increase  promptly  upon demand by Landlord.  Tenant shall  observe
faithfully and comply strictly with all rules and regulations which Landlord may
from time to time adopt for the safety, operation,  care, and cleanliness of the
Shopping  Center or the  preservation  of good  order  therein  (the  "Rules and
Regulations").  Additionally,  Tenant agrees not violate any of the exclusive or
restrictive  use rights granted to other tenants in the Shopping  Center,  which
exclusive  rights are  available  for Tenant to inspect.  Landlord  shall not be
liable to Tenant  for any  violation  of the Rules and  Regulations,  or for the
breach of any provision in any lease, by any tenant in the Shopping Center.

4.2 Control by  Landlord..  Landlord  shall have the right at all times,  in its
sole discretion, to change the size, location,  elevation,  nature or use of any
portion or all of the Common Areas, the Shopping Center, or any part thereof, as
Landlord may from time to time determine, including the right to change the size
thereof,  to erect buildings thereon, to sell or lease part or parts thereof, to
<PAGE>
change the  location  and size of the  landscaping  and  buildings,  and to make
additions to,  subtractions from, or rearrangements  of, said buildings.  During
the term hereof,  The Common Areas shall be subject to the exclusive control and
management of Landlord and Landlord  shall have the right to establish,  modify,
change and enforce  rules and  regulations  with  respect to the Common Areas so
long as such rules are not  discriminatory  against  Tenant and Tenant agrees to
abide by and conform  with such rules and  regulations.  Tenant  agrees that its
officers  and  employees  will  park  their  automobiles  only in such  areas as
Landlord from time to time designates for employee  parking,  which areas may be
within or without the Shopping Center. Tenant agrees that it will, within 5 days
after  written  request  therefore  by  Landlord,  furnish  Landlord  with state
automobile  license  numbers  assigned  to its  cars  and  the  cars  of all its
employees.  Tenant shall not park any truck or delivery  vehicles in the parking
areas,  nor  permit  delivery  of  merchandise  at any  place  other  than  that
designated by Landlord. If any vehicle of Tenant or any concessionaire or any of
its  respective  officers,  agents  or  employees,  is parked in any part of the
Shopping center other than the employee parking areas,  Tenant hereby authorizes
Landlord to engage a towing service to remove such vehicle at Tenant's expense.

4.3 Hazardous  Substances.  Tenant shall not unlawfully generate,  store, treat,
dispose of, install,  or otherwise use, any hazardous  substances on, in, under,
or in any way related  to, the  Premises  or any other  portion of the  Shopping
Center, or cause or unlawfully permit any such generation,  storage,  treatment,
disposal,  installation  or other use with respect  thereto.  Tenant shall fully
indemnify and hold Landlord harmless from any liability, damage, cost or expense
that Landlord might otherwise  suffer from Tenant's failure to fully comply with
the terms and  provisions  of this  Section.  "Hazardous  Substances"  means and
includes  any of the  substances,  materials,  elements or  compounds,  that are
contained  in the list of  hazardous  substances  adopted by the  United  States
Congress or the EPA or any substances, materials, elements or compounds affected
by any other  federal,  state or local  statute,  law,  ordinance,  code,  rule,
regulation, order or decree, now or at any time hereafter in effect, regulating,
relating  to, or imposing  liability or  standards  of conduct  concerning,  any
hazardous, toxic, dangerous,  restricted or otherwise regulated water, substance
or material.

                                   ARTICLE V
                      ALTERATION, REPAIR, AND MAINTENANCE
                      -----------------------------------

5.1 Repairs by Landlord.  Landlord shall keep the  foundation,  the roof and the
exterior walls of the Premises (except plate glass,  doors, door closures,  door
<PAGE>

frames, store fronts, windows and window frames located in the exterior building
walls) in good  repair.  Landlord  shall not,  however,  be required to make any
repairs  occasioned by the act or neglect of Tenant,  its  permitted  assignees,
subleases,  servants, agents, employees,  licensees, or concessionaires,  or any
damage caused by or as a result of Tenant's  occupancy of the  Premises,  or any
damage  caused  by  break-in,  burglary,  or  other  similar  acts  in or to the
Premises.  Landlord  shall  have the right to run  utility  lines,  pipes,  roof
drainage pipes, conduit,  wire, ductwork, or sprinkler systems, where necessary,
through,  in, or  beneath,  the  Premises,  in a manner  which  does not  unduly
interfere  with  Tenant's  use thereof.  In the event that the  Premises  should
become in need of repairs  required  to be made by  Landlord  hereunder,  Tenant
shall give prompt  written  notice  thereof to Landlord.  Landlord  shall not be
responsible  in any way for failure to make any such repairs  until a reasonable
time shall have elapsed after the giving of such written  notice.  Except in the
case of  emergencies,  Tenant  shall  not  authorize  repairs  and  replacements
required to be made by Landlord  hereunder  without the prior written consent of
Landlord.

5.2 Alterations by Tenant. Tenant shall not make any alterations (including, but
not limited to,  alterations  to the  exterior,  the  storefront,  signs  and/or
utility lines or systems within or serving the Premises), nor secure any fixture
or apparatus,  to the Premises without  Landlord's prior written  approval,  and
Tenant  shall  promptly  remove  upon  order from  Landlord  any  decoration  or
alteration  made or  installed  upon the  Premises  without  Landlord's  written
consent. All alterations,  fixtures, betterment's, and improvements, made to, or
installed  upon, the Premises  shall remain upon the Premises,  and shall become
Landlord's  property upon the  expiration or earlier  termination of this Lease,
unless  Landlord  shall  require  Tenant to restore the Premises to its original
condition. Tenant shall not make any alterations in or additions to the Premises
without  Landlord's  written  consent  in each and  every  instance.  Landlord's
decision to refuse such consent  shall be  conclusive.  If Landlord  consents to
such  alterations or additions,  before  commencement of the work or delivery of
any  materials  onto the Premises or into the  Building,  Tenant  shall  furnish
Landlord  with plans and  specifications,  names and  addresses of  contractors,
copies of contracts,  necessary permits and  indemnification  in form and amount
satisfactory to Landlord and waivers of lien against any and all claims,  costs,
damages,  liabilities  and  expenses  which  may  arise in  connection  with the
alterations or additions.

5.3 Repairs by Tenant.  Tenant shall keep by routine  maintenance,  repair,  and
replacement,  at its sole  cost  and  expense,  the  interior  of the  Premises,
together  with the  storefront,  plate  glass,  and all doors and windows of the
Premises,  and all  electrical  (whether  or not located  within the  Premises),
plumbing  (including  free flow up to the  connection  to the main sewer  line),
heating,  ventilating, air conditioning,  and any other mechanical installations
serving the  Premises or located  therein,  whether or not in or under the floor
slab or on the roof of the Premises, in good condition and working order. Tenant
shall keep  sufficient  heat in the Premises at all times to prevent  pipes from
freezing.  Tenant  shall  perform all repairs  and  alterations  required by any
governmental   agency,   including  but  not  limited  to,  The  Americans  With
Disabilities Act and its supporting regulations, as they may be amended, as well
<PAGE>

as all other  maintenance  and repairs not  specifically  set forth herein as an
obligation  of the  Landlord.  Tenant  agrees  to employ a  suitable  contractor
approved by Landlord to perform  Tenant's  obligations  for  maintenance  of the
heating,  cooling,  and ventilating  units of the Premises,  including  periodic
inspections and cleaning of the system together with such servicing as each such
inspection  shall  disclose,  or as shall  otherwise be  reasonably  required by
Landlord.  Tenant shall clean any snow and ice from the sidewalks  contiguous to
the Premises.  In the event Tenant fails to perform its maintenance,  repair, or
replacement obligations as provided herein, Landlord may, at its option, perform
such remedial action on behalf of Tenant,  and Tenant agrees to pay to Landlord,
as  Additional  Rent,  the cost  thereof  plus fifteen  percent  (15%)  overhead
promptly upon demand by Landlord.

5.4 Liens. Tenant hereby indemnifies  Landlord against,  and shall keep Premises
and the  Shopping  Center  free  from,  liens for any work  performed,  material
furnished,  or  obligations  incurred,  by or on  behalf  of  Tenant  and  shall
discharge or bond any lien filed within ten (10) days after the filing  thereof.
The interest of the Landlord shall not be subject to liens for improvements made
by Tenant.  Tenant will not permit to be created or to remain  undischarged  any
lien,  encumbrance  or  charge  (arising  out of any work done or  materials  or
supplies furnished by any contractor,  mechanic,  laborer or material man or any
mortgage, conditional sale, security agreement or chattel mortgage, or otherwise
by or for Tenant) which might be or become a lien or  encumbrance  or therefrom.
Tenant  will not suffer  any  matter or thing  whereby  the  estate,  rights and
interest  of  Landlord  in the  shopping  center  or any part  thereof  might be
impaired.

5.5 Signs and  Displays.  Tenant shall at its own expense  erect an  appropriate
identification  sign that complies with sign criteria attached hereto as Exhibit
B on the  exterior  portion of the wall of the  Premises  within sixty (60) days
after the date on which Landlord delivers  possession of the Premises to Tenant,
and Tenant agrees to maintain said sign in a good state of repair. Tenant agrees
to save  Landlord  harmless  from any  loss,  cost or  damage as a result of the
erection,  maintenance or removal of said sign.  Tenant must submit all drawings
and   specifications   to  Landlord  for  approval  for  said  sign  before  the
installation  thereof.  Tenant shall  procure and pay for all permits  necessary
therefor and shall also comply with all governmental laws,  statutes,  rules and
regulations relating thereto. Tenant shall keep Tenant's sign and the storefront
of the  Premises  fully  lighted  from sunset to 2:00A.M.  each night  including
Sundays.  If Landlord  should  undertake  any  remodeling  or  renovation of the
Shopping  Center which  requires  modification  of Tenant's  signs,  then Tenant
shall,  if required by Landlord,  conform to the standard sign criteria used for
such  remodeling or renovation at Tenant's sole expense.  Tenant shall not place
signs or  displays  in,  on or about the  storefront  without  Landlord's  prior
written  approval.  Landlord shall have the exclusive right to use the roof, and
Tenant shall not affix any item to the roof of the  Premises,  without  Landlord
approval which will not be unreasonably withheld.
<PAGE>

                                   ARTICLE VI
                           CASUALTY AND CONDEMNATION
                           -------------------------

6.1 Casualty. Landlord shall have the right, upon thirty (30) days prior written
notice to tenant  to  terminate  this  Lease in the  event (i) the  Premises  is
damaged by fire or other  casualty to the extent of more than ten percent  (10%)
of the replacement cost thereof,  (ii) the Shopping Center is damaged by fire or
other  casualty  to the extent of ten percent  (10%) or more of the  replacement
cost  thereof,  (iii) any damage to the  Premises  cannot,  in  Landlord's  sole
opinion,  be repaired  within ninety (90) days of the date of such damage,  (iv)
the  holder  of any  mortgage,  deed to  secure  debt,  deed of  trust  or other
instrument  encumbering  the  Premises  or the  Shopping  Center  shall  require
insurance proceeds to be applied to any indebtedness, (v) the insurance proceeds
collected by Landlord shall be  insufficient to make such  restoration,  or (vi)
the Premises is damaged or destroyed during the last thirty percent (30%) of the
Lease Term, or during any renewal or extension  term of this Lease.  If Landlord
should  elect to  repair  or  rebuild  the  Premises  because  of any  damage or
destruction, Tenant shall replace all work and improvements originally installed
or  performed  by Tenant at Tenant's  expense.  If the  casualty,  repairing  or
rebuilding shall render the Premises untenable in whole or in part, Minimum Rent
(but not Percentage Rent or additional rent) shall be abated proportionately.

6.2 Condemnation.  If the whole of the Premises, or so much thereof as to render
the balance unusable by Tenant, shall be taken under power of eminent domain, or
otherwise  transferred in lieu thereof, or if any part of the Shopping Center is
taken and its continued operation is not in Landlord's sole opinion, economical,
this Lease shall  automatically  terminate as of the date possession is taken by
the  condemning  authority.  No award for any total or partial  taking  shall be
apportioned,  and Tenant  hereby  unconditionally  assigns to Landlord any award
which may be made in such taking or condemnation.  Notwithstanding  the previous
sentence,  Tenant shall have the right to recover from the condemning authority,
but not from Landlord,  such compensation as may be separately awarded to Tenant
for moving and relocation expenses.  In the event of a partial taking which does
not result in the  termination  of the Lease,  Minimum Rent shall be apportioned
according to the part of the Premises remaining usable by Tenant.

                                  ARTICLE VII
                         INSURANCE AND INDEMNIFICATION
                         -----------------------------

7.1 Insurance.  Tenant shall  maintain at its sole cost and expense,  commencing
upon the date Tenant takes possession of the Premises and continuing  throughout
the Lease  Term,  commercial  liability  insurance  covering  the  Premises in a
combined  single limit amount of not less than  $1,000,000,  naming Landlord and
<PAGE>
any  mortgagee(s)  of the Shopping  Center as  additional  insureds  thereunder.
Tenant  shall  also keep in force,  at its sole cost and  expense,  plate  glass
insurance and all risk  coverage  insurance  for the full  replacement  value of
Tenant's  improvements  and Tenant's  property,  including,  but not limited to,
inventory, trade fixtures, furnishings and other personal property. Any proceeds
from Tenant's all risk coverage  insurance  shall be held in trust by Tenant for
the purpose of repair and replacement provided that this Lease is not terminated
under the provisions of Section 6.1 hereinabove. The all risk coverage insurance
maintained  by Tenant shall be written so as to provide that the insurer  waives
all right of recovery by way of  subordination  against  Landlord in  connection
with any loss or damage  covered by the policy,  said policy shall name Landlord
as  additional  insured and Tenant  shall  furnish  Landlord  with a copy of the
current policy or  certificate  of insurance.  The policy shall provide not less
than 30 days  written  notice of  cancellation  or material  change.  Tenant for
itself, its successors and assigns,  hereby waives and right of recovery against
Landlord,  its successors or assigns,  by virtue of any casualty to the Premises
or the Shopping  Center,  including but not limited to,  compensation or damages
for  loss of  use,  inconvenience  or  annoyance  caused  by any  such  damages,
destruction,  repair  or  restoration.   Coverage's  maintained  by  the  Tenant
hereunder,  shall be considered  primary without any right of contribution  from
Landlord's  insurance coverage  regardless of whether Landlord is deemed to have
any  degree of fault or  negligence.  In  addition,  Tenant  shall keep in force
workman's  compensation  or similar  insurance to the extent required by law. If
equipment  that is  customarily  covered  by broad  form  boiler  and  machinery
insurance is installed in the Premises, Tenant shall provide such coverage in an
amount of not less than $1,000,000. Tenant shall deliver said insurance policies
or certificates  thereof to Landlord prior to taking possession of the Premises;
Landlord  having the right,  at its sole  discretion,  to approve the  insurance
carrier  utilized by Tenant in connection with the Premises.  Should Tenant fail
to effect the insurance the insurance called for herein, Landlord may, but shall
not be obligated to, procure said insurance and pay the requisite  premiums,  in
which event, Tenant shall pay all sums so expended plus fifteen percent (15%) as
overhead to Landlord, as Additional Rent,  immediately upon demand. Each insurer
under the policies required  hereunder shall agree by endorsement on the policy,
or by independent  instrument furnished to Landlord,  that it will give Landlord
at least  fifteen (15) days prior  written  notice before any policy or policies
affecting the Premises shall be altered or canceled.

7.2  Indemnification.  (A) Tenant hereby agrees to indemnify and hold  Landlord,
its agents and employees any mortgagee(s) of the Shopping  Center,  harmless and
release from any and all claims, damages, liabilities or expenses arising out of
(a) Tenant's use or  occupancy of the Premises or the Shopping  Center,  (b) any
and all claims  arising  from any breach or  default in the  performance  of any
obligations  of Tenant,  (c) any act,  omission  or  negligence  of Tenant,  its
agents,  employees,  invitees or contractors.  Tenant further releases  Landlord
from liability for any damages  sustained by Tenant or any other person claiming
by, through, or under,  Tenant due to the Premises,  the Shopping Center, or any
part thereof,  or any appurtenances  thereto,  becoming out of repair, or due to
the happening of any accident,  including, without limitation, any damage caused
by water, snow,  windstorm,  tornado, gas, steam,  electrical wiring,  sprinkler
system,  plumbing,  heating and air conditioning apparatus, and from any acts or
omissions of  co-tenants  or other  occupants of the Shopping  Center.  Landlord
shall not be liable for any  damage to or loss of  Tenant's  personal  property,
<PAGE>
inventory,  fixtures  or  improvements,  from any cause  whatsoever,  except the
affirmative acts of proven  negligence of Landlord,  and then only to the extent
not covered by  insurance  to be obtained by Tenant in  accordance  with Section
7.1.

WAIVER OF CLAIMS
----------------

(B) To the extent  permitted by law,  Tenant  releases  Landlord and  Landlord's
agents and servants from, and waives all claims for damage to person or property
sustained by Tenant or any  occupant  sustained by Tenant or any occupant of the
Building  or  Premises  resulting  from the  Building or Premises or any part of
either or any  equipment or  appurtenance  becoming out of repair,  or resulting
from any accident in or about the Building,  or resulting directly or indirectly
from any act or neglect  of any tenant or  occupant  of the  Building  or of any
other person,  including  Landlord's  agents and  servants.  Tenant shall secure
appropriate insurance to protect itself and all persons from any such loss. This
Section  shall  apply  especially,  but  not  exclusively,  to the  flooding  of
basements or other  subsurface  areas,  and to damage  caused by  refrigerators,
sprinkling devices, air-condition apparatus, water, frost, steam, excessive heat
or cold,  falling  plaster,  broken  glass,  sewage,  gas odor or noise,  or the
bursting  or leaking of pipes or  plumbing  fixtures,  and shall  apply  equally
whether any such damage  results from the act or neglect of Landlord or of other
tenants,  occupants  or servants in the  Building  or of any other  person,  and
whether such damage because or result from any thing or circumstance  whether of
a like nature or of a wholly different  nature.  If any such damage,  whether to
the demised  Premises  or to the  Building  or any part  thereof,  or whether to
Landlord or to other tenants in the Building,  result from any act of neglect of
Tenant, Landlord may, at Landlord's option, repair such damage and Tenant shall,
upon demand by Landlord, reimburse Landlord forthwith for the total cost of such
repairs.  Tenant shall not be liable for any damage caused by its act or neglect
if  Landlord  or a tenant  has  recovered  the full  amount of the  damage  from
insurance  and the  insurance  company  has  waived  in  writing  its  right  of
subornation  against Tenant. All property belonging to Tenant or any occupant of
the Premises that is in the Building or the Premises  shall be there at the risk
of Tenant or other person only,  and Landlord  shall not be liable for damage or
theft or misappropriation thereof.

                                  ARTICLE VIII
                              DEFAULT AND REMEDIES
                              --------------------

8.1 Events of Default and  Landlord  Remedies.  In the event Tenant (i) fails to
pay all or any  portion of any sum due from  Tenant  hereunder  as and when such
payment is due; (ii) fails to cease all conduct  prohibited  hereby  immediately
upon  receipt of written  notice from  Landlord;  (iii) fails to take actions in
accordance  with the  provisions  of  written  notice  from  Landlord  to remedy
<PAGE>

Tenant's  failure  to  perform  any  of the  nonmonetary  terms,  covenants  and
conditions of this Lease;  (iv) vacate the premises or fails to conduct business
in the Premises as herein required; (v) commits an act in violation of the Lease
which  Landlord has  previously  notified  Tenant to cease more than once in any
Lease Year;  (vi) becomes  bankrupt,  insolvent or files any debtor  proceeding,
takes or has taken against  Tenant any petition of  bankruptcy;  takes action or
has action taken against  Tenant for the  appointment of a receiver for all or a
portion of Tenant's  assets,  files a petition  for a corporate  reorganization;
makes an  assignment  for the benefit of  creditors,  or if in any other  manner
Tenant's  interest  hereunder  shall pass to another by operation of law (any or
all of the occurrences in this  subsection  being deemed a default on account of
the bankruptcy for the purposes hereof and such default on account of bankruptcy
shall apply to and include any guarantor of this Lease);  (vii) commits waste to
the  Premises;  or  (viii)  is  otherwise  in  breach  of  Tenant's  nonmonetary
obligations hereunder and shall not have cured such default within ten (10) days
following  written  notice  from  Landlord;  then  Tenant  shall  be in  default
hereunder.  If  Tenant is in  default,  then  Landlord  shall any and all of the
following  rights:  (i) To re-enter and remove all persons and property from the
Premises;  such  property  may be  stored  in a public  warehouse,  sidewalk  or
elsewhere  at the cost of and for the  account  and sole risk of Tenant  without
service of notice or resort to legal  process;  Tenant  hereby  indemnifies  and
holds  Landlord  harmless from any and all loss or damage which Tenant may incur
by reason thereof,  and Tenant hereby waives any right of redemption  granted by
any present or future laws;  (ii) Without  terminating  this Lease, to make such
alterations and repairs as may be necessary to relet the Premises, and relet the
Premises or any part thereof,  as the agent of the Tenant,  under such terms and
conditions  as Landlord  may deem  advisable.  Upon such  reletting  all rentals
received by Landlord shall be applied, first, to the payment of any indebtedness
other than Rent due hereunder from Tenant to Landlord; second, to the payment of
any loss and expenses of such reletting, including brokerage fees and attorney's
fees and costs of alterations and repairs; third, to the payment of Rent due and
unpaid hereunder; and the residue, if any, shall be held by Landlord and applied
in payment of future  Rent as the same may  become  due and  payable  hereunder.
Tenant  agrees to pay to  Landlord  on demand the  deficiency  that may arise by
reason of reletting.  Notwithstanding  any such reletting  without  termination,
Landlord  may at any time  thereafter  elect to  terminate  this  Lease for such
previous  breach;  (iii) Terminate this Lease or Tenants right of possession and
in addition to any other  available  remedies,  Landlord may recover from Tenant
all  damages  it may  incur by  reason  of such  breach,  including  the cost of
recovering  the Premises,  reasonable  attorney's  fees, and accelerate the Rent
reserved  hereunder  for the  remainder of the Lease Term,  all of which amounts
shall be immediately due and payable from Tenant to Landlord. In determining the
Rent payable by Tenant  subsequent to default,  the Rent for the unexpired  Term
shall be the scheduled  charges for Minimum Rent plus average  annual  Operating
Expenses and Percentage  Rent payable by Tenant for the shorter of the preceding
two (2)  calendar  years or the time from the  Commencement  Date to the date of
default.

8.2 Rights and  Remedies.  The various  rights and  remedies  herein  granted to
Landlord  shall be  cumulative  and in addition to any other  rights or remedies
which  Landlord  may be entitled to at law or in equity.  The exercise of one or
more  rights or  remedies  of  Landlord  shall not  impair  Landlord's  right to
exercise  any other  right or remedy.  In all  events,  Landlord  shall have the
right,  without notice to Tenant, to cure any breach by Tenant, at Tenant's sole
<PAGE>
cost and  expense,  and  Tenant  shall  reimburse  Landlord  for such  costs and
expenses plus fifteen percent (15%) as overhead, immediately upon demand. In the
event Landlord  institutes  dispossessory  proceedings or dispossesses or evicts
Tenant by summary proceedings or otherwise, Landlord shall have the option to do
and  perform  any one or more  of the  foregoing;  in  addition  to,  and not in
limitation  of, any remedy or right  permitted it by law or in equity or by this
Lease.  Specifically,  without  limiting the  foregoing,  in the event  Landlord
institutes dispossessory proceedings or dispossesses or evicts Tenant by summary
proceedings or otherwise  and/or re-enters and takes possession of the Premises,
Tenant shall remain liable for all Rent  (including  Minimum Rent and Additional
Rent) and all other charges under the Lease for the remainder of the Lease Term.
Tenant, however may have right to sublet property to Financial Institute,  Bank,
Credit Union or Brokerage  House like Merrill  Lynch.  Tenant  acknowledges  and
agrees  that the  foregoing  provision  is in  derogation  of the common law and
acknowledges  that it is the intent of the parties  hereto to allow the Landlord
to  collect  future  rent in  derogation  of the common  law.  In the event of a
default  by Tenant  hereunder,  Landlord  may,  without  terminating  the Lease,
accelerate and declare all rents and charges immediately due and payable for the
remainder  of the entire  Lease  Term.  Landlord  shall have no duty to mitigate
damages.  Landlord shall also be entitled to recover all damages and loss caused
by tenants breech including but not limited to the amount of rental  concessions
given to Tenant (including but not limited to free of reduced rent,  unamortized
portion  leasing  commission,  cost of  improving  the  premises  for tenant and
renovating the premises for a new tenant.

                                   ARTICLE IX
                           ASSIGNMENT AND SUBLETTING
                           -------------------------

9.1  Assignment  and  Subletting.  Tenant shall not,  either  voluntarily  or by
operation of law, sell, assign, hypothecate or otherwise transfer this lease, or
sublet the Premises or any part  thereof,  or allow a change of ownership in the
leasehold  interest  or  change  of  control  of  tenant  (all of the  foregoing
collectively  referred  to as a  "Transfer"),  Except  to an  affiliated  entity
without the express  prior  written  consent of Landlord,  It is  understood  by
Parties  that  Tenant  may  sublet to A Bank,  Savings & Loan,  Credit  Union or
Brokerage House (like Merrill Lynch) however the Financial  Statement may not be
any less than assignor.  Such transfer shall not be  unreasonably  with held. If
Landlord  consents  to a  Transfer,  Tenant  shall pay  Landlord  the greater of
$500.00 or one months  minimum rent Transfer  fee.  Tenant shall not be released
from, and shall remain principally and primarily liable for, the full and prompt
performance  of each of the terms and  provisions  of this Lease  following  any
Transfer. The acceptance by Landlord of Rent following any Transfer shall not be
deemed  to be a  consent  by  Landlord  to any such  Transfer,  nor  shall  such
acceptance of Rent be deemed a waiver of right or remedy of Landlord hereunder.
<PAGE>

                                   ARTICLE X
                          ATTORNMENT AND SUBORDINATION
                          ----------------------------

10.1  Attornment.  Tenant  shall  attorn  and be  bound  to  any  of  Landlord's
successors  under all the terms,  covenants and conditions of this Lease for the
balance of the Lease Term, as renewed or extended.

10.2 Subordination.  This Lease is, and shall be, subordinate to the lien of any
mortgage,  security  deed,  deed of trust,  or the lien resulting from any other
method of financing or refinancing  now or hereafter in force in connection with
the Shopping Center (collectively  "Mortgages"),  and to any and all advances to
be made under  such  Mortgages,  and all  renewals,  modifications,  extensions,
consolidations,  and  replacements  thereof.  The aforesaid  provisions shall be
self-operative,  and no further instrument of subordination shall be required to
evidence such subordination. Tenant 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  Mortgages as shall be requested by
Landlord and any mortgagee(s) of the Shopping Center.  Tenant hereby irrevocably
appoints  Landlord  the  attorney-in-fact  of Tenant to execute and deliver such
instrument  or  instruments  within ten (10) days after a written  request  from
Landlord thereafter.

                                   ARTICLE XI
                   MERCHANTS' ASSOCIATION/MARKETING FUND DUES
                   ------------------------------------------

11.1 Merchants' Association. N/A


                                  ARTICLE XII
                                 MISCELLANEOUS
                                 -------------

12.1 Attorney's  Fees.  Tenant shall pay reasonable  attorney's  fees, and other
costs  (including  but not limited to court  costs)  incurred by Landlord in the
enforcement of any of the terms, covenants, or provisions of this Lease.

12.2 Accord and  Satisfaction.  No payment by Tenant or receipt by Landlord of a
lesser  amount than the charges  herein  stipulated  shall be deemed to be other
than on account of the earliest stipulated charges, nor shall any endorsement or
statement on any check or letter  accompanying any check or payment be deemed an
accord  and  satisfaction,  and  Landlord  may  accept any such check or payment
without  prejudice to Landlord's right to recover the balance of any amounts due
hereunder or to pursue any other remedy provided herein.
<PAGE>

12.3 Time of Essence. TIME IS OF THE ESSENCE WITH RESPECT TO THE TIME PERIODS OF
THIS LEASE.

12.4 Holding Over. If Tenant holds over at the end of the Lease Term without the
written consent of Landlord,  Tenant shall be deemed a tenant-at-sufferance  and
Tenant shall pay to Landlord,  during each month of such holdover  period, a sum
equal to double the monthly installments of Minimum Rent payable during the last
full month of the Lease Term plus all other charges  payable  hereunder;  Tenant
shall further be liable to Landlord for all damages resulting from such holdover
provided,  however, acceptance of Rent by Landlord shall not be interpreted as a
grant of permission for Tenant to continue in possession of the Premises.

12.5 Competing  Business.  As long as Tenant is in good standing  Oceanside Bank
shall have exclusivity in the Shopping Center for a Bank, Savings & Loan, Credit
Union or Brokerage House similar to Merrill Lynch.

12.6 Severability.  In the event any provision of this Lease to any extent shall
be deemed  invalid or  unenforceable,  the  remainder of this Lease shall not be
affected thereby,  and the Lease and the remaining  provisions  thereof shall be
valid and enforceable to the full extent permitted by law.

12.7 Brokers.  Each party hereto shall indemnify the other party with respect to
any claims, losses, liabilities or expenses made by any broker or other party on
the basis of any arrangements or agreements made or alleged to have been made by
such party with respect to this Lease.

12.8  Waiver.  No waiver by  Landlord  of any  provision  of this  Lease nor any
failure of Landlord to act shall be deemed to be a waiver of any other provision
hereof or of any subsequent  breach by Tenant of the same provision.  Landlord's
consent  to, or  approval  of,  any act by Tenant  shall not be deemed to render
unnecessary  the  obtaining  of  Landlord's  consent  to, or  approval  of,  any
subsequent  act. No  agreement by Landlord to accept  Tenant's  surrender of the
Premises shall be valid unless in writing from Landlord.  No receipt of money by
Landlord from Tenant after the termination of this Lease or after the service of
any notice or after the  commencement  of any suit, of after final  judgment for
possession of the Premises, shall renew, reinstate,  continue or extend the term
of this lease or affirm any such notice, demand or suit.
<PAGE>

12.9  Right  of  Entry.  Landlord  shall  have  access  to the  Premises  at all
reasonable times to show the Premises to prospective mortgagees or purchasers of
the  Shopping  Center  and to inspect  the  Premises  and to make such  repairs,
additions, improvements, changes or alterations, to the Premises or the Shopping
Center, as Landlord may elect.  During the last six (6) months of the Lease Term
(or any renewal terms)  Landlord shall have the right to place "for lease" signs
in or about the Premises and to show the Premises to prospective tenants. At any
time after  Tenant  abandons  or vacates  the  premises  Landlord  may enter the
premises to  decorate,  remodel,  repair,  or  otherwise  alter the premises for
re-occupancy without diminishing Tenants responsibility for rent.

12.10 Successors and Assigns.  Except as otherwise  provided herein,  this Lease
shall be binding  upon and inure to the benefit of the parties  hereto and their
respective heirs, personal representatives,  executors,  successors and assigns.
If Tenant is a corporation,  partnership or other entity,  the person(s) signing
this Lease on behalf of such entity has full  authority from such entity to sign
this Lease and obligate the entity hereunder, the entity shall be liable for all
rent and other amounts that may be due and owing to Landlord  under the terms of
this Lease.

12.11  Heading,  Captions  and  References.  The article  and  section  captions
contained in this Lease are for convenience  only and do not in any way limit or
amplify  any  terms  or  provisions  hereof.  The  use  of the  terms  "hereof",
"hereunder"  and  "herein"  shall refer to this Lease as a whole,  except  where
noted otherwise.

12.12 Survival of Obligations.  The provisions of this Lease with respect to any
obligation of Tenant, including,  without limitation,  any indemnities of Tenant
contained in this Lease, and Tenant's  covenant to pay Rent, shall  specifically
survive the expiration or earlier termination of this Lease.

12.13 Landlord and Tenant Relationship. Nothing herein contained shall be deemed
or  construed  by the  parties  hereto,  nor by any other  party,  as creating a
relationship  of  principal  and  agent or of  partnership  or of joint  venture
between the parties  hereto.  No estate shall pass from Landlord to Tenant,  and
this Lease shall not be subject to levy or sale.

12.14 Jury Trial.  In the event that the Tenant and Landlord have a dispute both
parties  waive a trial by jury of any or all  issues  arising  in any  action or
proceeding  between the parties hereto or their  successors,  under or connected
with this Lease, or any of its provisions.

12.15 Notices.  Any notice  required or permitted to be given hereunder shall be
in writing and may be given by  personal  delivery  to the  premises  (including
without limitation,  any nationally or regionally  recognized overnight delivery
service such as Federal Express),  or by U.S.  Certified Mail,  postage prepaid,
<PAGE>
return receipt requested. If notice is to be sent to Landlord, such notice shall
be addressed to Landlord, at the address set forth in Section 1.1 of this Lease.
If notice is to be sent to Tenant,  such notice  shall be addressed to Tenant at
the address set forth in Section 1.1 of this Lease, or by posting such notice to
the  Premises.  Notices and demands  shall be deemed to have been given upon (i)
the date of depositing in the U.S.  Mail, if sent by Certified  Mail,  (ii) upon
delivery if personally delivered,  and (iii) posting, if posted to the Premises.
If delivery  is refused or cannot be made,  the notice date shall be the date of
attempted  delivery.

12.16 Representations.  Tenant acknowledges that neither Landlord nor Landlord's
agents,  employees or contractors have made any representations or promises with
respect to the Premises, the Shopping Center, or this Lease, except as expressly
set forth herein.  By executing  this Lease,  the parties  hereto  represent and
warrant  that they have full  authority  to enter into this Lease and to perform
the covenants contained herein.

12.17  Landlord's  Liability.  In the event of any alleged  default of Landlord,
Tenant shall not seek to secure any claim for damages or  indemnification by any
attachment, levy, judgment, garnishment or any other security proceeding against
any  property  of the  Landlord  other than  Landlord's  equity in the  Shopping
Center,  it being agreed and understood,  however,  that the maximum recovery by
Tenant against Landlord shall be in an amount equal to the lesser of (i) the net
worth of Tenant  as of the date of  Tenant's  claim  against  Landlord,  or (ii)
Landlord's  equity  interest in the  Shopping  Center.  Landlord as used herein,
shall  include any assignee or other  successor of the original  Landlord or its
successors or assigns.  In the absence of fraud, no person, firm or corporation,
or the heirs,  legal  representatives,  successors  and  assigns,  respectively,
thereof,  executing this Lease as agent,  trustee or in any other representative
capacity,  shall ever be deemed or held  individually  liable  hereunder for any
reason or cause whatsoever.

12.18  Jurisdiction.  The laws of the  State in which  the  Shopping  Center  is
located shall govern the interpretation, validity, performance, and enforcement,
of this Lease.

12.19  Estoppel  Certificates.  Within  ten (10) days after  written  request by
landlord,  Tenant shall execute,  acknowledge,  and deliver, to Landlord,  or to
such other party as may be  designated by landlord,  a certificate  stating that
this Lease is in full force and effect and has not been  modified,  supplemented
or  amended  in any way,  except  as  indicated  in such  certificate;  that all
conditions  and  agreements  hereunder  to be  performed  by Landlord  have been
satisfied or performed, except as set forth in said certificate;  that Tenant is
not in default in the payment of Rent or any of the other  obligations  required
of Tenant  hereunder,  and that Tenant has paid Rent as of the date set forth in
the certificate.

12.20 Net Lease.  This Lease is a net lease,  and Lessee shall pay, or reimburse
to Landlord,  as the case may be, costs, charges,  taxes,  assessments and other
expenses  Limited to Section 3.5. for the payment of which Landlord or Tenant is
<PAGE>

or shall become  liable  during the Term hereof by reason of its estate,  right,
title or interest in the Leased  Premises,  or which are connected with or arise
out of the  possession,  use,  occupancy,  maintenance,  addition to,  repair or
rebuilding of the Leased  Premises or any portion  thereof,  including,  without
limitation,  those specifically  referred to in this Lease;  provided,  however,
that Lessee shall not be responsible to reimburse  Landlord for income,  profits
or revenue taxes payable by Landlord.

EFFECTIVENESS
-------------

12.21  Submission  of this  instrument  for  examination  does not  constitute a
reservation of or option for the Premises. The instrument becomes effective as a
lease upon execution and delivery both by Landlord and Tenant.

INTEREST CHARGES
----------------

12.22 All  amounts  past due from  Tenant to  Landlord  hereunder  shall be paid
within ten days from the date Landlord renders  statements of account  therefore
and shall bear interest at 18% per annum thereafter until paid.

12.23 RULES AND REGULATIONS The rules and regulations pertaining to the Project,
which  Landlord may  hereafter  from time to time adopt and  promulgate  for the
management of the Property,  are hereby made a part of this lease  agreement and
shall,  during  the  term of this  agreement  be in all  respects  observed  and
performed  by tenant and  Tenant's  employees,  servants,  agents,  invitees and
guests.  Tenant  agrees to abide by,  uphold and fully comply with the Rules and
Regulations and with such reasonable modifications thereof and additions thereto
as Landlord may make.  Insofar as the attached  Standard  Rules and  Regulations
conflict with any of the terms and provisions of this lease agreement, the terms
and provisions of this lease shall control.  Tenant further agrees that Landlord
shall  have the right to waive  any or all such  rules in the case of any one or
more tenants in the Property without affecting  Tenant's  obligations under this
lease and the Rules and  Regulations  and that Landlord shall not be responsible
to  Tenant  for the  failure  of any other  tenant to comply  with the Rules and
Regulations.

12.24 Waiver of Strict Construction against Drafting Party. Should any provision
of this Agreement be subject to judicial  interpretation,  it is agreed that the
court  interpreting  or considering  such provision not apply the presumption or
<PAGE>

rule of construction that the terms of this Agreement be more strictly construed
against  the party which  itself or through its counsel or other agent  prepared
the same, as all parties  hereto have  participated  in the  preparation  of the
final form of this Agreement through review by their respective  counsel and the
negotiation  of  changes in  language  in any  provision  deemed  unsuitable  or
inadequate  as  initially  written,  and,  therefore,  the  application  of such
presumption or rule of construction  would be inappropriate  and contrary to the
intent of the parties.

12.25 Entire Agreement.  This lease constitutes the entire agreement between the
parties  hereto with  respect to the  subject  matter  hereof and no  subsequent
amendment or agreement shall be binding upon either party unless it is signed by
each party. This Lease supersedes all prior promises, agreements, conditions and
understandings  between Landlord and Tenant, whether written or oral or written.
As a material  inducement  and  consideration  for  Landlord  to enter into this
Lease, Tenant hereby releases and forever discharges Landlord, its employees and
its agents, officers, directors, successors and assigns from any damage, loss or
injury which Tenant may have sustained in connection with the prior lease of any
property of Landlord or its  affiliated  companies The  submission of this Lease
shall not  constitute  an offer to Lease by Landlord and this Lease shall not be
binding unless and until it is signed by Landlord and Tenant.

12.26  Exhibits:  The  following  exhibits  attached  to this  Lease are by this
reference incorporated into this Lease:

Exhibit A - Site Plan
Exhibit B - Sign Criteria
Exhibit C - Special Stipulations
Exhibit D - Guaranty of Lease

Insofar as such exhibits conflict with any of the terms or provisions  contained
in the text of this  Lease,  the terms and  provisions  of such  exhibits  shall
govern and control.

12.27 When Lease  Becomes  Binding  Employees or agents of the Landlord  have no
authority to make or agree to make a lease or any other agreement or undertaking
in  connection  herewith.  Only  Edward  Ash has  authority  to act on behalf of
Landlord.  The submission of this document for examination and negotiation  does
not  continue  an offer to  lease,  or a  reservation  of, or  option  for,  the
premises,  and this  document  shall become  effective and binding only upon the
execution  and  delivery  hereof by both the  Landlord  and the  Tenant,  Tenant
understands  that  Landlord  may be  considering  other  parties as  prospective
<PAGE>
tenants for the Premises,  and regardless of the status of negotiations  between
the parties, Landlord may lease the Premises to any such party at any time until
a binding lease for the Premises has been executed by Landlord.

IN WITNESS WHEREOF,  the parties hereto have executed triplicate  originals this
Lease under the seal the day and year first above written.

NOTWITHSTANDING  ANYTHING  HEREIN  TO  THE  CONTRARY,  OR AS  OTHERWISE  MAY  BE
PERMITTED BY LAW, NONE OF LANDLORD'S AGENTS OR EMPLOYEES,  EXCEPT EDWARD ASH, IS
AUTHORIZED TO SIGN THIS LEASE AND TO MAKE ANY  MODIFICATIONS OR  REPRESENTATIONS
TO THE LEASE OR WITH  RESPECT TO THE TERMS OF TENANT'S  TENANCY AND  OBLIGATIONS
UNDER THIS LEASE,  ALL OF WHICH MUST BE REDUCED TO WRITING,  AND EXECUTED BY ALL
PARTIES TO THE LEASE.

LANDLORD:                                     MANT EQUITIES, LLC
Signed and acknowledged in the presence of:




By: /s/                                       /s/Edward Ash, CEO
    -----------------------                   ------------------
    Witness as to signature                   Edward Ash CEO



TENANT:                                       OCEANSIDE BANK

signed and acknowledged in the presence of

    /s/                                       /s/Barry W. Chandler
    ---------------------------               --------------------
                                              Barry W. Chandler
                                              President and CEO
<PAGE>



                                    EXHIBIT A


               [GRAPHIC-CHART DEPICTING LAYOUT FOR HODGES PLAZA]



                                  Hodges Plaza
                             13799 Beach Boulevard
                             Jacksonville, FL 32324
                 Tel (904) 242-9000, ext 222/Fax (9040 242-0009





<PAGE>

                                    EXHIBIT B

                                  SIGN CRITERIA

                                   BEACH PLAZA

In order to  maintain  a high  degree  of  aesthetic  balance  in  general  sign
appearance while adhering to local governmental electrical and/or sign controls,
the following sign criteria is established must be followed by all tenants.

The Tenant, at its expense, will furnish, install, and maintain sign or signs of
such size, design and character and at such locations on the demised premises as
Landlord  shall  approve in  writing.  A detailed  sign  design must be given to
Landlord for approval.  Any sign  installed,  resulting in violation of the sign
criteria, will be removed at Tenant's expense.

The advertising or informative  content of all signs shall be limited to letters
designating  the store name and/or type of store (which such  designation of the
store type  shall be by  general  description  terms and shall not  include  any
specifications or merchandise offered for sale therein, or the services rendered
therein) only and shall contain no advertising  devices,  slogans,  symbols,  or
marks  (other than the store name and/or  type of store as  aforesaid  and other
than crests, corporate shields which shall be permitted).

CONSTRUCTION  SPECIFICATIONS:  Exterior  sign age shall  consist of  individual,
internally  lighted letters that will have been  fabricated of welded  aluminum.
The  exterior  of each letter  will be  finished  in white  enamel.  Each letter
interior  to be  finished  in  white  enamel.  Face  material  to  be  of  3/16"
translucent  acrylic,  held  into each  letter  fact-position  by 1" jewel  lite
retainers.  Face acrylic  color to be approved by Landlord.  Type style to be of
Tenant's choice and approved by Landlord.

No letter shall exceed 24" in height.  (One or two lines of copy is permissible,
but the total  maximum  vertical  sign area shall not exceed 36" while the total
maximum  horizontal  sign area shall not exceed  75% of any  storefront  area as
measured on a continual  horizontal  plane).  The minimum letter height shall be
12".  The  letter  depth  shall  not  exceed  5".  All sign  age to be  centered
horizontally  and  vertically  onto the upright  fascia and directly over leased
area. Landlord shall have the right to coordinate the position and proportionate
size  of  each  sign on the  building.  All  letters  to be  U.L.  approved  and
illuminated  internally by single or double line 13 mm neon tubing.  Electrodes,
at the bottom of each letter, with channel primary wiring through glass housing.
Letters  will  house all  primary  wiring,  power  transformers,  and  concealed
mountings.  A required  "cut-off"  switch  will also be  concealed.  Letters are
painted and  textured to match the fascia  surface to which the sign age will be
attached.

Tenant will procure and pay for all permits  necessary  therefor and also comply
with all governmental laws, statutes, rules and regulations relating thereto.





TENANT: OCEANSIDE BANK

Signed and acknowledged in the presence of:

_________________________
Witness as to signatures                     /s/ Barry W. Chandler
                                             ---------------------
                                              Barry W. Chandler
                                             President CEO

<PAGE>

                                    EXHIBIT C

                                  (Page 1 of 2)

SPECIAL  STIPULATIONS  TO LEASE, by and between  Oceanside Bank, as Tenant,  and
MANT  Equities,  LLC, as Landlord,  covering , 13799 Beach Blvd.  Hodges Plaza a
Shopping Center in Jacksonville, Florida.

A Pre-Paid Rent. $14,984.55

B. Delivery of Premises:  Landlord shall deliver the premises to tenant with all
building   systems   below  in  good  working  order  and  to  meet  local  code
requirements. Landlords work will include the following:

1. Thirty (30) tons of HVAC for standard open plan except bathrooms.
2. 400 AMP electrical system
3. Perimeter Walls primed and taped ready for paint
4. Drop ceiling with flourescent lighting minimum to meet code 2 x 4.
5  Electrical Outlets on perimeter wall minimum to meet code.
6. Bathrooms minimum to meet code.
7. Windows and two double doors and exits door.
8. Water Sprinklers minimum to meet code.

C. Tenant's Work:

1. Banks  specific  improvements  to  leasehold  property  may be  performed  by
landlord at Tenant's  cost or the bank at its sole potion,  contract and pay for
improvements by a third party or perform these improvements  itself.  Bank shall
have the option to pay landlord,  should landlord perform the  improvements,  as
work progresses or landlord will finance said  improvements over a ten year term
at an  interest  rate of WSJ Prime,  subject to change  monthly,  and payment of
which shall be added to the monthly rent payment.

2.Drive  Thru-  Tenant at its own cost shall  obtain all  necessary  permits and
construct Tenant's drive thru facility over the retention pond for no additional
rent for a period of 10 years.  Six (6) months prior to  expiration of the Lease
Tenant & Landlord will mutually agree on additional rent for drive thru facility
except as relating to D. below.

3. All additional improvements to separate space will be at Tenant's cost.

D. Tower:  Landlord will  construct a tower on out parcel  building and Landlord
and  Tenant  will split the cost of adding a tower in half  equally.  "Bank sign
age, in accordance with building code of the City of Jacksonville,  is allowable
on tower  addition,  which must be approved by  landlord.  Approval  will not be
unreasonably withheld and paid for by Tenant.Landlord shall use all commercially
reasonable efforts to complete Landlord's  Improvements within a reasonable time
after the execution  hereof by the parties  hereto,  subject to delays caused by
strike, casualty,  fire, injunction,  action of the elements, or any other cause
beyond the control of Landlord.  Under no circumstances shall Landlord be liable
for any delay or failure to commence or complete Landlord's Improvements.

E. Use.  Tenant will, at Landlord's  request and Tenant's  expense,  provide and
install  whatever  devices,  such as  insulation,  baffling,  etc.,  that may be
necessary to prevent any noise, odors, vibrations or water form extending beyond
the Premises to adjacent stores and/or common areas.  Tenant will be responsible
to repair in a timely manner,  and in a good and workmanlike  manner, and damage
caused by noise,  odors,  vibrations or water extending  beyond the Premises and
hod Landlord from any damages resulting therefrom.

F. Radon Gas. Radon is a naturally  occurring  radioactive  gas that when it has
accumulated in a building in sufficient quantities,  may present health risks to
persons who are exposed to it over time. Levels of radon that exceed Federal and
State guidelines have been found in buildings in Florida. Additional information
regarding radon may be obtained from your county public health unit. This notice
is given pursuant to 404.056(8) Florida Statutes.
<PAGE>

EXHIBIT C
(Page 2 of 2)
G. Construction Liens.  Pursuant to Florida Statutes 713.10, it is the intent of
the parties hereto that Landlord's interest in the Premises shall not be subject
to any liens  filed  because of or  arising  from the  Tenant's  failure to make
payments  in  connection  with  any  buildings  or  improvements   installed  or
constructed on the Premises.

H. Sign: Prominent position for Bank on Pylon.

I. Parking: 30 minute Parking shall be provided within vicinity of premises.

J. CPI The term "CPI" as used herein shall mean the Consumer Price Index for all
urban  consumers for the United States,  "All Items"  (1982-84=100),  U. S. City
Average,  complied by the United  States  Department  of Labor,  Bureau of Labor
Statistics, or its successor index.

K. Renewal Option:  Provided that Tenant is not in default of the lease.  Tenant
shall have the right,  privilege  and option to renew the term of this Lease for
two (2) additional  five (5) year period  ("Renewal  Period") upon and under all
other terms,  covenants,  and condition,  hereof, except as to further renewals,
and except  however (i) Minimum  Rent for each Lease Year of the renewal  Period
shall be as set forth  herein below and (ii) no  additional  option to renew the
term of the Lease shall apply to Tenant other than as provided  herein and (iii)
no  construction  allowance or rental  concessions  shall be accorded  Tenant in
connection with the Renewal Period.

L.  Cancellation  Clause:  Tenant  may at its option  cancel  this Lease only by
giving Landlord a certified  letter prior to December 26, 2000. If Landlord does
not  receive  certified  letter  prior to  December  26, 2000 the Lease shall be
deemed in full force for the full length of Lease as provided herein.

The Minimum Rent during each Lease Year of the Renewal  Period shall increase as
set out below and shall include  additional  rent for the drive thru facility as
agreed to by the parties.

RENEWAL  PERIOD;  Increase  annually  according to CPI. At the end of each Lease
Year during the Term of any renewal  hereof,  the next year's Minimum Rent shall
be an amount equal to the then amount of Minimum Rent as increased by any rental
adjustment  hereunder,  payable  during the prior  Lease Year,  multiplied  by a
fraction, the numerator of which is the Consumer Price Index for the first month
of the then current Lease Year and the dominator of which is the Consumer  Price
Index for the first month of the  immediately  preceding  Lease Year or 3% which
ever is greater not in excess of 6% plus additional rent on Exhibit "C".

Written  notice of the intent to exercise this renewal  option must be delivered
by Tenant to Landlord at lease six (6) months  prior to the  expirations  of the
term  hereof,  or any  renewals  thereof,  or such  option  shall be  considered
unexercised  and thereof null and void. The option shall be considered  null and
void if Tenant  is more  than ten (10)  days  late two (2) or more  times in any
twelve (12) month period in the payment of rental charges required by this Lease
to be paid by Tenant,  or if Tenant commits any other default under the terms of
this Lease, or upon the expiration or earlier  termination of this Lease for any
reason.  If Tenant is in default  under the terms and  provisions of this Lease,
Tenant  shall  have no right to renew  the term of this  lease  during  the time
commencing  from the date Landlord gives to Tenant a notice of default under the
Lease and  continuing  until the default  alleged is said  notice is cured.  The
period of time within  which said renewal  option may be exercised  shall not be
extended  or  enlarged by reason of the  inability  of Tenant to  exercise  said
renewal options because of such default. Notwithstanding any provision herein to
the contrary,  the term of the Lease shall not be renewed as herein provided, if
at any time  following  the exercise by the Tenant of the renewal  option herein
granted,  Tenant under the Lease and Landlord has elected to terminate the Lease
as a result of such default in accordance  with the terms and provisions of this
Lease.
<PAGE>

                                    EXHIBIT D

                                GUARANTY OF LEASE

In consideration  of the making of the within Lease by Landlord,  MANT Equities,
LLC,  and the sum of $1.00 paid by the Landlord to the  undersigned,  receipt of
which is acknowledged, the undersigned (jointly and severally, if more than one)
hereby  unconditionally  guarantees to the Landlord, its successors and assigns,
the payment by the Tenant ,Oceanside Bank of all rents fixed in the within Lease
and the  performance  by Tenant of all the terms and  provisions  of the  within
Lease and any fully executed amendments, modifications,  addendums or additions,
as if it had itself  executed  said  Lease as Tenant  and,  upon any  default by
Tenant,  agrees to perform each and every  obligation of Tenant under this Lease
or any renewal,  modifications,  assignment,  subletting  or extension  thereof,
including, but not limited to the payment of such sum or sums of money as may be
due.  This guaranty is absolute and  unconditional  and shall not be affected or
diminished by an assignment of the attached Lease or subletting of the Premises.
The rights  herein  granted  shall be in addition to any rights of the  Landlord
against  Tenant,  shall exist  regardless of any re-entry of the Premises by the
Landlord  and shall not be waived by any failure on the part of the  Landlord to
assert  rights or remedies  against the Tenant.  Landlord  reserves the right to
modify  the  Lease  without  notice  to or  consent  from  the  Guarantors.  The
Guarantors  hereby  warrant  that they have a  financial  interest in the Tenant
aforesaid.  Landlord  shall  not be  required  to resort  to the  Tenant  before
instituting action against any individual guarantor or guarantors jointly.

In the testimony whereof,  this guaranty has been duly executed under seal as of
the same day and year as the Lease to which this guaranty is attached.

Signed and acknowledged                        OCEANSIDE BANK
in the presence of:
                                               /s/Barry W. Chandler
--------------------------                     --------------------
Witness as to signatures                       Barry W. Chandler
President CEO