EXHIBIT 10.2


                               ASSET PURCHASE AND
                         LIABILITY ASSUMPTION AGREEMENT

          AGREEMENT, dated as of June 14, 2002, by and between UNION STATE BANK,
a New York State Banking Association with its principal office located at 100
Dutch Hill Road, Orangeburg, New York 10962 ("Buyer"), and FOURTH FEDERAL
SAVINGS BANK, a Federally Chartered Savings Association with its principal
offices located at The Fourth Federal Building, 325 Hamilton Avenue, White
Plains, New York 10601-1715 ("Seller").

                                   WITNESSETH:

          WHEREAS, Seller operates the branch office listed in Exhibit A hereto
(hereinafter referred to as the "Branch Office");

          WHEREAS, Seller desires to transfer and Buyer desires to acquire
certain of the assets and assume the deposits and certain other liabilities of
the Seller's Branch Office, including, certain contractual rights associated
with the Branch Office, all of the fixtures and personal property located at the
Branch Office and cash on hand at the Branch Office;

          NOW THEREFORE, in consideration of the premises, the mutual promises
and covenants hereinafter set forth, and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, Seller and Buyer
agree as follows:

                                    ARTICLE I

                                   DEFINITIONS
                                   -----------

          For the purposes of this Agreement, the definitions in this Article I
and elsewhere in this Agreement shall apply:

          (a) "Account Loans" shall have the meaning set forth in Article IV(b).

          (b) "Assets" shall have the meaning set forth in Article IV.

          (c) "Assumption Funds" shall have the meaning set forth in Article
V(a).


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          (d) "Branch Office" means the Branch Office of Seller listed on
Exhibit A hereto.

          (e) "Closing Date" shall have the meaning set forth in Article VI(a).

          (f) "Cut-Off Date" shall have the meaning set forth in Article II(c).

          (g) "Environmental Laws" means all applicable federal, state and local
laws and regulations and rules relating to pollution or discharge of hazardous
substances into the environment.

          (h) "Lease" shall have the meaning set forth in Article III.

          (i) "Six Percent (6%) Liabilities" shall have the meaning set forth in
Article II(a).

          (j) "Three Percent (3%) Liabilities" shall have the meaning set forth
in Article II(b).

          (k) "Liabilities" shall have the meaning set forth in Article II(c).

          (1) "Operating Assets" shall have the meaning set forth in Article
IV(c).

          (m) "Records" shall have the meaning set forth in Article VI(c).

          (n) "Regulatory Approvals" shall have the meaning set forth in Article
X(a).

          (o) "Material Adverse Effect" shall have the meaning set forth in
Article VII(c).

          (p) "Market Areas" shall have the meaning set forth in Article
XIV(b)(5).

          (q) "Contract" shall have the meaning set forth in Article II(d).

          (r) "Deposit Accounts" shall have the meaning set forth in Article II
(a) and (b).

          (s) "ERISA" shall mean the Employee Retirement Income Security Act as
most currently amended.

          (t) "Excluded Deposits" shall have the meaning set forth in Article
II(e)(i).

          (u) "Purchase Price" shall mean the amount payable by Seller to Buyer
calculated in accordance with Article V.


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                                   ARTICLE II

                            ASSUMPTION OF LIABILITIES
                            -------------------------

          Upon the terms and subject to the conditions hereinafter set forth,
Seller agrees to assign, and Buyer agrees to assume liability on the Closing
Date for:

          (a) Six-Percent Liabilities - Those certain Deposit Accounts
maintained at or for the Branch Office (except for Excluded Deposits) as the
same shall exist on the Closing Date, together with interest accrued thereon
through the Closing Date (the "Six Percent (6%) Liabilities") as more fully
identified on Exhibit B and detailed on Exhibit B(a) and Exhibit B(b).

          (b) Three-Percent Liabilities - Those certain Deposit Accounts
maintained at or for the Branch Office (except for Excluded Deposits) as the
same shall exist on the Closing Date, as defined in Article VI hereof, together
with interest accrued thereon through the Closing Date (the "Three Percent (3%)
Liabilities") as more fully identified on Exhibit B-1.

          (c) Said Six Percent (6%) and Three Percent (3%) Liabilities on
Exhibit B and Exhibit B-1, respectively, which total approximately
$18,567,031.70 as of June 6, 2002, are collectively referred to as
"Liabilities". Exhibit B and Exhibit B-1 shall be updated as of a date agreed
upon by the parties which date shall be within ten (10) business days prior to
the Closing Date (the "Cutoff Date"). Exhibit B and Exhibit B-1 shall be further
updated by Seller as of the Closing Date and delivered by Seller to Buyer within
fifteen (15) days after the Closing Date. In connection with the assumption by
Buyer of the Liabilities, Seller shall transfer and deliver to Buyer as of the
Closing Date the originals of all records, documents and information relating to
the Liabilities, including such as shall be necessary to enable Buyer to comply
with any applicable tax withholding requirements relating to the Liabilities.

          (d) Contracts and Other Obligations - Contractual obligations
assumable by Buyer without penalty and related to the operation of the Branch
Office and any other obligations

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assumed by Buyer associated with the Assets, as defined below, are described on
Exhibit C hereto. Exhibit C shall also include any other agreements not
otherwise assumed affecting the occupancy of the Branch Office or which restrict
the use of the Branch Office. Seller shall, upon execution of this Agreement,
provide copies of the Contracts identified on Exhibit C. For purposes of this
Agreement, Contracts shall mean those agreements set forth on Exhibit C
including the Lease herein. Exhibit C shall be further updated as of the Closing
Date and delivered by Seller to Buyer at Closing.

          (e) No Assumption of Other Liabilities - Except for the liabilities
specifically assumed as set forth in Article II(a), (b) and (c) of this
Agreement, Buyer is not assuming any other liabilities or obligations, whether
or not the same is in any way involved, either directly or indirectly, with the
operation by Seller of its business or to which Seller may have become a party
or liable by reason of its business. Liabilities not assumed include, but are
not limited to, the following:

          (i) Excluded Deposits which shall mean those Liabilities not included
          in Exhibit B and B-1;

          (ii) Seller's cashier checks, money orders, interest checks and
          expense checks issued prior to the Closing Date, consignments of U.S.
          Government bonds, if any, and any and all traveler's checks;

          (iii) liabilities or obligations of Seller with respect to any
          litigation, suits, claims, demands or governmental proceedings
          existing at the time of or arising out of or relating to acts, events
          or omissions to act that occurred at or prior to the Closing Date;

          (iv) liabilities of Seller for or under any data processing contracts;
          and

          (v) other equipment leases not specifically assumed by Buyer as listed
          on Exhibit


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                                   ARTICLE III

                                  BRANCH LEASE
                                  ------------

          The consummation of the transactions contemplated by this Agreement is
expressly conditioned upon the execution and delivery, on the Closing Date, of
an assignment of the lease for the Branch Office which lease shall be in the
form set forth at Exhibit H (the "Lease") and the compliance by Seller with all
conditions precedent set forth in said Lease or alternatively a new lease
between Landlord and Buyer.

                                   ARTICLE IV

                               PURCHASE OF ASSETS
                               ------------------

          On the Closing Date, Buyer shall purchase, acquire and accept, and
Seller shall sell, transfer, convey, assign and deliver to Buyer all of the
right, title and interest of Seller, free and clear of all liabilities,
obligations which are associated with account loans, liens and encumbrances,
with the exception of those liabilities and obligations described on Exhibit C
and Exhibit E hereto, upon the terms and subject to the conditions hereinafter
set forth, in the following assets (the "Assets"):

          (a) Operating Assets - The personal property, office equipment and
fixtures and improvements located in and being on the premises of the Branch
Office as of the date hereof and which are described in detail on Exhibit D
hereto ("Operating Assets"), less items disposed of in the ordinary course of
business consistent with past practice. Exhibit D shall be further updated as of
the Closing Date and delivered by Seller to Buyer on the Closing Date. The
purchase price of the Operating Assets described on Exhibit D shall be $-0-.

          (b) Account Loans - All loans and lines of credit secured by or
associated with the Liabilities maintained at or for the Branch Office and which
are identified on Exhibit E hereto together with accrued interest thereon
("Account Loans"), which Exhibit shall be updated as of the Cut-Off Date and
such updated Exhibit shall be delivered by Seller to Buyer on the Closing

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Date, and shall be further updated as of the Closing Date and delivered by
Seller to Buyer, within fifteen (15) days after the Closing Date. Buyer reserves
the right to examine the credit file and credit reports related to the Account
Loans and, upon thirty (30) days prior notice to Seller prior to the Closing
Date, to delete such Account Loans as do not meet Buyer's reasonable credit
criteria. The purchase price for the Account Loans shall be an amount equal to
the outstanding principal balance for such Account Loans on the Closing Date
plus accrued interest. To the extent that there are any late charges or fees
owed through the Closing Date for the Account Loans purchased by Buyer, then
Buyer shall remit to Seller within ten (10) days after receipt of such charges
or fees such late charges and/or fees actually collected and which were due and
owing with respect to the purchased Account Loans as of the Closing Date.

                                    ARTICLE V

                PAYMENT FOR ASSETS AND ASSUMPTION OF LIABILITIES
                ------------------------------------------------

          (a) On the Closing Date, Seller shall pay to Buyer the Purchase Price
("Purchase Price") by wire transfer of immediately available funds in an amount
equal to:

                            (1) The total outstanding balance of the Liabilities
                            at the Closing Time plus the net amount of any pro
                            rata items owed by Seller to Buyer under Article
                            V(c) below, if any, less

                            (2) the sum of (i) the amount of the purchase price
                            of the Operating Assets and the Account Loans
                            determined in accordance with Article IV, (ii) the
                            amount of any cash on hand at the Branch Office to
                            be transferred to Buyer on the Closing Date, (iii)
                            the net amount of any prorated items owed by Buyer
                            to Seller under Article V(c) below, (iv) a premium
                            equal to six (6.00%) percent of the total
                            outstanding balance amount of liabilities described
                            in Exhibit B as of the Closing Date, (v) a premium
                            equal to


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                            three (3.0%) percent of the total outstanding
                            balance amount of liabilities described in Exhibit
                            B-1 as of the Closing Date and (vi) the amount of
                            all security or other deposits paid by Seller in
                            connection with any contractual obligations, as set
                            forth in Exhibit C hereto, and assumed by Buyer on
                            the Closing Date. The funds being transferred from
                            Seller to Buyer pursuant to this Article V(a) are
                            hereinafter referred to as the "Assumption Funds".
                            The amount of Assumption Funds to be paid on the
                            Closing Date shall be based upon the respective
                            balances of the Liabilities and Assets on the
                            Cut-Off Date, provided that the amount of the
                            Assumption Funds shall be subsequently adjusted
                            pursuant to paragraph (d) below.

          (b) Notwithstanding the provisions of Paragraph (a) above, in the
event the amount of the Liabilities is less than $16.0 million as of the Closing
Date, Buyer shall have the right but not the obligation to terminate this
Agreement without any further liabilities or obligations to perform hereunder.
In the event that the Liabilities are in excess of $20.0 million, Buyer's
obligations hereunder shall remain in effect, however, there shall be no premium
paid on any amount of Liabilities which exceed $20.0 million.

          (c) Pro rationing - Federal deposit insurance premiums, insurance
premiums, taxes withheld, collected from or payable on behalf of employees; and
other amounts both payable and/or receivable and equipment, alarm, and other
service agreement costs with respect to the Branch Office premises, including
accrued interest, if any, shall be prorated as of the Closing Date on the basis
of a 365 day year and reflected on the Closing Statement as set forth below. Any
items susceptible of being prorated but which cannot be prorated by the Closing
Date shall be prorated as soon as the requisite information is available and
shall be paid within fifteen (15) days thereafter by the appropriate party to
the other party.


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          (d) Post-Closing Adjustments - The actual Assumption Funds will be
calculated based upon the respective balances of the Liabilities and Assets as
of the Closing Date, as soon as the requisite information is available. An
amount equal to the difference between the Assumption Funds transferred on the
Closing Date and the amount of Assumption Funds determined to be actually due
from Seller to Buyer or Buyer to Seller, as the case may be, (the "Post-Closing
Adjustments") shall be transferred, together with interest accrued thereon from
the Closing Date at the Federal Funds rate, which shall be determined by the
average of the high and low rates quoted for overnight Federal Funds in the
"Money Rates" column of the Wall Street Journal on the Closing Date, to Seller
from Buyer or to Buyer from Seller, as the case may be and shall be paid by wire
transfer of immediately available funds. The Post-Closing Adjustments shall be
calculated and paid at a mutually agreed upon time and place within twenty (20)
days after the Closing Date.

          (e) Adjustment to Assumption Funds - An appropriate adjustment to the
amount of Assumption Funds shall be made in the event that a good faith error in
calculating the amount of the Liabilities or Assets is discovered within ninety
(90) days after the Post-Closing Adjustments referred to in paragraph V(d)
above.

                                   ARTICLE VI

                        CLOSING AND TRANSITIONAL MATTERS
                        --------------------------------

          (a) Closing - The closing of the transactions contemplated by this
Agreement shall take place within 30 days following the date on which all of the
regulatory approvals referred to in Article X(a) of this Agreement shall have
been obtained, all applicable waiting periods have expired or on such other date
as shall be mutually agreed to by the parties hereto (the "Closing Date").

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<PAGE>


          The closing shall take place at the offices of Buyer at 10:00 a.m.,
Eastern Time, on the date set forth above or at such other time and place as
shall be mutually agreed to by the parties hereto. Seller and Buyer agree to
diligently and in good faith take all actions prescribed by this Agreement to
effect consummation of the transactions contemplated by this Agreement by on or
before October 31, 2002 (the "target date"). The closing of this transaction by
the "target date" shall not, however, be binding nor enforceable by either
Seller or Buyer. The provisions of this Agreement relating to the Closing Date
shall, in all events, be applicable.

          (b) Closing Payment - The amount of the Assets and Liabilities to be
transferred pursuant to this Agreement shall be determined as of the Closing
Date, and the assumption of the Liabilities and the transfer of the Assets shall
be deemed to take place immediately upon the close of business on the Closing
Date.

          (c) Closing Statement - Calculation of the payment for Assets and
assumption of Liabilities shall be set forth on a Closing Statement. Seller
shall afford Buyer and its accountants and attorneys the opportunity to review
all work papers and documents used by Seller in preparing the Closing Statement.

          (d) Transfer of Records and Retention of Records - On the Closing
Date, Seller shall transfer, assign and deliver to Buyer such of the following
records (the "Records") pertaining to the Liabilities as exist in whatever form
or medium such records are maintained by Seller on the Closing Date: (i)
signature cards, orders and contracts between Seller and depositors, and records
of similar character, (ii) deposit slips and cancelled checks or withdrawal
orders representing charges to depositors, (iii) individual retirement account
("IRA") and Keogh documents and authorization for IRA and Keogh customers, (iv)
special customer authorizations, including stop payments, other account holds,
wire transfer instructions and automatic transfers, (v) organization and
business account resolutions and authorizations, (vi) passbook loan contracts,

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collateral, and related documents, (vii) overdraft line of credit contracts and
related documents, (viii) copies of tax identification numbers, copies of ACH
origination forms and records and such other records as may be reasonably
requested by Buyer. Seller shall be entitled to retain copies of Records.

          Buyer acknowledges and agrees that it will preserve and safely keep,
for as long as may be required by applicable law, all of the records of account
referred to above for the joint benefit of Seller and Buyer, and that, with
respect to transactions occurring on or before the Closing Date and involving
the Liabilities, it will provide to Seller or its designated representatives,
upon request, at any reasonable time and from time to time, information
concerning the records of account and/or extracts therefrom or copies thereof.
Seller and Buyer each acknowledge and agree that they shall provide to the
Internal Revenue Service (IRS), to the extent required by law, Form 1099's with
respect to each accountholder in respect of the Liabilities for the periods
during which Seller and Buyer respectively administer such Liabilities. At all
times each party shall preserve and maintain the confidentiality of all such
records of account and other depositor or customer information in accordance
with customary banking practice and all applicable federal and state laws, rules
and regulations.

          (e) Checking Accounts/Notice to Depositors - In order to reduce the
continuing charges to Seller through the check clearing system of the banking
industry which will result from check forms of Seller being used after the
Closing Date by depositors or holders of the Liabilities, Seller shall after
receipt of all regulatory approvals and, not less than thirty (30) days prior to
the Closing Date, provide notice to depositors or holders of Liabilities by
letter in a form reasonably acceptable to Buyer and in compliance with
applicable law and regulations, notifying the depositor or holder of Liabilities
of the pending transfer of his or her account pursuant to this Agreement and
subject to closing requirements. Buyer, provided that Seller has provided Buyer

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with customer deposit information in a readable format, at its cost and expense,
on or immediately after the Closing Date, shall prepare and mail, and Seller
shall cooperate with Buyer in connection therewith, to each depositor or other
holder of a Liability, as appropriate, (i) a letter prepared by Buyer and
reasonably acceptable to Seller notifying each such depositor or holder of the
transfer of his or her account pursuant to this Agreement and requesting where
appropriate that effective on a future date at some reasonable time after the
Closing Date such depositor or holder cease writing checks, drafts and
withdrawal orders on forms provided by Seller and carrying its imprint
(including name and transit routing number) against any such account, and that
such depositor or holder destroy unused checks and withdrawal orders of Seller,
and (ii) as appropriate, signature cards and checks and withdrawal order forms
of Buyer with instructions to utilize the checks or withdrawal orders of Buyer
from the designated date forward.

          (f) Routing of Checks - On or before the Closing Date, Seller and
Buyer shall cooperate and shall take all such action as is necessary to arrange
for the direct routing to Buyer through the check clearing system of the banking
industry, effective immediately after the Closing Date, of all checks, drafts
and withdrawal orders on forms provided by Seller and carrying its imprint
(including name and transit routing number) and relating to the Liabilities. In
the event that after the Closing Date, Seller shall receive any such checks,
drafts or withdrawal orders through the check clearing system of the banking
industry, Seller shall immediately forward to Buyer or Buyer's agent to a
location designated by Buyer, at the cost and expense of Buyer, by courier
service, overnight delivery service, or such other means as Buyer shall
reasonably request, all such checks, drafts, and withdrawal orders for
processing by Buyer. Seller's obligations hereunder shall terminate on the
expiration of 120 days from the Closing Date.

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          (g) Payment of Checks - Following the Closing Date, Buyer agrees to
pay in accordance with law and customary banking practices all properly drawn
checks, drafts and withdrawal orders presented to Buyer by mail, over the
counter, through the check clearing system of the banking industry, and/or in
the manner set forth below, by depositors or holders of the Liabilities, whether
drawn on the checks, drafts or withdrawal order forms provided by Seller or by
Buyer, and in all other respects, to discharge after the Closing Date, in the
usual course of the banking business, all duties and obligations with respect to
the balances due and owing to the depositors or holders of the Liabilities.

          (h) Demand for Payment from Seller - If any such depositors or
holders, instead of accepting the obligation of Buyer to pay the Liabilities
assumed by Buyer pursuant to this Agreement, shall demand payment from Seller
for all or any part of such assumed Liabilities, Seller shall refer all such
depositors or holders to Buyer in the manner and with such instructions, if any,
as shall be hereafter established by Seller and Buyer, and Buyer shall thereupon
be responsible for making such payment (if still demanded) to such depositor or
holder. If any of such depositors or holders after the Closing Date shall
present to Seller, whether in person by mail, or otherwise, a check, draft or
withdrawal order drawn against any of the Liabilities, Seller shall refer such
depositor or holder, or deliver such check, draft or withdrawal order, to Buyer
as set forth above. Buyer shall pay all such properly drawn checks, drafts and
withdrawal orders as set forth above and shall promptly reimburse Seller for all
expenses paid and charges incurred, if any, by Seller with respect to all such
properly drawn checks, drafts and withdrawal orders. Seller shall not, at any
time, be liable or responsible for making payment on such items by reason of its
obtaining custody of them for transmittal to Buyer.

          (i) Direct Deposits - Seller shall provide all information and take
all steps required to be taken by it that are reasonably necessary for Buyer to
effect the transfer of any direct deposit

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arrangement affecting any of the Liabilities and shall promptly pay to Buyer any
funds received by Seller which are intended to be credited to any such
Liability. Buyer shall complete all actions necessary to effect the transfer of
such direct deposit arrangements within 60 days of the Closing Date. Seller
shall have the right to return to the payor any direct deposit item received by
it subsequent to 60 days after the Closing Date, or such other time period as
Buyer and Seller may mutually agree upon.

          (j) Notice to Customers - Seller shall cooperate and use commercially
reasonable efforts to assist in the transfer to Buyer of the Liabilities,
Account Loans, Leasehold and Operating Assets, and shall take all actions
necessary to accomplish such transfer, including but not limited to the
provision of any required notices to customers in respect of the Liabilities and
the Account Loans. Seller shall supply Buyer with such information and records
in its possession and control relating to the Liabilities and the Account Loans
as Buyer may reasonably request, including, but not limited to, periodic
portfolio reports and computer tapes setting forth current account information
in machine-readable format and any information required for inclusion in all
applications to regulatory authorities necessary to consummate the transactions
contemplated by this Agreement. Further, Seller shall assist to facilitate a
smooth transfer of information from Seller's processing system to Buyer's
processing system.

          (k) Retirement Plan Accounts - Prior to the Closing Date, Buyer shall
designate a successor trustee or custodian, which may be Buyer ("Successor
Trustee/Custodian"), as to any IRA or Keogh plan account constituting
Liabilities and the parties will cooperate with the Successor Trustee/Custodian.
Seller will transfer the trusteeship/custody of all such IRA and Keogh plan
accounts to the Successor Trustee/Custodian on the Closing Date, subject to the
Successor Trustee's/Custodian's written acceptance of its duties as Successor
Trustee/Custodian in form and substance acceptable to Seller and to the extent
permitted by the documentation

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governing each IRA and Keogh Plan. Seller shall be responsible for all federal,
state and local income tax reporting for such IRAs and Keogh plan accounts for
the period of time ending on the Closing Date and the Successor
Trustee/Custodian shall be responsible for such reporting thereafter. In the
event that any customer should object to the transfer of any IRA or Keogh plan
account to the Buyer herein, then such account will be transferred as directed
by said customer and the purchase price herein shall be adjusted accordingly.

          1. Holds and Stop Payments - Holds or stop payment orders that have
been placed by Seller on particular Liabilities or on individual checks, drafts
or other instruments that are transferred to Buyer as Liabilities shall be
continued by Buyer under the same terms. Seller shall deliver to Buyer on the
Closing Date a schedule of such holds or stop payment orders.

          m. ATM Cards, ACH Transactions and Returned Checks - Seller and Buyer
agree that the issues and requirements related to ATM cards, ACH transactions
and returned checks cannot be resolved as of the date of this Agreement and both
Seller and buyer hereby agree that each shall diligently and in good faith
resolve such issues and adopt such procedures as are mutually acceptable. An
Operations representative from Seller and Buyer respectively shall communicate
and shall cooperate to achieve the foregoing.

                                   ARTICLE VII

                    REPRESENTATIONS AND WARRANTIES OF SELLER
                    ----------------------------------------

          Seller represents and warrants to Buyer that:

          (a) Corporate Organization and Standards - Seller is a savings
association duly organized and validly existing under the laws of the United
States; has the corporate power and authority to own and operate its properties
and to conduct its business as a savings association in the manner in which it
is presently being conducted; and has the corporate power and authority

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to execute and deliver this Agreement and to carry out all of the transactions
contemplated by this Agreement.

          (b) Corporate Authority and Authorization - The execution and delivery
of this Agreement and each of the documents and instruments contemplated hereby
have been duly authorized by all necessary corporate action to be taken on the
part of Seller; and upon execution and delivery, this Agreement and each of such
other documents and instruments will be valid and binding obligations of Seller,
enforceable in accordance with its terms, subject to bankruptcy, insolvency,
reorganization, receivership, conservatorship, moratorium, fraudulent
conveyance, fraudulent transfer or other similar laws relating to or affecting
the enforcement of creditors' rights generally, laws affecting the rights of
creditors of financial institutions the deposits of which are insured by the
Federal Deposit Insurance Corporation (FDIC) and to general principles of
equity, whether considered in a proceeding at law or in equity.

          (c) No Violation - The execution and delivery of this Agreement and of
the other instruments and documents contemplated hereby do not and will not
conflict with, violate, breach or cause a default under the (i) Charter or
Bylaws of Seller, (ii) any material agreement or other instrument to which
Seller is a party or by which it is bound, or (iii) any order, judgment,
injunction, decree or award of any court, arbitrator, government or governmental
agency by which Seller is bound; or (iv) any law, ordinance, rule or regulation
of any governmental authority as such laws, ordinances, rules or regulations
related to the conduct of Seller's business, except in the case of clauses (ii),
(iii) and (iv) above, for any conflict, violation, breach or default that,
individually or in the aggregate, would not have a Material Adverse Effect. For
purposes of this Agreement, "Material Adverse Effect" shall mean: A substantial
change in the business presently conducted by Seller at the Branch Office or its
ability to conduct such business at the

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Branch Office in substantially the same manner as presently conducted as of the
date of the Agreement.

          (d) Deposit Insurance - The deposit accounts of Seller are insured by
the FDIC to applicable limits and no action is pending or, to the knowledge of
Seller, threatened with respect to the termination of such insurance.

          (e) Good and Marketable Title to Operating Assets - Seller has good
and marketable title to the Operating Assets free and clear of all liens,
claims, charges, security interests and encumbrances other than (i) liens of
current taxes not yet due, and (ii) such imperfections of title, encumbrances or
easements, if any as are not substantial in character, amount or extent and do
not materially detract from the value or interfere with the present or proposed
use thereof. Seller has not undertaken any construction or improvements on the
premises leased pursuant to the current Lease which would give rise to any
mechanics', materialmen's or other liens which Buyer would be required to
discharge.

          (f) Operating Assets - All Operating Assets to be conveyed or assigned
by Seller are conveyed or assigned "as-is" and without further representation or
warranty other than that all such Operating Assets are appropriate for the
purposes intended and Seller agrees to maintain the Operating Assets through the
Closing Date, ordinary wear and tear excepted.

          (g) Regulatory Approvals - Seller has all approvals, authorizations,
consents, permits, licenses and orders of the Office of Thrift Supervision
("OTS") required for the business conducted by Seller at the Branch Office.
Other than compliance with 12 C.F.R. ss. 563.22, no notices, reports or other
filings are required to be made by Seller with, nor are any consents,
registrations, approvals, permits or authorizations required to be obtained by
Seller from any governmental or regulatory authorities of the United States or
any state in connection with the

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execution and delivery of this Agreement by Seller or the consummation of the
transactions contemplated hereby by Seller.

          (h) No Litigation - There are no actions, proceedings or, to the
knowledge of Seller, investigations pending or threatened against or affecting
Seller (or any basis therefor known to Seller) which, if decided adversely,
would have a Material Adverse Effect or would have the effect of enjoining or
impairing the ability of Seller to consummate the transactions contemplated by
this Agreement.

          (i) Broker's Fees - Other than FINPRO, Inc., Seller has not retained
or otherwise engaged any third party agent or broker, or agreed to pay any fee
or commission to any such person or entity in connection with or with respect to
the transactions contemplated by this Agreement. Seller is solely responsible
for the payment of any fees or commissions to FINPRO, Inc.

          (j) Accounts Loans - Each Account Loan is a legal, valid and binding
obligation of the borrower, secured by the related Liability in accordance with
Seller's underwriting standards as disclosed to Buyer, has been originated and
serviced in all material respects accordance with all applicable laws,
regulations and orders, and is authorized under applicable laws, regulations and
orders to be transferred by Seller to Buyer hereunder. Seller, to the best of
its knowledge, is not subject to any liability for violations of any applicable
law, regulation or order with respect to any such Account Loan arising out of
actions or events occurring prior to the Closing Date or the transfers
contemplated hereby. Seller is the sole owner of each Account Loan free and
clear of all liens, claims, security interests, charges and encumbrances.

                                       17


<PAGE>


                                  ARTICLE VIII

                     REPRESENTATIONS AND WARRANTIES OF BUYER
                     ---------------------------------------

          Buyer represents and warrants to Seller that:

          (a) Corporate Organization and Standing - Buyer is a New York State
Banking Association duly organized and validly existing under the laws of the
State of New York; it has the corporate power and authority to own and operate
its properties and to conduct its business as a bank in the manner in which it
is presently being conducted, and it has the corporate power and authority to
execute and deliver this Agreement and to carry out all of the transactions
contemplated by this Agreement.

          (b) Corporate Authority, Due Authorization; Execution and Delivery -
The execution and delivery of this Agreement and each of the documents and
instruments contemplated hereby have been duly authorized by all necessary
corporate action to be taken on the part of Buyer; and, upon execution and
delivery, this Agreement and each of such other documents and instruments will
be valid and binding obligations of Buyer, subject to bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyances, fraudulent transfers or
other similar laws relating to or affecting the enforcement of creditors' rights
generally, laws affecting the rights of creditors of financial institutions the
deposits of which are insured by the Federal Deposit Insurance Corporation
(FDIC) and to general principles of equity, whether considered in a proceeding
at law or in equity.

          (c) No Violation - The execution and delivery of this Agreement and of
the other instruments and documents contemplated hereby do not and will not
conflict with, violate, breach or cause a default under the Charter or Bylaws of
Buyer, or any agreement or other instrument to which Buyer is a party or by
which it is bound, or any order, judgment, injunction, decree or award of any
court, arbitrator, government or governmental agency by which Buyer is

                                       18


<PAGE>



bound; or result in the creation of any lien, charge or encumbrance upon the
assets of Buyer or any part thereof; or constitute a violation by Buyer of any
law, ordinance, rule or regulation of any governmental authority as such laws,
ordinances, rules or regulations relate to Buyer or the conduct of its business.

          (d) Deposit Insurance - The deposit accounts of Buyer are insured by
the FDIC to applicable limits and no action is pending or, to the knowledge of
Buyer, threatened with respect to the termination of such insurance.

          (e) No Broker - Buyer has not retained or otherwise engaged any
third-party agent or broker or finder or agreed to pay any fee or commission to
any such person or entity in connection with or with respect to the transactions
contemplated by for or on account of this Agreement.

          (f) Regulatory Approvals - Other than as required by Bank Merger Act,
the FDIC and the New York State Banking Department, no notices, reports or other
filings must be made by Buyer with, nor are any consents, registrations,
approvals, permits or authorizations required to be obtained by Buyer from any
governmental or regulatory authorities of the United States or any state in
connection with the execution and delivery of this Agreement by Buyer or the
consummation of the transactions contemplated hereby by Buyer. Buyer has not
received any indication from any federal, state or other governmental agency
that such agency would oppose or refuse to grant or issue its consent or
approval, if required, with respect to the transactions contemplated hereby.

                                   ARTICLE IX

                                    COVENANTS
                                    ---------

          (a) Access to Records and Properties - Upon the execution of this
 Agreement, Seller shall provide Buyer, its agents, attorneys, accountants and
 employees access upon at least twenty-four (24) hours notice during normal
 business hours to the premises and records of the

                                       19


<PAGE>



Branch Office in order to conduct such additional investigation of the business
of the Branch Office and the Operating Assets and Liabilities, to be transferred
pursuant to this Agreement, and to the collateral and documents related thereto,
that Buyer deems necessary or appropriate, provided that such inspection shall
not disrupt or unduly interfere with the conduct of Seller's business and such
access shall be subject to Seller's normal security procedures. Seller will
furnish to Buyer copies of such documents and information with respect to the
Assets and Liabilities, and the business, properties and personnel of the Branch
Office as Buyer shall from time to time reasonably request. The foregoing shall
be coordinated by senior personnel of Seller and Buyer. Nothing in this section
shall be deemed to require Seller to breach any obligation of confidentiality.

          (b) Ordinary Course of Business - Between the date hereof and the
Closing Date, Seller shall not engage in any transaction related to the Branch
Office outside the ordinary course of business of the Branch Office as conducted
as of the date hereof, except for activities or transactions contemplated by
this Agreement. Seller will not change the terms of the Liabilities or
materially increase the rate paid on the Liabilities other than changes made in
the ordinary course of business consistent with past practice or changes to
conform with Seller's practices to those of Buyer.

          (c) Preservation of Business - From the date hereof until the Closing
Date, Seller will use commercially reasonable best efforts to obtain and retain
deposit accounts and to maintain all other customer and business relations at
the Branch Office in the ordinary course consistent with past practices. Seller
agrees to use commercially reasonable best efforts to preserve its business
operation as conducted at the Branch Office intact , and to preserve for the
Buyer the goodwill of its customers; and to exercise reasonable efforts to
cooperate with and assist Buyer in assuring the orderly transition of such
business from Seller to Buyer. Nothing in this section shall be

                                       20


<PAGE>


construed as requiring Seller to engage in any activity or effort outside the
ordinary course of business as presently conducted.

          (d) Buyer and Seller Regulatory Applications - With Seller's
cooperation as provided herein, Buyer shall promptly prepare and file within
thirty (30) days after the date of this Agreement with the New York State
Banking Department and the FDIC, and any other regulatory agency all
applications or notices necessary for the carrying out of the transactions
contemplated by this Agreement, shall publish or distribute such notices as may
be required under the Bank Merger Act or otherwise and shall exercise its best
efforts to obtain approvals of all such applications. Buyer shall promptly
provide Seller with copies of all filed applications. Seller shall prepare and
file such applications to OTS or other regulatory agencies as may be required to
effect the transaction,

          (e) Use of Seller's Name - Buyer agrees that after the Closing Date
the name of Seller shall not be used in any manner in connection with the
operation of the Branch Office without the express, prior written consent of
Seller. Buyer shall not state or imply that Seller is in any way involved as a
partner, joint venturer or otherwise in the business of Buyer.

          (f) Cooperation - Neither Seller nor Buyer shall voluntarily undertake
any course of action inconsistent with the satisfaction of the requirements
applicable to it in this Agreement, and each shall promptly do all such acts and
take all such measures as may be appropriate to enable it to perform as early as
practicable the obligations herein provided to be performed by it and to cause
all the conditions precedent to consummation to be satisfied.

          (g) Taxes, Utilities, Etc. - Seller shall pay and discharge all taxes,
general and special assessments, rents, utilities and other charges of every
description which may be levied on or assessed against the Operating Assets and
which are payable before the Closing Date and shall not sell, lease or encumber
the Operating Assets from the date hereof through the Closing Date.

                                       21


<PAGE>


In addition, Seller shall maintain insurance with respect to the Operating
Assets and the Branch Office against losses, liabilities and risks of such types
and in such amounts at least equal to their respective net book values or such
greater amounts as are customarily carried by depository institutions, for the
period prior to the Closing Date.

          (h) Condition of Operating Assets - Seller shall keep, or cause to be
kept, in good repair the Operating Assets. All Operating Assets purchased by
Buyer under this Agreement are purchased as is, without any warranty, either
expressly written or otherwise implied, as to use or performance of the
Operating Assets after the Closing Date.

          (i) Inability to Comply with Covenants - Seller, on the one hand, and
Buyer on the other shall from time to time, as promptly as possible, give or
cause to be given to each other written notice of any information that may
become known to it indicating that it may be impossible to satisfy all
conditions precedent to Closing hereunder or which, if known on or before the
date of this Agreement, would have been subject to disclosure or render any
representation herein inaccurate.

          (j) No Solicitation - From the date of execution of this Agreement
until the earlier of the Closing Date or termination of this Agreement, Seller
shall not actively solicit any agreement, negotiation or discussion or enter
into any agreement, negotiation or discussion with any party other than Buyer
regarding the sale, assignment, transfer or other disposition of the Assets or
the assumption of the Liabilities

          (k) Return of Information - In the event that the transactions
contemplated hereby are not consummated for any reason, Buyer agrees that it
will return, or cause to be returned, to Seller all information obtained in
connection with the transactions contemplated by this Agreement and shall not,
except as otherwise required by law, disclose or use such information in the
conduct of Buyer's business.

                                       22


<PAGE>



          (1) Employee Matters - Buyer agrees to offer employment to Seller's
employees at such employee's current base salary subject to completion of
satisfactory interviews with Buyer and in compliance with Buyer's standard
hiring practices. Buyer is not assuming, nor shall it have responsibility
whatsoever for the continuation of or any liability under or in connection with
(i) any employment contract, collective bargaining agreement, plan or
arrangement providing for insurance coverage or for deferred compensation,
bonuses, stock options or other forms or incentive compensation or
post-retirement compensation or benefits which are entered into or maintained,
as the case may be, by Seller; (ii) any "employee benefit plan" as defined in
Section 3(3) of ERISA which is subject to any provision of ERISA and is
maintained, administered or contributed to by Seller or any affiliate of Seller;
(iii) any withholding or payroll taxes or penalty related thereto; (iv) any
employee benefits of Seller; or (v) any other employment-related obligation
arising as a result of actions by Seller or any affiliate thereof subsequent to
the Closing Date. This Agreement is not intended to create and shall not create
any contractual or legal rights in or enforceable by any employee of Seller.
Buyer agrees to obtain prior approval of Seller of any written or oral
communications to any employee thereof concerning the subject matter of this
Section, which approval shall not be unreasonably withheld. This Article IX(l)
of this Agreement may be amended or terminated without liability to any employee
of Seller.

                                    ARTICLE X

                CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER
                -------------------------------------------------

          The obligation of Buyer to carry out the transactions contemplated by
this Agreement are subject to the fulfillment (or waiver in writing by Buyer),
on or prior to the Closing Date, of each of the following conditions:

          (a) Regulatory Approvals - Buyer and Seller shall have received all
applicable and required governmental and regulatory approvals, including, but
not limited to, that of the New

                                       23


<PAGE>



York State Banking Department, FDIC, OTS and Federal Trade Commission or
Department of Justice, as applicable, with respect to the transactions
contemplated by this Agreement; all applicable waiting periods relating thereto
shall have expired; and Buyer and Seller shall have complied fully with all
conditions of such approvals which can be complied with at or prior to the
Closing Date (all such approvals and the expiration of such waiting periods,
hereinafter the "Regulatory Approvals").

          (b) Accuracy of Representations and Warranties - In all material
respects, the representations and warranties of Seller shall be true and correct
on the Closing Date and Seller shall not have breached any of its covenants
under this Agreement and shall have complied in all material respects with all
of its obligations under this Agreement. The Chief Executive Officer and the
Chief Financial Officer of Seller shall deliver a certificate on the Closing
Date to such effect.

          (c) Delivery by Seller - Buyer shall have received a duly executed
Bill of Sale and Assignment of Assets of Seller conveying the Assets in
substantially the form set forth in Exhibit F hereto and Seller shall have
executed the Assignment and Assumption Agreement in substantially the form set
forth in Exhibit G hereto.

          (d) Delivery of Schedules - Seller shall have delivered to Buyer
Exhibits B, B-1, C, D and E certified by an officer of Seller as complete and
correct, listing the Liabilities, Contractual Obligations, Operating Assets and
Account Loans, as of the dates specified in Article I.

          (e) Delivery of Lease - Buyer shall have received on the Closing Date
a fully executed original Lease for the Branch Office in the form annexed which
Lease shall have been assigned by Seller and consented to by Landlord and as set
forth in Exhibit H.

          (f) Opinion of Seller's Counsel - Buyer shall have received the
opinion of counsel for Seller in satisfactory form substantially as set forth in
Exhibit I hereto.

                                       24


<PAGE>


          (g) No Governmental Action - No court or governmental or regulatory
authority of competent jurisdiction shall have enacted, issued, promulgated,
enforced or entered any statute, rule, regulation, judgment, decree, injunction
or other order (whether temporary, preliminary or permanent) which is in effect
and prohibits consummation of any of the transactions contemplated by the
Agreement.

          (h) Condition of Branch Office - Between the date hereof and the
Closing Date, there shall have been no material damage to or destruction or
condemnation of the Branch Office.

          (i) No Material Adverse Effect - Between the date hereof and the
Closing Date, there shall have occurred no Material Adverse Effect in the
operations or business of the Branch Office other than any such change which is
a result of changes in general economic conditions which affect the banking
industry as a whole.

          (j) Delivery of Records - On or prior to the Closing Date, to the
extent in Seller's possession, Seller shall deliver to Buyer the Records, and
other files, documents, papers, and records as shall be reasonably necessary to
conduct a banking business at the Branch Office and to administer the Assets and
the Liabilities or as Buyer shall reasonably request.

          (k) Delivery of Certificate - Buyer shall have received a certificate
from Seller, signed by a duly authorized officer thereof, stating that all
conditions set forth in this Article X have been fulfilled.

                                   ARTICLE XI

              CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE SELLER
              -----------------------------------------------------

          The obligations of the Seller to carry out the transactions
contemplated by this Agreement are subject to the fulfillment (or waiver in
writing by Seller) on or prior to the Closing Date, of each of the following
conditions:

                                       25


<PAGE>



          (a) Regulatory Approvals - Seller and Buyer shall have received all
Regulatory Approvals Approvals; Seller and Buyer shall have complied fully with
all reasonable conditions of such approvals which can be complied with, at, or
prior to, the Closing Date; and all applicable waiting periods related thereto
have expired.

          (b) Accuracy of Representations and Warranties - The representations
and warranties of Buyer shall be true and correct in all material respects on
the Closing Date and Buyer shall not have breached any of its covenants under
this Agreement and shall have complied in all material respects with all of its
obligations under this Agreement. The Chief Executive Officer and Chief
Financial Officer of Buyer shall deliver a certificate on the Closing Date to
such effect.

          (c) No Governmental Action - No court or governmental or regulatory
authority of competent jurisdiction shall have enacted, issued, promulgated,
enforced or entered any statute, rule, regulation, judgment, decree, injunction
or other order (whether temporary, preliminary or permanent) which is in effect
and prohibits consummation of any of the transactions contemplated by the
Agreement.

          (d) Delivery by Buyer - Buyer shall have executed and delivered the
Assignment and Assumption Agreement in substantially the form set forth in
Exhibit G hereto.

          (e) Opinion of Buyer's Counsel - Seller shall have received the
opinion of counsel for Buyer in satisfactory form substantially as set forth in
Exhibit J hereto.

          (f) Delivery of Buyer's Certificate - Seller shall have received a
certificate signed by a duly authorized officer of Buyer stating that all
conditions set forth in this Article XI have been fulfilled.

                                       26


<PAGE>


                                   ARTICLE XII

                                    INDEMNITY
                                    ---------

          (a) Indemnification by Seller - Seller agrees to indemnify and hold
Buyer harmless for a period of two (2) years following the Closing Date against
any and all losses, liabilities, expenses, claims or damages, including
reasonable attorneys' fees and expenses, resulting from any third party claim
based upon (i) any material breach of Seller's representations and warranties
contained in Article VII, (ii) any material breach or failure to perform any
agreement or covenant required to be performed by Seller pursuant to this
Agreement, (iii) actions or omissions by Seller on or before the Closing Date
with respect to the Liabilities, employee-related matters and the Branch Office,
and (iv) any material breach or failure by Seller on or before the Closing Date
to perform any agreement or covenant required to be performed by Seller pursuant
to the Contracts set forth on Exhibit C to this Agreement.

          (b) Indemnification by Buyer - Buyer agrees to indemnify and hold
Seller harmless for a period of two (2) years following the Closing Date against
any and all liabilities, expenses, claims or damages, including reasonable
attorneys' fees and expenses, resulting from any third party claim based upon
(i) any material breach of Buyer's representations and warranties contained in
Article VIII, (ii) any material breach or failure to perform any agreement or
covenant required to be performed by Buyer pursuant to this Agreement, (iii)
actions or omissions by Buyer after the Closing Date with respect to the
Liabilities, employee-related matters and the Branch Office and (iv) any
material breach or failure by Buyer after the Closing Date to perform any
agreement or covenant required to be performed by Buyer with respect to the
contracts set forth on Exhibit C to this Agreement.

                                       27


<PAGE>


          (c) Procedures to Indemnification - Any party claiming indemnification
hereunder (the "Indemnified Party") shall give the other party (the
"Indemnifying Party") prompt written notice of any claim which may give rise to
indemnification hereunder; provided, however, that any failure promptly to give
such notice shall not affect the Indemnified Party's rights hereunder except to
the extent that such failure shall adversely affect the Indemnifying Party or
its rights hereunder. The Indemnified Party shall afford the Indemnifying Party
the opportunity, at its sole cost and expense, to defend against such claims for
liability. In any such action or proceeding, the Indemnified Party shall have
the right to retain its own counsel, but the fees and expenses of such counsel
shall be at its own expense unless (i) both parties mutually agree to the
retention of such counsel or (ii) the named parties to any such suit, action or
proceeding (including any impleaded parties) include both Buyer and Seller, and
in the reasonable judgment of counsel to the Indemnified Party, representation
of both parties by the same counsel would be inadvisable due to actual conflicts
of interest between them.

                                  ARTICLE XIII

                               FURTHER ASSURANCES
                               ------------------

          Each party will execute and deliver all additional documents or
instruments reasonably requested by the other party to farther evidence or
assure the sales, transfers and assignments contemplated by this Agreement or to
be used in any application or notice to be filed with applicable regulatory
authorities. In the event of any dispute between either party and a holder of a
liability or loan assumed or purchased by Buyer under this Agreement, each party
shall cooperate with and make its records available to the other to the extent
reasonably requested.

                                       28


<PAGE>


                                   ARTICLE XIV

                        CONDUCT OF BUSINESS AFTER CLOSING
                        ---------------------------------

          (a) Liabilities - As of the Closing Date, all of the Liabilities
described on Exhibit B and Exhibit B-1 and as set forth on the Closing Statement
shall become the accounts of Buyer of the same amount, terms, rate and maturity.
All other Deposit Accounts of Seller shall remain accounts of Seller.

          (b) Non-Compete Provisions

                (1) After the execution of this Agreement, Seller will use its
          best efforts to avoid causing customers of the Branch Office to
          transfer all or part of their business to another financial
          institution and Seller will not otherwise solicit business from such
          customers.

          (2) For a period of twelve (12) months from the Closing Date, Seller
covenants and agrees not to directly target or solicit deposits from any persons
within the Market Areas as hereinafter defined.

          (3) For a period of twelve (12) months from the Closing Date, Seller
will not open a deposit taking or loan production office or install an ATM or
supermarket branches or any other deposit taking facility in any of the Market
Areas as hereinafter defined.

          (4) Notwithstanding anything contained herein, the provisions of this
Paragraph (b) shall not limit the right of Seller to advertise or solicit
banking business from the public generally or from customers at other branches
of the Seller.

          (5) Market Areas for purposes of the foregoing Paragraph (b) shall be
the entire area of the City of Yonkers, County of Westchester.

                                       29


<PAGE>


                                   ARTICLE XV

                                  MISCELLANEOUS
                                  -------------

          (a) Payment of Expenses - Except as otherwise provided in this
Agreement, Buyer and Seller shall pay their own expenses in connection with the
transactions contemplated hereby.

          (b) Termination of Agreement - Notwithstanding any other provision of
this Agreement, this Agreement and the transactions contemplated hereby may be
terminated at any time before the Closing Date as follows:

          (1)      By mutual written consent of the Buyer and Seller.

          (2)      By written notice of either Buyer or Seller if the
                   transactions contemplated hereby are not consummated on or
                   before January 31, 2002 or such later date mutually
                   acceptable to the parties.

          (3)      By written notice of either Buyer or Seller if:

                   (A) Any representation or warranty made herein by the other
                   party or in any exhibit hereto or in any application, report,
                   certificate or financial statement furnished pursuant to the
                   provisions hereof, shall prove to have been false or
                   misleading in any material respect when made or furnished to
                   the extent it has a Material Adverse Effect on Buyer or
                   Seller as the case may be; or

                   (B) If the other party shall default in any material respect
                   in the performance or observance of any covenant, agreement,
                   provision, or duty hereunder which requires the defaulting
                   party to take or to omit from taking action hereunder and
                   such default shall not be remedied within thirty (30) days
                   after receipt of written notice from the other party;
                   provided that termination pursuant to this provision shall
                   not relieve the breaching party of liability for such breach
                   or otherwise. Notwithstanding anything to the contrary herein
                   contained, neither party hereto shall have the right to
                   terminate this Agreement on account of its own breach.

                                       30


<PAGE>


          (4)      By written notice of either Buyer or Seller at any time after
                   any governmental agency has denied or revoked any Regulatory
                   Approval required to be obtained pursuant to this Agreement.
                   Provided, however, that the imposition of reasonable
                   conditions by any regulatory agency shall not be deemed a
                   denial or revocation of the approvals required to be obtained
                   pursuant to this Agreement.

          (c) Effect of Termination - Upon any such termination as described in
Article XV(b) above, neither Buyer nor Seller shall have any liability or
obligation hereunder to the other, except as follows:

                   (1) Each party will return all documents, work papers and
                   other materials and any and all copies thereof received from
                   the other party relating to the transactions contemplated
                   hereby;

                   (2) All information received by either party hereto with
                   respect to the business of the other party or its
                   subsidiaries (other than information which is a matter of
                   public record or whose disclosure may be required by
                   applicable law) shall be held in confidence and not disclosed
                   to any other person or entity or used by either party for
                   their own business operations;

                   (3) Buyer shall return promptly after such termination any
                   and all lists of customers of Seller or other materials in
                   its possession or control which identify customers of Seller,
                   and shall not use any information obtained by Buyer in
                   connection with this Agreement or the transactions
                   contemplated herein to solicit in any manner any of Seller's
                   customers or otherwise to interfere with the conduct of
                   Seller's business or the value of its assets or operations;
                   and

                                       31


<PAGE>


          (d) All notices or other communications provided for or required under
this Agreement shall be in writing and shall be deemed to have been duly given
if delivered or mailed (registered or certified mail, postage paid) as follows:

          If to Seller:

                   Fourth Federal Savings Bank
                   The Fourth Federal Building
                   325 Hamilton Avenue
                   White Plains, New York 10601-1715

          Copy to:

                   Kent M. Krudys
                   Christina M. Gattuso
                   Muldoon, Murphy & Faucette, LLP
                   5101 Wisconsin Avenue, N.W.
                   Washington, D.C. 20016

          If to Buyer:

                   Union State Bank
                   100 Dutch Hill Road
                   Orangeburg, New York 10962
                   Attention: Robert E. Blackburn, General Counsel
                   Copy to: Steven T. Sabatini, Chief Financial Officer

          Additional Copy to:

          (e) Public Announcements - No party to this Agreement shall make,
issue or release any public announcement, statement or acknowledgement of the
existence of, or reveal the terms, conditions or the status of, the transactions
provided for herein without first attempting to the extent reasonably possible
and in all cases with regard to written matter, to clear such announcement,
statement, acknowledgement, or revelation with the other party, provided that
Buyer or Seller may make any such release or announcement which in the opinion
of counsel for Seller or Buyer, as the case may be, is necessary or appropriate
to comply with applicable law.

                                       32


<PAGE>


The parties hereto agree that they will not unreasonably withhold, condition or
delay any such clearances.

          (f) Assignment - This Agreement may not be assigned by either Buyer or
Seller without the prior written consent of the other.

          (g) Survival of Representations and Warranties - The representations,
warranties and covenants made by Seller and Buyer set forth in this Agreement
shall survive the Closing Date for one (1) year after the Closing Date.

          (h) Governing Law - This Agreement shall be governed by and construed
in accordance with the laws of the State of New York, to the extent not governed
by federal law.

          (i) Severability - If any part of this Agreement shall be adjudged by
any court of competent jurisdiction to be invalid, such judgment shall not
impair any other provision hereof.

          (j) Counterparts - This Agreement, including all exhibits referred to
herein and made a part hereof, may be executed in duplicate, each of which shall
be a valid and binding original, but all of which taken together shall
constitute one and the same instrument.

          (k) Entirety of Agreement - This Agreement constitutes the entire
agreement between the parties hereto pertaining to the subject matter hereof and
supersedes all prior and contemporaneous agreements and understandings of the
parties in connection therewith. No modification or termination of this
Agreement shall be binding unless executed in writing by both parties hereto. No
waiver of any provision of this Agreement shall be deemed to be, or shall
constitute a waiver of any other provision hereof (whether or not similar) nor
shall such waiver constitute a continuing waiver.

                                       33


<PAGE>



          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.


                                     FOURTH FEDERAL SAVINGS BANK

                                 BY:
                                     ------------------------------
                                     KENNETH A. MARTINEK, PRESIDENT
                                     AND CHIEF OPERATING OFFICER

                                     UNION STATE BANK

                                 BY: /S/ STEVEN T. SABATINI
                                     ------------------------------
                                     STEVEN T. SABATINI, SENIOR EXECUTIVE
                                     VICE-PRESIDENT AND CHIEF FINANCIAL OFFICER


                                       34


<PAGE>


                                Index to Exhibits

A. Identification of Branch Office

B. Identification of Six Percent Liabilities

B-1. Identification of Three Percent Liabilities

C. Contractual Obligations and Copies of Related Documents

D. Operating Assets

E. Identification of Account Loans

F. Bill of Sale and Assignment of Assets

G. Assignment and Assumption Agreement

H. Executed copy of Lease for the Branch Office

I. Form of Seller's Counsel's Opinion

J. Form of Buyer's Counsel's Opinion



                                       35


<PAGE>



                                    EXHIBIT A

                                  BRANCH OFFICE


2500 Central Park Avenue
Yonkers, New York




                                       36


<PAGE>



                                    EXHIBIT B

                             SIX PERCENT LIABILITIES

The following is a summary of certain Liabilities to be assumed consisting of
various accounts at the Yonkers branch as of June 6, 2002. Detailed lists of
Liabilities are attached as Exhibit B(a) and Exhibit B(b). The Liabilities to be
assumed shall not include brokered deposits, loan hold back accounts, overdrawn
accounts, dormant accounts, other wholesale deposits and Affiliate Deposits**
("Excluded Deposits").

NDA Liabilities (per attached Exhibit B(a))                 $ 1,597,249.00

Savings Account Liabilities (per attached Exhibit B(b))     $15,245,806.50
                                                            --------------
                                                            $16,843,055.50







----------
**Affiliate Deposits are hereby defined as those deposits maintained at the
Branches and owned by related entities of Seller including correspondent banks,
subsidiaries, employees, officers, directors or major shareholders or entities
in which Seller has an interest greater than ten (10%) percent.


                                       37


<PAGE>



                                   EXHIBIT B-1

                            THREE PERCENT LIABILITIES

The following is a list of certain Liabilities to be assumed consisting of
various accounts at the Yonkers branch as of June 6, 2002. The Liabilities to be
assumed shall not include brokered deposits, loan hold back accounts, overdrawn
accounts, dormant accounts, other wholesale deposits and Affiliate Deposits**
("Excluded Deposits").











----------
** Affiliate Deposits are hereby defined as those deposits maintained at the
Branches and owned by related entities of Seller including correspondent banks,
subsidiaries, employees, officers, directors or major shareholders or entities
in which Seller has an interest greater than ten (10%) percent.


                                       38


<PAGE>


                                    EXHIBIT C

                           CONTRACTUAL OBLIGATIONS AND
                           COPIES OF RELATED DOCUMENTS

There are two service contracts in place relating to the Branch attached hereto.

          1. Prop Mechanical, Inc. - HBAC Service Agreement
          2. ATM Service Agreement





                            P R O P MECHANICAL, INC.
               Air Conditioning, Heating, & Refrigeration Service
                    P.O. Box 141, Albertson, New York, 11507
                  16 McKinley Avenue, Albertson, New York 11507
                        (516)877-PROP * Fax(516)877-7772


Fourth Federal Bank                                           September 4, 2001
325 Hamilton Avenue
White Plains, NY  10601

Attn: David Wong                             Re: HVAC Service Agreement Renewal
                                                 2500 Central Park Ave., Yonkers

Dear Mr. Wong,

Enclosed is the renewal of your Service Agreement offered by Pop Mechanical,
Inc. for the above referenced location.

If you wish to accept this renewal agreement, please sign both copies and return
to us together with your check.

Let your equipment be our responsibility.

We hope that you will give us the opportunity to show you how much we appreciate
your valued business. Please feel free to call to discuss any questions you may
have.


                                                 Very truly yours, PROP
                                                 MECHANICAL, INC.

                                                 /s/ Clement P. Schuerlein
                                                 -------------------------------
CS:kv                                            Clement P. Schuerlein
                                                 President




                                       39
<PAGE>


                            P R O P MECHANICAL, INC.
               Air Conditioning, Heating, & Refrigeration Service
                    P.O. Box 141, Albertson, New York, 11507
                  16 McKinley Avenue, Albertson, New York 11507
                         (516)877-PROP * Fax(516)877-7772
                                SERVICE AGREEMENT

Name   Fourth Federal Bank Attn: David Wong
       -------------------------------------------------------------------------
Street 325 Hamilton Avenue                City White Plains, NY    Zip  10601
       ---------------------------------       ------------------       -------

                            LOCATION (S) OF EQUIPMENT

Name   Fourth Federal Bank (914) 779-1430
       -------------------------------------------------------------------------
Street 2500 Central Park Avenue           City Yonkers, NY          Zip 10710
       ---------------------------------       -------------------      -------

                               EQUIPMENT COVERED:

         (1) 2 ton Amaua rooftop unit (ATM area)
--------------------------------------------------------------------------------
         (2) 10 ton Lennox rooftop unit (Main area)
--------------------------------------------------------------------------------



PROP MECHANICAL INCORPORATED (Prop) agrees to furnish and the Customer agrees to
accept this "Service Agreement" on the air conditioning equipment listed above
at the location(s) indicated, subject to and upon the following terms and
conditions:

1.   Term. This agreement shall continue for a period of one (1) year from the
     date hereof.

2.   Services Furnished. The following "Prop service" is designed to keep your
     air conditioning units in normal operation and will be furnished to the
     extent Prop deems necessary:

(a)  Performing examinations with respect to all functioning components of your
     equipment, and in connection therewith, making necessary or indicated
     adjustments, lubrications and cleaning of operating parts:

(b)  Repairing or replacing fuses, refrigerants or other parts and materials
     required for the efficient operation of your air conditioning system, as
     are necessitated by normal wear and tear only, and for no other cause. You
     agree to pay us for the costs of any parts or materials used in any such
     repairs or replacements, and we agree to provide at our expense the labor
     necessary to make such repairs and replacements. Where the cost of such
     parts for materials exceed Two Hundred and Fifty ($250.00) Dollars, unless
     required for emergency repairs, we shall first obtain your written
     authorization before furnishing same:

(c)  Supplying lubricants to assure efficient performance of your equipment:


                                       40
<PAGE>


(d) (Specify any other services:) Provide and change filters six times a year.
                                  ----------------------------------------------

--------------------------------------------------------------------------------

3.   Price. The charge for this service shall be $834.00 plus applicable taxes
     $68.80 for one (1) year payable in 1 installments of $902.80 in advance.

Prop may in its sole and uncontrolled discretion, withhold service where the
payments required hereunder are in arrears, without being liable for any damage,
direct or consequently, resulting from its refusal to render the services
required hereunder.

4.   Type of Labor and Materials Used. In performing the maintenance services
     required hereunder, Prop shall endeavor to use trained and adequately
     supervised personnel, and to the extent available, those manufactured parts
     which are warranted against defects in workmanship and materials by the
     manufacturer thereof.

5.   Services not Included. (A) Prop assumes no responsibility for painting,
     scraping, rehabilitating, refinishing or cleaning the internal structure or
     external trim, unless specifically stated above. Prop's obligation to
     examine, lubricate, adjust, repair or replace equipment is strictly limited
     to the terms of air conditioning equipment enumerated above. No other work
     or service on Prop's part is included or intended unless specifically set
     forth above. (B) Labor for replacing major components such as compressors,
     condensers, evaporators, heat exchangers, shaft & bearings, etc. All major
     component replacements will be quoted separately. (C) Repairs necessitated
     by a preexisting condition. (D) Water treatment for circulating systems.
     (E) missing text here!! (F) Refrigeration recovery, leak checking, labor
     and (missing text here!!)

6.   Overtime and Emergencies. All maintenance service is to be performed during
     regular working hours of regular working days (8:00 A.M. to 4:30 P.M.,
     Monday to Friday, inclusive), unless otherwise specified. Examinations and
     repairs requiring overtime or emergency adjustment call-back service are
     not included in this agreement, and in the event Prop makes any emergency
     maintenance service in periods outside of regular working hours of regular
     working days, you agree to pay Prop a sum equal to the difference between
     regular and overtime labor at the regular billing rate for bonus time. Such
     overtime charges shall not be less than two hours for one man for Saturdays
     and a full day for Sundays

7.   Additional Services and Charges Therefor. Prop further agrees, but solely
     in its discretion:

(a)  To make such other replacements or repairs to the air conditioning
     equipment as your may request:

(b)  To install new attachments on the air conditioning equipment as recommended
     or directed by Governmental authorities or insurance companies:

(c)  To make replacements mentioned herein with parts of a different design.

     You agree to compensate Prop for such additional services on the basis of
Prop's then applicable list price for the materials used and it's the applicable
billing rate for labor, such billing to be made on a progress basis payable net
ten days after date of invoice.


                                       41
<PAGE>

8.   Liability of Negligence. Nothing in this agreement shall be construed to
     mean that Prop assumes any liability on account of injuries to persons or
     to property, except those directly due to the negligent acts or omissions
     of Prop's employees. Your own responsibility for accidents to property or
     to persons while being in or about the air conditioning installation
     referred to above is in no way affected by this agreement.

     Moreover, Prop does not assume the risk of loss resulting from water
     damage, nor is Prop liable for any damage, direct or consequential, that
     may be due to its inability for any cause to supply personnel or parts
     within a reasonable time after your request therefor, Prop is not
     responsible for damage to ceiling tiles in order to perform its service.

9.   Excused from Performance. Prop shall be excused from the performance of its
     obligations hereunder and shall not be responsible or liable for any loss,
     damages (including consequential damages), detention, or delay resulting
     from accidents, strikes, lockouts, fire, freezing, flood, explosion, theft,
     lightning, vandalism, abnormal use of equipment, failure of power supply,
     blown fuses, windstorm, earthquake, floods, storms, riot, civil commotion,
     malicious mischief, Act of God or any cause beyond the reasonable control
     of Prop, whether or not the same is herein specified.

10.  Cooperation of Users. It is understood that your representatives and
     employees shall at all times cooperate with employees of Prop to the best
     of their ability but without being required to undertake or assist in any
     of the duties and responsibilities undertaken herein by Prop. To provide
     Prop servicemen ready access to the equipment and use of common building
     maintenance tools, such as ladders.

11.  Airborne Contaminants. Since Prop has no control over the contaminants
     airborne or otherwise that may enter the water-cooled or air-cooled
     condensers, Prop assumes no responsibility for damage, direct or
     consequential, resulting from any clogging, corrosion, scaling, or other
     deleterious action. Prop does undertake, however, to supply the labor
     necessary to clean the sludge and other materials from water strainers
     which interfere with the operation of the air conditioning system listed
     above.

12.  Insurance. Prop carries Workmen's Compensation, Pubic Liability, and
     Property Damage Insurance for your protection. This agreement when signed
     by you and by an authorized representative of Prop shall constitute a
     binding contract between us. All prior representations or agreements,
     whether written or verbal, not incorporated herein, are hereby superseded
     and this contract may not be changed or modified in any manner except by a
     writing signed by the parties hereto. This agreement is subject to
     cancellation by either party on the anniversary date or with 30 days
     written notice.

13.  Before the starting date of this Service agreement, all existing equipment
     covered under this agreement must be brought up to proper working order.
     All labor required will be billed at the current service rate.

                                         Respectfully submitted,
                                         PROP MECHANICAL, INC.

                                         By: /s/ Clement P. Schuerlein
ACCEPTED                                    ------------------------------------
                                         Authorized Representative

Fourth Federal Savings Bank              Clement P. Schuerlein
---------------------------------
     (Name of Company)                   President

By:   /s/ Dave Wong
   ------------------------------
      Maintenance Manager                EFFECTIVE DATE OF CONTRACT
   ------------------------------
            (Title)                      From: 10/28/01  To: 10/28/02



                                       42
<PAGE>



                                    EXHIBIT D

                                OPERATING ASSETS

                                  SEE ATTACHED















                                       43
<PAGE>





FOURTH FEDERAL SAVINGS BANK                                               Page 9
--------------------------------------------------------------------------------

     ------------------------
           Fixed Assets
     ------------------------

      Name                                 Acquired Value      Net Book Value
      -----------------------------------------------------------------------
      Eastman Kodak Microfilmer              $  4,509.00    $      -
      Eastman Kodak Microfilmer and Rder        9,822.60           -
      Steel Legal Fire Files                      264.41           -
      File Data Cabinet                           229.71           -
      Tiffany Stand                               248.97           -
      8 Drawer Check File                         580.92           -
      10 Melrin Phones                          5,287.10           -
      Check File Guides                           937.80           -
      Gray Guest Chair                            250.39           -
      Gray Guest Chair                            250.39           -
      Gray Guest Chair                            250.39           -
      Gray Guest Chair                            250.39           -
      Gray Guest Chair                            250.39           -
      Gray Guest Chair                            250.39           -
      Gray Guest Chair                            250.39           -
      Gray Guest Chair                            250.39           -
      Gray HI Back Chair                          356.14           -
      Gray HI Back Chair                          356.14           -
      Gray Secretary's Chair                      234.52           -
      Merlin Phone System                       3,974.14           -
      Saf Lettrer Board Rate Sign                 271.39           -
      Bill Ely Art Work                           550.00           -
      Alliance Paper Shedder                    1,077.09           -
      Clerical Desk                               341.99           -
      Clerical Desk                               342.00           -
      Card File                                   600.79           -
      Merlin Feeder Box/Now                       777.08           -
      Alliance Table Top Burster                1,185.34           -
      Inmac Printer Stand                         210.22           -
      Black Walnut Desk                           371.00           -
      Corp-Legal File Cabinet                     218.76           -
      Power Shred 410 Shedder                   4,075.61           -
      Gray HI Back Chair                          215.42           -
      Gray HI Back Chair                          215.42           -
      Gray Side Chair                             162.37           -
      IBM Wheelwriter Typewriter                  833.53           -
      Security Camera                             611.61           -
      2500 Central Ave Lease Buy Out           62,000.00      7,706.22
      ATM Security System Improve               7,254.79        901.73
      200 Ampere Board                          2,000.00        248.63
      Diebold Safe                             13,637.84           -
      Tiffany Stand                               215.42           -
      2500 Central Ave Renovation             218,500.00     27,312.48
      Non Illuminated Sign                      5,596.53        699.58
      Security System                           8,400.20        369.40
      2500 Central Ave Renovation               2,888.03           -
      Bandit Barrier                           10,198.23           -
      Merlin Plus System                        1,573.78           -
      Platform Desk                               573.72           -
      Platform Desk                               573.72           -
      Platform Desk with Return                   790.24           -
      HP Pax 900                                  920.13           -
      SynOptics 2813-04                         1,214.34           -
      Time Lapse VCR & B/W Monitor              2,710.85           -
      Glory Currency Counter                    1,369.36           -
      IBM 10R Plus Laser Printer                1,766.02           -
      Branck Lan-Yonkers                        6,770.98           -
      Interbold IX-Series 1072 Walk-Up ATM     46,062.54           -
      Air Conditioner Motor                     1,014.58           -

--------------------------------------------------------------------------------
           Confidential


<PAGE>


FOURTH FEDERAL SAVINGS BANK                                              Page 10
--------------------------------------------------------------------------------

      Name                                    Acquired Value  Net Book Value
      ----------------------------------------------------------------------
      Slimline-100 Mhtz 14" Video 540 HD         2,086.95          243.48
      Slimline-100 Mhtz 14" Video 540 HD         2,086.95          243.48
      Slimline-100 Mhtz 14" Video 540 HD         2,086.95          243.48
      Magtek ATM Card Pin Machine                2,018.86          235.54
      Craden DP6 Passbook Printer                2,273.25          265.21
      Craden DP6 Passbook Printer                2,273.25          265.21
      Craden DP6 Passbook Printer                2,273.25          265.21
      Craden DP6 Passbook Printer                2,273.25          265.21
      Craden DP6 Passbook Printer                2,273.25          265.21
      Video Security Cameras                     2,687.71          313.57
      Interior Signage-Rate Board                 2463.77          287.45
      TrippLite 450 Smart UPS                     31 1.40           90.82
      EDC Terminal - Printer/Imprinter             671.18          195.75
      Acer P233 MMX                                854.10          249.11
      Acer P233 MMX                                854.09          249.11
      Novell Y2K Patches                           924.46          431.42
      Diebold Y2K Software                       2,110.88          985.07
      Acer P233 MMX                              1,188.05          554.42
      AcerPower PII-266                          1,188.04          554.42
      AcerPower PII-266                          1,188.04          554.42
      5 Ton A/C Compressor                       2,438.88        1,138.14
      5 Ton A/C Compressor                       1,952.29          911.07
      400W Metal halide fixtures                 2,662.95        1,242.71
      VHS Security System                        2,360.82        1,573.89
      Merlin Phone System                        5,810.53        3,873.69
      Security System Monitor                    1,337.86          891.91
      VHS Security System                        4,946.59        3,297.73
      Kodak Desktop 2 Microfilmer                2,404.24        2,083.68
      ----------------------------------------------------------------------
      Total                                  $ 494,897.33       59,008.45


     ------------------------
          BRANCH STAFFING
     ------------------------
                                                Staff
                                   -------------------------------
                                        Title            Salary
                                   ----------------    -----------
                                   1 Teller            $   16,120
                                   1 Head Teller           18,616
                                   1 Asst. Manager         26,300
                                   1 Branch Manager        40,436
                                   -------------------------------
                                                       $  101,472





<PAGE>



                                    EXHIBIT E

                         IDENTIFICATION OF ACCOUNT LOANS

                                  SEE ATTACHED














                                       44



<PAGE>


<TABLE>
<CAPTION>
                                       Exhibit E    Account Loans (1)
           ACCT NBR     OB AT D-L-A  HOLD AMOUNTS RATE INT  UNCOL  INT ACCRUD CREDIT LIMIT
           USED BALANCE  ACCOUNT BALANCE  AVAILABLE BALANCE
           <S>           <C>                 <C>               <C>        <C>       <C>
           20003364      2 54 051502          0.00 14.250      0.00       9.85       2,000
             1,144.53          1,144.53            855.47
           20004578      2 54 051502          0.00 14.250      0.00       1.28         342
               144.31            144.31            197.69
           20004602      2 54 060402          0.00 14.250      0.00       0.00       2,000
               436.64            436.64          1,563.36
           20004610      2 54 060701          0.00 13.250      0.00       0.00       2,000
                  .00               .00          2,000.00
           20004750      2 54 051002          0.00 14.250      0.00       4.07         500
               474.43            474.43             25.57
           20005328      2 54 060701          0.00 13.250      0.00       0.00       2,000
                  .00               .00          2,000.00
           20005393      2 54 070301          0.00 13.250      0.00       0.00         500
                  .00               .00            500.00
           20005880      2 54 050902          0.00 13.250      6.18       4.26       5,000
               540.73            540.73          4,459.27
           20005906      2 54 030802          0.00 13.250      1.27       0.00         500
                 1.27              1.27            498.73
           ----------                         -----------                          -------
TOTALS      $2,741.91                          $12,100.09                          $14,842
           ==========                         ===========                          =======
</TABLE>


                                     Page 1


<PAGE>



                                    EXHIBIT F

                      BILL OF SALE AND ASSIGNMENT OF ASSETS

          THIS BILL OF SALE AND ASSIGNMENT OF ASSETS ("Bill of Sale") is made as
of the__________ day of __________ 2002 by FOURTH FEDERAL SAVINGS BANK, a
federally chartered savings association ("Seller").

          WHEREAS, Seller, and Union State Bank, a New York State Banking
Association ("Buyer"), entered into an Asset Purchase and Liability Assumption
Agreement, dated __________ 2002 ("Purchase Agreement"), which, among other
things, provides that Buyer will purchase from Seller and Seller will sell,
assign and transfer to Buyer all of Seller's right, title and interest in and to
the Operating Assets and the Account Loans (unless otherwise indicated,
capitalized terms used herein shall have the same meaning as defined in the
Purchase Agreement), each as more particularly set forth in the Purchase
Agreement; and

          NOW, THEREFORE, and in consideration of the payment by Buyer pursuant
to the terms of the Purchase Agreement of the purchase price for the Operating
Assets, the receipt and sufficiency of which are hereby acknowledged, and in
further consideration of the mutual covenants and agreements contained in the
Purchase Agreement and pursuant to the terms thereof, Seller does hereby sell,
assign, transfer, convey and deliver to Buyer all of Seller's right, title and
interest in and to the Operating Assets (all as more fully described in Exhibit
A hereto, which is incorporated by reference thereto and made a part hereof);

          Buyer acknowledges the receipt of all documents, instruments and
agreements pertaining to the Operating Assets. Seller hereby agrees, from and
after the date hereof upon the reasonable request of Buyer, to execute such
other documents or instruments in order to obtain the full


                                       45


<PAGE>



benefit of this Bill of Sale. An updated and finalized Exhibit A shall be
attached hereto on the Closing Date.

          Nothing in this Bill of Sale, express or implied, is intended or shall
be construed to confer upon any person or entity other than Buyer any remedy or
claim, and all the terms and conditions of this instrument shall be for the sole
and exclusive benefit of Buyer and its successors and assigns.


                                            FOURTH FEDERAL SAVINGS BANK

ATTEST:                                 By:
        --------------------------          ---------------------------------
        ASSISTANT SECRETARY




                                            UNION STATE BANK

Attest:                                 By:
        --------------------------          ---------------------------------
        ASSISTANT SECRETARY                 THOMAS E. HALES, PRESIDENT and
                                            CHIEF EXECUTIVE OFFICER



                                       46


<PAGE>



                                    EXHIBIT G

                       ASSIGNMENT AND ASSUMPTION AGREEMENT



          THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") is made this
__________ day of __________ 2002 by and between UNION STATE BANK, a New York
State Banking Association ("Buyer"), and FOURTH FEDERAL SAVINGS BANK, a
Federally Chartered Savings Association ("Seller"),

                                   WITNESSETH:

          WHEREAS, Seller and Buyer have entered into the Asset Purchase and
Liability Assumption Agreement dated __________ 2002, (the "Purchase
Agreement"), which, among other things, provides for (i) the sale, transfer,
assignment, and conveyance to Buyer of certain of the assets owned by Seller and
used in connection with the operation and maintenance of certain Branch Office
of Seller as set forth in Exhibit A to the Purchase Agreement (the "Branch
Office"), (ii) the assignment by Seller of the Liabilities as set forth in
Exhibits B-1 and B-2 to the Asset Purchase and Liability Assumption Agreement
(unless otherwise indicated, all capitalized terms as used herein shall have the
same meanings as set forth in the Purchase Agreement) to Buyer and the
assumption of payment by Buyer of all liability of Seller existing on the
Closing Date for the Liabilities, and (iii) the assignment to and assumption by
Buyer of certain other contractual obligations.

          NOW, THEREFORE, in consideration of the premises and in accordance
with the terms and conditions of the Purchase Agreement and for other good and
valuable consideration, the adequacy and receipt of which are hereby
acknowledged, Seller and Buyer agree as follows.

          1. Seller hereby sells, transfers, conveys, assigns and delivers to
Buyer and Buyer hereby purchases, accepts, assumes and receives from Seller and
agrees to discharge and pay the


                                       47


<PAGE>



duties, liabilities and obligations of Seller set forth in this Section 1 which
are to be performed after the date hereof:

                   (a) All Liabilities of Seller set forth on Exhibit A to the
                   Asset Purchase and Liability Assumption Agreement hereto; and

                   (b) The contractual obligations set forth on Exhibit B to the
                   Asset Purchase and Liability Assumption Agreement hereto.

          2. Other than as set forth in Section 1 of this Agreement, Buyer is
not assuming and shall not be responsible, or deemed to be responsible, for
paying or discharging any other liability or obligation of Seller.

          3. The rights and obligations of the parties hereto with respect to
the subject matter of this Assignment and Assumption Agreement shall be set
forth or referred to in the Asset Purchase and Liability Assumption Agreement.

          4. Seller and Buyer agree to execute such further agreements and
documents as may be necessary or appropriate to effectuate the purposes of this
Agreement.

          5. This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their respective successors and permissible assigns.
This Agreement shall be governed by and construed in accordance with the laws of
the State of New York.

          IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement as
of the day and year first written above.


                                            FOURTH FEDERAL SAVINGS BANK

ATTEST:                                 By:
        --------------------------          ---------------------------------
        ASSISTANT SECRETARY




                                            UNION STATE BANK

Attest:                                 By:
        --------------------------          ---------------------------------
        ASSISTANT SECRETARY                 THOMAS E. HALES, PRESIDENT and
                                            CHIEF EXECUTIVE OFFICER




                                       48


<PAGE>



                                    EXHIBIT H

                                COPY OF LEASE FOR
                                THE BRANCH OFFICE























                                       49


<PAGE>



                               AGREEMENT OF LEASE

                                 By and Between

                   ACKLINIS ASSOCIATES ...............Landlord


                                       AND

             FOURTH FEDERAL SAVINGS AND LOAN ASSOCIATION OF NEW YORK

                   PREMISES: YONKERS, NEW YORK Central Avenue



 Dated: As of 1/10/89


<PAGE>



                                      INDEX

                                                                Page
                                                                ----
ARTICLE I                Term, Renewal Option and
                             Construction                        3
ARTICLE II              Rent, Additional Rent and
                             Other Charges                       5
ARTICLE III              Use, Operation and Maintenance          9
ARTICLE IV               Indemnity & Insurance                  12
ARTICLE V                Damage - Destruction                   15
ARTICLE VI               Condemnation                           17
ARTICLE VII              Changes and Alterations
                             by Tenant                          19
ARTICLE VIII             Mechanic's Liens                       20
ARTICLE IX               Lawful Use; Surrender of the
                             Demised Premises;
                             Inspection of the
                             Demised Premises                   21
ARTICLE X                Assignment and Subletting              22
ARTICLE XI               Subordination                          24
ARTICLE, XII             Default Provisions -
                         Conditional Limitation                 25
ARTICLE XIII             Limitation of Landlord's
                             Liability                          29
ARTICLE XIV              Invalidity of Particular
                             Provisions                         30
ARTICLE XV               Certificate of Tenant                  30
ARTICLE XVI              Notices                                31
ARTICLE XVII             Cumulative Remedies
                             No Waiver - No Oral Change         32
ARTICLE XVIII            Quiet Enjoyment                        32
ARTICLE XIX              Waiver of Jury Trail                   33
ARTICLE XX               sign Provisions                        33
ARTICLE XXI              Miscellaneous                          34


<PAGE>


          AGREEMENT OF LEASE, made as of the 10th day of January, 1989, by and
between ACKLINIS ASSOCIATES (hereinafter the "Landlord"), a New York
partnership, having an office at 43rd floor, 888 Seventh Avenue New York, New
York 10106, and FOURTH FEDERAL SAVINGS AND LOAN ASSOCIATION OF NEW YORK having
an office at 1355 First Avenue, New York, New York 10021 (hereinafter the
"Tenant").

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

          Landlord is the tenant by Assignment from S. Klein Department Stores,
Inc., dated July 5, 1983, under a certain Ground Lease dated May 9, 1958
between Vioe Realty Corp., as landlord (the "Overlandlord"), and S. Klein
Department Stores, Inc., as tenant, a short form of which was recorded in the
Office of the Clerk of Westchester County (Division of Land Records) on June 17,
1958, in Liber 5812 of Deeds at page 24, and which lease was heretofore modified
by two agreements, both dated June 24, 1958, and by agreements dated April 13,
1959, June 24, 1959, November 25, 1964, April 24, 1969, December 1, 1972, July
17, 1975, November 5, 1975, and as of November 23, 1976, collectively the
"Overlease", (a copy of which was furnished Tenant, and is deemed to be part
hereof as though incorporated in full) covering the premises described therein.

          Landlord hereby leases to Tenant, and Tenant hereby hires from
Landlord, for the term, at the rental, and subject to the provisions herein set
forth, certain store premises, containing approximately 2,000 square feet of
enclosed building, with approximate dimensions of 25 feet in frontage by 80 feet
in depth, as shown cross-hatched on Exhibit "A" annexed hereto and made a part
hereof (the store premises hereinafter referred to as the "Demised Premises",
and the entire premises Demised to Landlord as tenant under the Overlease being
hereinafter referred to as the "Shopping Center", all as shown on Exhibit
"A-1"). All measurements of depth are made from the outside of the front
exterior wall to the outside


<PAGE>


of the rear exterior wall, and measurements of width are made from center to
center of shared interior walls; provided however that a wall not shared is
measured from outside its exterior.

          TOGETHER WITH:

          The right, in common with Landlord, other tenants of Landlord and
their customers, employees and invitees to the use by Tenant and Tenant's
customers, employees and invitees of the "Common Areas" of the Shopping Center,
as hereinafter defined, for the purposes of pedestrian and vehicular access,
ingress and egress to and from Central Park Avenue, and the parking of cars,
subject to such reasonable non-discriminatory rules and regulations as Landlord
may from time to time impose. The "Common Areas" shall be those portions of the
Shopping Center intended for use of all tenants, including parking areas,
roadways, driveways, entrances, exits, landscaped areas, loading areas, ramps,
sidewalks, steps, malls, promenades, lighting and drainage facilities, utility
lines, pipes and installations of every kind serving the buildings in the
Shopping Center. Landlord may exclude the "buffer zone" shown on Exhibit A-1, or
any part thereof, from the Common Areas. Landlord reserves full right to use
portions of the Shopping Center for future construction with the effect of
withdrawing such areas from the Common Areas, provided such use does not
materially interfere with access to or visibility of the Demised Premises.
Landlord agrees with Tenant that, subject to the provisions of Article VI,
during the term of this Lease, the Common Areas shall contain not less than the
number of parking spaces required pursuant to applicable zoning regulations in
effect from time to time.

          SUBJECT TO:

          1. The terms, covenants and conditions of the overlease,


                                        2


<PAGE>

          Tenant, having received a true copy of said Overlease, acknowledges
and accepts the fact that this Lease is subject to all of the terms thereof.

          2. Liens, encumbrances, easements, reservations, covenants and
conditions, of record provided same do not prohibit Tenant's use.

          3. All federal, state and local laws, ordinances, rules and
regulations affecting the Demised Premises including but not limited to zoning
regulations and ordinances now existing, or hereafter enacted, by any applicable
governmental authority in which the Demised Premises lie.

          4. Any state of facts a physical inspection of the Shopping Center,
the Demised Premises or the Common Areas would disclose.

          5. Landlord represents and warrants to Tenant that; (i) it has full
right and authority to enter into this Lease for the full term hereof; and (ii)
the overlease is in full force and effect, and Land lord has received no notice
of default thereunder, and is presently in full compliance with all terms,
conditions and covenants of the Overlease.

          This Lease is made upon the foregoing and following terms, provisions,
conditions and limitations, and the parties respectively covenant and agree as
follows:

                                    ARTICLE I

                      Term, Renewal Option and Construction
                      -------------------------------------

          Section 1.1 The term of this Lease shall commence on January 10, 1989
(the "Term Commencement Date"), and shall expire at midnight on


                                        3
<PAGE>


the last day of the month in which the tenth anniversary of the Term
Commencement Date shall occur (the "Lease Term"); subject to earlier termination
as herein elsewhere provided. Tenant shall commence paying rent on March 11,
1989 (the "Rent Commencement Date").

          Section 1.2 Provided this Lease then be in full force and effect and
Tenant shall not be in default beyond the expiration of any applicable grace
period hereunder, Tenant shall have the option to extend the term of this Lease
for one (1) additional term of five (5) years, commencing at the end of the then
existing term, upon the same terms and conditions hereof, except: (i) as
hereinafter provided with respect to Fixed Rent, and (ii) that Tenant shall have
no further option to renew or extend the term hereof. The option to extend may
be exercised by Tenant by giving notice to Landlord not later than twelve (12)
months prior to the expiration of the term then existing. In the event such
notice of exercise shall not be given as aforesaid, Tenant shall be deemed to
have waived and forfeited all rights to extend the term of this Lease. The
annual Fixed Rent for the first option term shall be at $32.70 per square foot
(i.e. $65,400.00) for the first two years six-months of the option term, and
$35.70 per square foot (i.e. $71,400.00) for the final two years six months of
the option term.

          Section 1.3 Notwithstanding the provisions of Section 1.1, in the
event that Landlord is delayed, by reason of any strike, labor dispute, fire or
other casualty, or for any other reason which is beyond Landlord's reasonable
control or which is not reasonably foreseeable, in having the present occupant
vacate the Demised Premises and in delivering possession thereof to Tenant on
January 10, 1989, Landlord shall have no liability to Tenant on account of such
delay and the Term Commencement Date shall be deferred until vacant possession
of the Demised Premises is delivered to Tenant by Landlord.

                                       4
<PAGE>

          Section 1.4 Within thirty (30) days after the Rent Commencement date
Tenant, upon the request of Landlord, shall execute and deliver to Landlord,
without charge a written declaration duly acknowledged: (i) ratifying this
Lease; (2) confirming the Commencement and Expiration dates of the Lease Term;
and (3) confirming the Rent Commencement Date.

          Section 1.5 Tenant has been given full opportunity to inspect and
examine the Demised Premises, and has so inspected and examined them to its
complete satisfaction, and thus does hereby accept them in their present "as
is" condition as of the date hereof, and as at the Term Commencement Date.

          Section 1.6 All betterments and improvements in or upon the Demised
Premises, made by either party (except Tenant's personal property, stock in
trade, furniture and furnishings, signs and trade fixtures provided at Tenant's
expense - collectively "Tenant's Personal Property") including, without
limitation, all lighting fixtures, heating, ventilating and air conditioning
equipment and all pipes, ducts, conduits, wiring, paneling, partitions, railings
and the like shall remain upon and be surrendered with the Demised Premises as a
part thereof at the expiration or sooner termination of the Lease Term, and
shall become the property of Landlord at such time, provided, however, with
respect to any alterations Tenant may make, Landlord may elect to have all or
portions thereof removed by Tenant (which election, shall be made by Landlord,
not less than five (5) days prior to the expiration or sooner termination of the
Lease Term), and Tenant shall repair any damage such removal may cause.

                                   ARTICLE II

                    Rent, Additional Rent, and other Charges
                    ----------------------------------------

          Section 2.1 (A) Fixed Rent and Additional Rent (as hereinafter
defined) shall be payable to Landlord at the address hereinabove


                                        5
<PAGE>


first set forth, or to such address as Landlord may from time to time
otherwise designate, in lawful money of the United States which shall be legal
tender for the payment of all debts, public and private, without any
counterclaim, set-off or deduction whatsoever, and without any prior demand
therefor.

          (B) "Additional Rent" shall be deemed to consist of all sums of money
which shall become due from and payable by Tenant hereunder (excluding Fixed
Rent), including but not limited to Tenant's Tax Charge, Tenant's Common Area
Charge and any other payments made by Landlord on behalf of Tenant or otherwise
payable by Tenant hereunder. If Tenant defaults in the payment of Additional
Rent, Landlord shall have the same remedies as for a default in the payment of
Fixed Rent.

          Section 2.2 Tenant shall pay to Landlord during the Lease Term
commencing on the Rent Commencement Date the Fixed Rent as hereinafter set forth
in equal monthly installments, in advance, on the first day of each and every
calendar month throughout the balance of the Lease Term. In the event the Rent
Commencement Date is other than the first day of a calendar month, the Fixed
Rent (as well as all Additional Rent and other charges and sums reserved
hereunder) for the portion of the then current calendar month shall be prorated
and shall be paid immediately upon the Rent Commencement Date. The Fixed Rent
commencing on the Rent Commencement Date is as follows:

                (i)        For the first three years of the term figured
                           from the Term Commencement Date: $25.00 per
                           square foot, for an annual rental of $50,000.00,
                           payable in equal monthly installments of $4,166.67
                           each;

                (ii)       For the next three years of the term figured
                           at $27.00 per square foot, an annual rental of
                           $54,000.00, payable in equal monthly installments of


                                       6
<PAGE>

                           $4,500.00 each; and

                (iii)      For the balance of the term: $30.00 per square foot,
                           for an annual rental of $60,000.00, payable in equal
                           monthly installments of $5,000.00 each.

          Section 2.3 If Tenant shall fail to pay any Fixed Rent or Additional
Rent, after the same became due and payable, such unpaid amounts shall bear
interest at a rate of 2% above the prime rate set by Chemical Bank, but in no
event more than the highest legal rate, from the due date thereof to the date of
payment of the default rent.

          Section 2.4 Landlord agrees to pay, before they become delinquent, all
real estate taxes and special assessments lawfully levied or assesed against the
Shopping Center; however, Landlord may, at its expense, contest and dispute the
same and in such case the disputed item need not be paid by Landlord until
finally adjudged to be valid. Tenant agrees to pay to Landlord throughout the
term of this Lease, as additional rent within fifteen (15) days after written
demand from the Landlord, and at least ten days prior to Landlord's due date,
its pro rata share of all real estate taxes lawfully levied or assessed against
the shopping Center (land, building and improvements). Landlord's demand shall
be accompanied by a copy of the tax bill(s) for the Shopping Center, together
with a computation as to the amount of Tenant's pro rata share. For the
purposes of this Section and Section 2.5, Tenant's pro rata share is .652% and
is based upon the ratio which the ground floor square feet of the premises
leased to Tenant (i.e., 2,000 square feet) bears to the leaseable ground floor
square feet of all buildings (including the Demised Premises, i.e., 306,700
square feet), as the same may be increased front time to time in the Shopping
Center and Tenant's pro-rata share shall be reduced accordingly. In the event
any proceeding is instituted for the reduction of assessed valuation


                                        7
<PAGE>

which results in a refund of taxes, Tenant shall be entitled to its pro rata
share (less any expenses in connection therewith), including any refund after
the termination of this Lease relating to a period prior to such termination.
Tenant's share of taxes for the first and last years of the term of this Lease
which are not within a fiscal period of the taxing authority, shall be equitably
adjusted. As used herein "real estate taxes" shall include but shall not be
limited to, betterment and other assessments, water and sewer rents, if any,
and other charges and/or otherwise levied, assessed or imposed, general or
special, ordinary or extraordinary, for land or improvements.

          Section 2.5 Additional Rent - Common Area Maintenance Costs.

          (A) The term "Common Area Maintenance Costs" shall mean the cost paid
or incurred for the operation, maintenance and repairs of the Common Areas, and
of any installations therein or thereon, including, without limitation,
cleaning, snow and ice removal; planting, replanting and replacing flowers and
landscaping; maintaining and cleaning sidewalks and curbs; maintenance and
repair of utility systems; premiums for liability, fire (including all
additional and extended coverages thereunder) and workmen's compensation
insurance; salaries (including employee benefits) of employees performing
service in connection with the Shopping Center; management fees; unemployment
taxes; social security taxes, personal property taxes, if any; sales and use
taxes on material and equipment; supplies; operation of loudspeakers and other
equipment, if any; supply of music to the Common area or any part thereof;
policing, security, and patrolling the Common Areas (including costs relating to
controlling traffic thereto and/or therefrom); reasonable straightline
depreciation of movable equipment (and rental thereof) used in the operation;
repair and maintenance of the Common Areas, but in any such case without
duplication as to depreciation charges on any such movable equipment (as to the
rental of such movable equipment,


                                       8
<PAGE>

Landlord agrees to rent such equipment only if the rental thereof will, in the
good faith judgment of Landlord, be less expensive to Tenant than depreciation
on owned equipment would be in assessing common area maintenance costs to
Tenant); and other similar direct costs properly chargeable to such operation,
but excluding (i) real estate taxes and assessments applicable to the Common
Areas; (ii) salaries of employees of Landlord above the level of the Shopping
Center Manager, (iii) the cost of alterations incurred for the re-leasing of
premises; and (iv) debt service.

          (B) During the Lease Term, Tenant shall pay to Landlord as additional
rent, Tenant's pro rata share (i.e., presently .652%, as defined in Section 2.4)
of the Common Area Maintenance Costs. Landlord shall in the first instance, and
prior to the beginning of each Calendar Year, estimate Tenant's pro rata share
of the Common Area Maintenance Costs for each year and shall give notice thereof
to Tenant. Tenant shall be required to pay Landlord on the first day of each
calendar month during such year, one-twelfth of the annual estimated pro rata
share for such year. Within ninety (90) days after the end of each Calendar
Year, Landlord shall furnish to Tenant a statement ("Landlord's Statement") in
reasonable detail of the actual Common Area Maintenance Costs paid or incurred
by Landlord for said year, and thereupon there shall be an adjustment between
Landlord and Tenant. In the event (a) the aggregate of Tenant's monthly
contributions in any year shall be less than the Tenant's actual annual pro rata
share as shown on Landlord's Statement, Tenant Shall pay the Landlord the
difference within ten (10) days from receipt of Landlord'S Statement, or (b) the
aggregate of Tenant's monthly contributions are in excess of Tenant's actual
annual pro rata share, the amount of such excess shall be credited against
Tenant's common area contribution for the next ensuing year.

          Section 2.6 Tenant agrees to pay all charges for heat, air
conditioning, water, gas, electricity, sprinkler charges and other


                                        9
<PAGE>

utilities used in its; operations in the Demised Premises. Landlord shall
provide separate meters to measure such utilities, and Tenant shall pay the
charge therefor directly to the utility company, excepting electricity as
hereinafter set forth. Landlord shall submeter electric power and Tenant agrees
to purchase same from Landlord, who covenants that the charge therefor shall be
no greater than if Tenant were to purchase same directly from the utility
company.

          Section 2.7 Landlord reserves the right to interrupt any of the
foregoing services when necessary by reason of accident, damage by the elements,
strikes, laws, orders or regulations, or any other reason beyond the control of
Landlord, and Landlord's sole responsibility or liability in the event of
interruption in the supplying of any such services shall be to use its
reasonable efforts to repair or restore the same as promptly as reasonably
possible.

                                   ARTICLE III

                         Use, Operation and Maintenance
                         ------------------------------

          Section 3.1 Tenant agrees: (A) To use the Demised Premises, and
operate therein under the name Fourth Federal Savings and Loan Association,
solely for any use permitted to a federal savings and loan association (the
"Permitted Use") and for no other use or purpose; and (B) Except when, and to
the extent that, as elsewhere in this Lease provided, the Demised Premises may
be untenantable by reason of damage by fire or other casualty, to continuously
and uninterruptedly occupy and use during the Lease Term the entire Demised
Premises for the Permitted Use, and to conduct Tenant's business therein in a
reputable manner; to remain open for business during all normal and customary
banking hours; to keep the display windows, If any, and all signs well lighted
during such hours and days that the Common Areas are lighted by Landlord; to
keep and maintain the Demised Premises and Tenant's Personal Property and


                                       10
<PAGE>


signs therein or thereon, and the exterior and interior portions of all windows,
doors and all glass or plate glass, in a neat, clean, sanitary and safe
condition; to apply for, secure, maintain and comply with all licenses or
permits which may be required for the conduct by Tenant of the Permitted Use,
and to pay, if, as and when due, all required license, permit fees and charges
of a similar nature; and (C) To store all trash and refuse in appropriate
containers within the Demised Premises so as not to be visible to the public,
and to attend to the daily disposal thereof in the manner and by the agency
designated by Landlord; to utilize any compactor installed by Landlord and pay
Tenant's pro rata share of the operating cost thereof, including Tenant's pro
rata share of the cost of removal of such compacted garbage by an independent
collector designated by Landlord and whose prices shall be competitive, to keep
all drains inside the Demised Premises open; and to receive and deliver goods
and merchandise only in the manner and areas and at times reasonably designated
by Landlord, and (D) To cooperate with Landlord in complying with any local,
state or federal laws, rules or regulations concerning environmental protection,
and to such end, from time to time and without cost or delay, upon Landlord's
request Tenant shall complete documents dealing with the nature and conduct of
its business.

          Section 3.2 Tenant shall comply with all laws and requirements of all
governmental authorities applicable to the Demised Premises, excluding the
requirement of making structural changes to the Demised Premises, unless
required by reason of Tenant's use. Notwithstanding the foregoing, Tenant may,
in good faith (and wherever necessary, in the name of, but without expense to,
Landlord, and having secured Landlord to its reasonable satisfaction by cash,
securities or a surety company bond against loss or damage), contest the
validity or application in whole or in part, of any such legal requirements;
and, pending the final determination of such contest,


                                       11
<PAGE>


may postpone compliance therewith, but not so as to subject Landlord to any fine
or penalty or to prosecution for a crime, or to cause the Demised Premises, or
any part thereof, to be placed in danger of forfeiture, sale or condemnation.

          Section 3.3 (A) Tenant shall keep the Demised Premises and
improvements in good and substantial order and repair at the sole cost and
expense of Tenant, and shall make all repairs, renewals and replacements
necessary to that end, except for repairs expressly required to be made by
Landlord as hereinafter provided.

          (B) Landlord shall, at its own cost and expense make all necessary
structural repairs and replacements to the building of which the Demised
Premises forms a part, including the roof and exterior walls (excluding store
front, signs, window glass, plate glass and all doors and door frames),
exterior pipes and equipment, and foundation; excepted from the foregoing
obligations are (i) any repairs or replacements to alterations or improvements
made by Tenant, and (ii) any repairs or replacements required by reason of the
negligence of Tenant, its agents or employees, unless, however, if such damage
is covered by Landlord's insurance, then Landlord will either make the repairs
or give Tenant such insurange proceeds to effect the repairs. As used herein,
the expressions "roof" and "exterior walls" do not include roof top heating
and/or air conditioning units which service the Demised Premises exclusively,
repair and replacement of which are Tenant's responsibility.



          Section 3.4 Tenant shall not permit (i) the extermination of vermin to
be performed in, on or about the Demised Premises except by a person or company,
if any, approved by Landlord; or (ii) laundry accumulated in Tenant's operations
or on the Demised Premises to be collected and serviced except by the person or
company, if any, designated or approved by Landlord; or (iii) window cleaning or


                                       12
<PAGE>


janitorial services or any other cleaning or maintenance service in or for the
Devised Premises, or on the exterior of the Demised Premises to be performed
except by its own employees or an outside person or company designated or
approved by Landlord during reasonable hours designated from time to time for
such purposes by Landlord; in each of the aforesaid Landlord designated
services, the prices to be charged shall be competitive.

                                   ARTICLE IV

                              Indemnity - Insurance
                              ---------------------

          Section 4.1 Tenant agrees to protect, indemnify and save harmless
Landlord and the Overlandlord from time to time, from and against any and all
claims, demands and causes of action of any nature whatsoever, and any expenses
(including reasonable attorneys' fees and disbursements) incident to defense of
Landlord or therefrom, for injury to or death of persons or loss off or damage
to property (i) occurring on the Demised Premises, or (ii) in any manner growing
out of or connected with Tenant's use and occupancy of the Demised Premises, or
the condition thereof, or (iii) occurring anywhere on the Shopping Center if
caused by or resulting from any act, omission or negligence of Tenant, or anyone
claiming under Tenant; provided that with respect to clauses (i) and (ii) above,
Tenant shall not be liable or obligated under this Section 4.1 if the events
described are caused by, or result from, the negligence of Landlord or
Overlandlord, or anyone claiming under either thereof.

          Section 4.2 Tenant shall also maintain for the mutual benefit of
Landlord, Tenant and the Overlandlord, as their respective interests may appear,
insurance against claims for personal injury or property damage, under a policy
of general public liability insurance of not less than Five Hundred
Thousand/Three Million ($500,000/$3,000,000) Dollars in respect of bodily injury
or death, and Fifty Thousand ($50,000) Dollars for property damage. The parties
recognize that in


                                       13
<PAGE>


certain cases under Article 5 (A) of the Overlease, the Overlandlord may effect,
at its sole cost, the insurance required in this Section 4.2, in which event the
Tenant shall, on demand, reimburse Landlord for Tenant's proportionate share (as
determined by the insurer) of the charge therefor made by the Overlandlord to
Landlord, based on the formula set forth in said Article 5(A); provided, that
Landlord shall notify Tenant that the Overlandlord is maintaining such insurance
as soon as practicable after it is apprised of the same.

          Section 4.3. Landlord agrees to carry fire and extended coverage
insurance on the buildings located in the Shopping center, including the Demised
Premises, of the type described in the Overlease to be carried by Landlord as
tenant thereunder on all buildings. Such insurance shall not cover Tenant's
inventory, fixtures, equipment, furnishings and installations which Tenant must
separately insure at its own cost and expense. Tenant shall not permit any
operations to be conducted in the Demised Premises which would cause suspension
or cancellation of the fire and extended coverage insurance policies carried by
Landlord. Landlord represents and warrants that the use of the Demised Premises
in accordance with Section 3.1 hereof will not result in the suspension or
cancellation of the aforesaid insurance policies.

          Section 4.4. All insurance provided for under this Lease shall be
effected under valid enforceable policies issued by insurers of recognized
responsibility, and licensed or authorized to do business in the State of New
York. The original policies or certificates thereof of any insurance required to
be obtained by Tenant shall be delivered to Landlord, at least fifteen (15) days
prior to the Rent Commencement Date. At least ten (10) days prior to the
expiration date of any policy, the original renewal policy for such insurance
shall be delivered by Tenant to Landlord together with satisfactory evidence of
payment of the premium on such policy. Insofar as, and


                                       14
<PAGE>


to the extent that, the following provisions may be effective without
invalidating or making it impossible to secure insurance coverage obtzinable
from responsible insurance companies doing business in the State of New York
(even though extra premiums may result therefrom), Landlord and Tenant mutually
agree that with respect to any loss which is covered by insurance then being
carried by them respectively, the one carrying such insurance and suffering said
loss releases the other of and from any and all claims with respect to such
loss, and they further mutually agree that their respective insurance companies
shall have no right of subrogation against the other on account thereof. In the
event that extra premiums are payable by either party as a result of this
provision, the other party shall reimburse the party paying the amount of such
extra premium. If, at the written request of one party, this release and
non-subrogation provision is waived, then the obligation of reimbursement shall
cease for such period or time as such waiver shall be effective, but nothing
contained in this Section shall be deemed to modify or otherwise affect releases
elsewhere herein contained for claims of either party.

          Section 4.5. That neither Landlord nor Landlord's agents shall be
liable for, and Tenant waives all claims for any and all loss, cost, liability,
damage and expense (including attorney's fees and disbursements), penalties and
fines incurred in connection with or arising from any injury to Tenant or to any
other person or for any damage to, or loss (by theft or otherwise) of, any of
Tenant's property and/or of the property of any other person, irrespective of
the cause of such injury, damage or loss (including the acts or negligence of
any tenant or occupant of the Shopping Center or of any owners or occupants of
adjacent or contiguous property) and whether occasioned by or from explosion,
falling plaster, broken glass, electricity, smoke, wind, water, snow or ice
being upon or coming through or from the street, roof, subsurface, skylight,
trapdoor or

                                       15
<PAGE>


windows, electric wiring, plumbing, dampness, water, gas, steam or other pipes
or sewage, or the failure of the airconditioning or refrigeration system, or the
breaking of any electric wire, the bursting, leaking or running of water from
any tank, washstand, watercloset, wastepipe, sprinkler system, radiator, or any
other pipe in, above, upon or about the Demised Premises or the Building, or
which may at any time hereafter be placed therein, or from any other cause
whatsoever, excluding, however, if any of the foregoing results from the
negligence of Landlord or its servants, agents, and/or employees.

                                     ARTICLE

                              Damage - Destruction
                              --------------------

          Section 5.1. if the Demised Premises shall be damaged by fire or other
cause, the damage shall be repaired by, and at the expense of, Landlord promptly
and with due diligence after Landlord receives the insurance proceeds, but in
all events, not more than six (6) months after the occurrence of the damage, and
the rent until such repairs shall be made shall be apportioned according to the
part of the Demised Premises which is usable by Tenant. Notwithstanding anything
to the contrary herein, in the event the Demised Premises ate substantially
damaged by fire or other causes so that the Demised Premises cannot be operated
by Tenant, then the rent and additional rent (except taxes) shall be fully
abated until (a) Landlord completes repairs to the Demised Premises and same may
be lawfully occupied by Tenant for the purposes set forth in Section 3.1 hereof,
and (b) the earlier of the date Tenant opens for business or .thirty (30) days
after (a) occurs. Tenant acknowledges that Landlord is not obligated to carry
insurance on Tenant's furniture and/or furnishings or any fixtures or equipment,
improvements, alterations or appurtenances owned, made or installed by Tenant,
and agrees that Landlord is not obligated to repair any damages thereto or
replace the sane. Landlord's obligation to repair and restore the Demised


                                       16
<PAGE>


Premises is limited to the condition of the Demised Premises as it was
immediately preceeding the damage. No penalty shall accrue for unavoidable
delays, or any other cause beyond Landlord's control; provided, Landlord uses
due diligence to complete the required repairs. Notwithstanding anything to
the contrary herein, in the event the premises are substantially damaged by fire
or other cause during the last two (2) years of the initial or extended term,
Tenant and Landlord shall each have the right to terminate this Lease by giving
thirty (30) days notice to the other party of its election to terminate this
Lease, and thereupon the term of this Lease shall expire upon the date set forth
in said notice, and Tenant shall surrender possession of the Demised Premises to
Landlord on or before said date, and the rent and additional rent shall be
apportioned and paid to said date.

          Section 5.2. If fifty (50%) percent or more of the gross leasable area
of the Shopping Center shall be damaged or destroyed by fire or other cause,
notwithstanding the fact that the Demised Premises may be unaffected by such
occurrence, Landlord shall have the right, to be exercised by giving
written notice to Tenant within sixty (60) days after said occurrence, to elect
to cancel and terminate this Lease, Upon the giving of such notice to Tenant,
the Lease term hereof shall expire upon the thirtieth (30th) day after such
notice is given, and Tenant shall vacate the Demised Premises and surrender the
same to Landlord.

                                   ARTICLE VI

                                  Condemnation
                                  ------------

          Section 6.1. if, at any time during the term of this Lease there shall
be a total permanent taking of the Shopping Center, or the buildings comprising
same, in condemnation proceedings, or by any right of eminent domain, or police
power, this Lease shall terminate on the date of vesting of title in the taking
authority, and the


                                       17
<PAGE>


Fixed Rent, Additional Rent and other charges payable by Tenant hereunder shall
be apportioned and paid to said date. If 50% or more of the Shopping Center is
taken (whether or not the Demised Premises is affected) Landlord or Tenant may
cancel this Lease on ninety (90) days notice to the other. If the Demised
Premises are taken or the taking reduces parking below the amount required by
the zoning regulations, and Landlord cannot replace such Demised Premises and/or
the parking, then Landlord or Tenant shall, at any time prior to sixty (60) days
after the date of vesting of title in and to said parking or Demised Premises,
have the option of terminating this Lease upon giving written notice to the
other party. Said termination shall be effective as of the date possession of
the part so taken shall vest in the taking authority.

          Section 6.2. In the event of any such total taking or partial taking
resulting in termination of the Lease as aforesaid, Landlord shall be entitled
to receive and retain the entire a-mount of any award, except as provided in
Section 6.5.

          Section 6.3. In the event of a taking not resulting in a termination
of this Lease as set forth in this Article VI, this Lease shall not be affected
in any way, except as provided in Section 6.4, and Landlord shall proceed with
due diligence, after receipt of the award monies, subject to unavoidable delays,
to restore, repair, replace or rebuild the Demised Premises to their former
condition as. nearly as may be reasonably possible. The Fixed Rent and
Additional Rent provided hereunder shall abate to the extent to which the
Demised Premises are no longer available to Tenant.

          Section 6.4. In the event of a partial taking of the Demised Premises
not resulting in termination of this Lease, this Lease shall terminate as to the
portion of the Demised Premises so taken, and the Fixed Rent and Additional Rent
payable for the balance of the term of

                                       18
<PAGE>


this Lease shall be equitably and proportionately reduced from the date of such
taking.

       Section 6.5. Notwithstanding anything in this Article VI to the contrary,
 Tenant shall have the right, in connection with any taking Of all or a portion
 of the Demised Premises, provided such awards are made by the condemnation
 court (in addition to, and do not result in a reduction of any award made by it
 for the land and buildings taken) to claim, prove and receive such awards as
 may be allowed for furnishings, movable trade fixtures and other items of
 personalty owned by Tenant, as well as moving expenses. In no event shall
 Tenant, as a result of any condemnation referred to in this Article VI have or
 make any claim for the value of the unexpired term of this Lease which would in
 any way diminish Landlord's recovery.

          Section 6.6. In the event that pursuant to the Overlease, Landlord or
the overlandlord shall, by reason of an event of condemnation set forth therein,
have elected to terminate the overlease, this Lease shall, upon written notice
to Tenant, terminate and expire as of the date the Overlease shall terminate,
whether or not the event of condemnation forming the basis for said election
shall involve a taking of the Demised Premises.

                                   ARTICLE VII

                        Changes and Alterations by Tenant
                        ---------------------------------

          Section 7.1. Except as specifically provided in this Article VII,
tenant shall have the right to make all non-structural alterations, additions or
improvements to any part of the Demised Premises without the Landlord's prior
written consent. Such permitted changes and alterations shall be made in all
cases subject to the following conditions, which Tenant covenants to observe and
perform:


                                       19
<PAGE>


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

          (b)     All work done in connection with any change or alteration
                  shall be done in a good and workmanlike manner and in
                  compliance with all laws, ordinances, orders and requirements
                  of all federal, state and municipal governments, and the
                  appropriate departments, commissions, boards and officers
                  thereof. Workmen's compensation insurance covering all persons
                  employed in connection with the work and with respect to whom
                  death or bodily injury claims could be asserted against
                  Landlord, Tenant, or the Demised Premisess, and general
                  liability and property damage insurance for the mutual benefit
                  of Tenant and Landlord with limits of not less than those
                  required to be carried pursuant to Section 4.2, shall be
                  maintained by Tenant, at Tenant's sole cost and expense at all
                  times when any work is in process in connection with any
                  change or alteration.

          (c)     Tenant shall furnish Landlord with two (2) copies of "As
                  Built" plans within thirty (30) days after completion of any
                  such work.

                                  ARTICLE VIII

                                Mechanic's Liens
                                ----------------

          Section 8.1 Tenant shall not suffer or permit any mechanic's liens to
be filed against the Demised Premises, or the building or any part of the
Shopping Center, nor against Tenant's leasehold


                                       20
<PAGE>


interest in the Demised Premises by reason of work, labor, services or materials
supplied, or claimed to have been supplied, to Tenant, or anyone holding any
interest in the Demised Premises. If any such mechanic's lien shall at any time
be filed against such property, Tenant shall, within thirty (30) days after
notice of the filing thereof, proceed to cause the same to be discharged of
record by payment, deposit, bond, or order of a court of competent jurisdiction.
If Tenant shall fail to proceed to cause such lien to be discharged within the
period aforesaid, then in addition to any other right or remedy of Landlord,
Landlord nay, but shall not be obligated to, discharge the same either by paying
the amount claimed to be due or by procuring the discharge of such lien by
deposit or by bonding proceedings. Tenant shall promptly, on demand, and as
Additional Rent, reimburse Landlord for all costs incurred in discharging said
lien, including but not limited to reasonable attorney's fees and interest at
the highest legal rate permitted in the state where the Demised Premises is
located.

                                   ARTICLE IX

                 Lawful Use; Surrender of the Demised Premises:
                 ----------------------------------------------
                       Inspection of the Demised Premises
                       ----------------------------------

          Section 9.1. Tenant shall not use or allow the Demised Premises, or
any part thereof, to be used or occupied for any unlawful purpose or for any
dangerous or noxious trade or business, or in violation of any certificate of
occupancy affecting the use of the Demised Premises. No auction, fire,
bankruptcy, going out of business or similar sale will be conducted, or be
advertised as being conducted, in the demised premises, without the written
consent of Landlord, which shall not be unreasonably withheld, provided it is in
fact a fire, bankruptcy or going out of business sale. No merchandise shall be
displayed or stored outside the Demised Premises.

          Section 9.2. Tenant shall, upon the expiration or termination of this
Lease, surrender the Demised Premises to Landlord without delay,


                                       21
<PAGE>


in broom clean condition, and, subject to the provisions of Article V, in good
order, condition and repair, reasonable wear and tear excepted. All
installations, alterations, additions and improvements made to, or upon, the
Demised Premises, whether made by Landlord or Tenant (except only permitted
signs, trade fixtures and movable equipment installed in the Demised Premises
during the term of this Lease at Tenant's cost) shall be deemed part of the
Demised Premises, and, upon the expiration or earlier termination of this Lease,
shall be surrendered with the Demised Premises, in the condition as aforesaid.
Said signs, movable equipment and trade fixtures shall not be deemed part of the
Demised Premises, and may be removed by Tenant at any time or times during the
term hereof. Upon the termination of this Lease, all signs, movable equipment
and trade fixtures shall be removed by Tenant, and Tenant will promptly repair
and restore any damage caused by such removal. Any such property not so removed
may be deemed, at Landlord's option, abandoned by Tenant, and may be removed or
otherwise disposed of by Landlord at Tenant's expense, and Landlord shall have
no liability therefor; provided, however, nothing herein shall be deemed to
waive Tenant's obligation to remove said property.

                                    ARTICLE X

                           Assignment, and Subletting
                           --------------------------

          Section 10.1(A). If at any time after the initial four (4) years of
the term hereof, Tenant desires to assign all of its interest in this Lease, or
to sublet all or a portion of the Demised Premises for the then unexpired term
thereof, Tenant shall so advise Landlord in writing. within sixty (60) days from
the date of receipt of said notice, Landlord shall have the option to recapture
all or that portion of the Demised Premises and terminate this Lease by notice
to Tenant of its intention to so recapture the Demised Premises.

                      (B)  Should Landlord elect to recapture all or that


                                       22
<PAGE>


                           portion of the Demised Premises as aforesaid, the
                           resultant termination shall be effective thirty (30)
                           days following Landlord's notice of election to
                           recapture the Demised Premises.

                (C)        Landlord agrees not to unreasonably withhold its
                           consent to an assignment of all (but not part) of
                           Tenant's interest in this Lease in connection with
                           the sale of Tenant's business, subject to the
                           provisions set forth in Subparagraph (D) (i), (ii)
                           and (iii) below. In such event, Landlord's right to
                           recapture shall not apply.

                (D)        In the event Landlord elects not to recapture the
                           Demised Premises, as provided above, then in such
                           event, Tenant shall be permitted to assign or sublet
                           the entire or a portion of the Demised Premises for a
                           use as permitted by this Lease, provided that: (i)
                           the Assignee's or Sublessee's net worth at such time
                           is the same or better than Tenant's net worth as of
                           the date hereof; and (ii) the proposed use shall not
                           be in conflict with any restriction contained in any
                           of the leases Landlord has with other tenants in the
                           Shopping Center; (iii) Tenant remains liable on the
                           Lease; and (iv) any rent ,Tenant receives in excess
                           of the rental herein provided shall be delivered
                           monthly to Landlord.

          Section 10.2. In the case of any assignment or subletting permitted
pursuant to Section 10.1, Tenant shall in each case comply with each of the
following conditions:

          (1)   A duplicate original executed copy of any such assignment or
                sublease shall be delivered to Landlord thirty days prior to the
                Commencement Date thereof, and in the case of any assignment an
                assumption agreement by Assignee of all obligations of Tenant
                thereafter arising, reasonably satisfactory in form and
                substance to Landlord; and


                                       23


<PAGE>


          (2)   Each sublease shall provide that, in the event of cancellation
                of this Lease, the subtenant under said sublease shall, at the
                option of the Landlord, attorn to and become direct subtenant of
                Landlord on the same terms and conditions as are provided in
                said sublease, except that Landlord shall not be liable for
                defaults of Tenant as sublandlord occurring prior to such
                attornment.

          Section 10.3. Notwithstanding any provision to the contrary herein
contained, Tenant may assign this Lease to a corporation in which it retains a
majority stock interest without the prior written consent of Landlord.

                                   ARTICLE XI

                                  Subordination
                                  -------------

          Section 11.1. This Lease is, and all of Tenant's rights hereunder are,
and shall be subject and subordinate at all times to all covenants,
restrictions, easements and encumbrances now or hereafter affecting the fee
title of the Shopping Center and to all ground and underlying leases, if any,
and mortgages or any other method of financing in any amounts, and all advances
thereon, which may now or hereafter be placed against or affect any or all of
the land or the Demised Premises, or any or all of the buildings and
improvements now or at any time hereafter constituting a part of or adjoining
the Shopping Center, and to all renewals, modifications, consolidations,
participations, replacements, spreaders and extensions thereof. The term
"mortgages" as used herein shall be deemed to include trust indentures and deeds
of trust, and the term "mortgagees" as used in this Lease shall be deemed to
include trustees or beneficiaries under trust indentures and deeds of trust. The
aforesaid provisions shall be self-operative and no further instrument of
subordination shall be necessary unless required by any


                                       24
<PAGE>


such ground or underlying lessors or mortgagees. Should Landlord or any ground
or underlying lessors or mortgagees desire confirmation of such subordination,
Tenant within ten (10) days following Landlord's request therefor, agrees to
execute, acknowledge and deliver, without charge, any and all documents (in form
acceptable to such ground or underlying lessors or mortgagees) subordinating
this Lease and Tenant's rights hereunder. However, should any such ground or
underlying lessors or any mortgagees request that this Lease be made superior,
rather than subordinate, to any such ground or underlying lease or mortgage,
then Tenant within ten (10) days following Landlord's request therefor, agrees
to execute, acknowledge and deliver, without charge, any and all documents (in
form acceptable to such ground or underlying lessors or mortgagees) effectuating
such priority. In the event Tenant fails to execute, acknowledge and deliver any
of such documents within ten (10) days after Landlord's request, Tenant shall be
deemed to be in default under this Lease. if, in connection with the obtaining,
continuing or receiving of financing for which all or any part of the Shopping
Center, in whole or in part, represents collateral, any such mortgagee, trustee
or lessor shall request reasonable modifications of this Lease as a condition of
such financing, Tenant shall not unreasonably withhold or delay its consent
thereto, provided that such modifications do not materially and adversely affect
the rights of Tenant under this Lease. Upon request by Tenant, Landlord shall
use reasonable efforts to obtain non-disturbance agreements from underlying
lessors or mortgagees of the Shopping Center.

                                   ARTICLE XII

                   Default Provisions - Conditional Limitation
                   -------------------------------------------

          Section 12.1. In case one or more of the following events (herein
called an "Event of Default") shall have occurred, and shall not have been
remedied within the tine, and in the manner, hereinafter set forth:


                                       25
<PAGE>


          (a)   default shall be made in the payment of the Fixed Rent, or of
                Additional Rent, and such default shall continue for a period of
                seven (7) days after written notice, specifying such default,
                shall have been given to Tenant; or

          (b)   default shall be made in the performance of any other covenant
                or agreement on the part of Tenant to be performed hereunder,
                and such default shall continue for a period of thirty (30) days
                after written notice specifying such default shall have been
                given to Tenant; provided, however, in the case of a default
                which is of such a nature that it cannot, with due diligence, be
                remedied by Tenant within a period of thirty (30) days, so long
                as Tenant commences, as promptly as may reasonably be possible
                within said 30 days after the service of such notice, to cure
                the default, and thereafter to prosecute such cure with all due
                diligence to completion, the 30 day period aforesaid within
                which to remedy the default shall be extended for such period as
                may be necessary to cure the same with all due diligence (but in
                no event beyond the period granted Landlord to cure such a
                DEFAULT PURSUANT to the Overlease);

          (c)   (i) if a receiver, trustee or liquidator of Tenant, or of all,
                or a substantial part of Tenant's assets, shall be appointed; or
                (ii) Tenant shall be adjudicated a bankrupt or insolvent; or
                (iii) Tenant shall make an assignment of its property for the
                benefit of creditors, or shall file a petition seeking
                reorganization or an arrangement with creditors, or seek to take
                advantage of any insolvency law; or (iv) an involuntary petition
                shall be filed against Tenant under any bankruptcy,
                reorganization or insolvency law, and Tenant has not proceeded
                to take the necessary


                                       26
<PAGE>


                steps to discontinue the petition within ninety (90) days from
                the filing thereof;

                Then, and in any of such events set forth in subparagraphs (a),
                (b) and (c) above, Landlord may, at its option, give to Tenant a
                notice of election to end the tern of this Lease at the
                expiration of ten (10) days from the date of such notice; and,
                if said notice is given, then at the expiration of said ten (10)
                days the term of this Lease and all right, title and interest of
                Tenant hereunder, shall expire as fully and completely as if
                that day were the date herein specifically fixed for the
                expiration of the term of this Lease, and Tenant will then quit
                and surrender the Demised Premises to Landlord; provided,
                however, that Tenant shall nevertheless remain liable to
                Landlord as hereinafter provided.

          Section 12.2. (A) Upon any such expiration or termination of this
Lease pursuant to Section 12.1 above, or any termination by summary proceedings
or otherwise, Landlord may, without further notice, re-enter upon the Demised
Premises, and possess and repossess itself thereof, by force, summary
proceedings, ejectment or otherwise, and may dispossess Tenant, and remove
Tenant and all other persons and property from the Demised Premises, and nay
have, hold and enjoy the Demised Premises, and the right to receive all rental
income of and from the same.

                (B) At any time, or from time, after any such expiration or
          termination of this Lease, Landlord may relet the Demised Premises, or
          any part thereof, in the name of Landlord or otherwise, for such tern
          or terms (which may be greater or less than the period which would
          otherwise have constituted the balance of the term of this Lease) and
          on such conditions as Landlord, in its uncontrolled


                                       27
<PAGE>


          discretion, nay determine, and may collect and receive the rents
          therefor. Landlord shall in no way be responsible or liable for any
          failure to relet the Demised Premises, or any part thereof, or for any
          failure to collect any rent due upon any such reletting.

                (C) No expiration or termination of this Lease pursuant to
          Section 12.1 above, shall relieve Tenant of its liability and
          obligations under this Lease, and such liability and obligations shall
          survive any such expiration, termination or reentry. In the event of
          any such expiration, termination or reentry, whether or not the
          Demised Premises or any part thereof shall have been relet, Tenant
          shall pay to Landlord the rent, and all other charges required to be
          paid by Tenant, up to the time of such expiration or termination of
          this Lease; and thereafter Tenant, until the end of what would have
          been the term hereof in the absence of such expiration, termination or
          reentry, shall be liable to Landlord and shall pay to Landlord, as and
          for agreed upon liquidated damages resulting from Tenant's default,
          and not as a penalty, the equivalent of the amount of Fixed Rent and
          Additional Rent and charges, which would be payable by Tenant under
          this Lease if it were still in effect, less the net proceeds of any
          reletting effected pursuant to the provisions of (B) above, after
          deducting all of Landlord's expenses in connection therewith,
          including, without limitation, all repossession costs, brokerage and
          management commissions, operating expenses, reasonable attorneys'
          fees, alteration costs and expenses of preparation for such reletting.

                Tenant shall pay such liquidated damages (hereinafter
          "Deficiency".) to Landlord monthly, on the days on which the Fixed
          -'-Rent would have been payable hereunder if this Lease were still in
          effect, and Landlord shall be entitled to recover from Tenant each
          monthly Deficiency as the same shall arise.


                                       28
<PAGE>


          Section 12.3. Tenant hereby expressly waives any and all right to
redemption in case Tenant shall be dispossessed by a judgment, or by warrant of
any court or judge. Tenant and Landlord each waive, and will waive, any and all
rights to a trial by jury in the event that summary proceedings shall be
instituted by Landlord. Tenant hereby waives the right to interpose any
counterclaim in a summary proceeding or in any action based on non-payment by
Tenant of Fixed Rent or Additional Rent.

          Section 12.4. If Tenant shall default in the observation or
performance of any of the terms, covenants or conditions upon its part to be
observed or performed under the terms of this Lease, the Landlord, after ten
(10) days' written notice, and provided Tenant has not proceeded to cure said
default (except in cases of emergency, where only notice reasonable under the
circumstances need be given), may, but shall not be required to, perform the
same for the account and on behalf of the Tenant and, if Landlord makes any
expenditure or incurs any obligations in connection with the default of Tenant,
then the amount thereof shall be paid by Tenant to Landlord on demand. The term
"expenditure" or "obligation", as used in this section, shall include reasonable
attorneys' fees, and interest at the prime rate of Landlord's bank, on any
monies advanced for, or on account of Tenant.

                                  ARTICLE XIII

                       Limitation of Landlord's Liability
                       ----------------------------------

          Section 13.1. The term "landlord" as used in this Lease shall be
limited to mean, and include only, the owner or owners at the time in question
of Landlord's interest in the Demised Premises, and in the event of any transfer
or transfers of the title to such interest, Landlord herein named (and in case
of any subsequent transfers or conveyances the then transferor) shall be
automatically freed and relieved, from and after the date of such transfer or
conveyance, of


                                       29
<PAGE>


all personal liability as respects the performance of any covenants or
obligations on the part of Landlord contained in this Lease thereafter to be
performed; provided that, any funds in the hands of such Landlord, or the then
transferor) at the time of such transfer, in which Tenant has an interest, shall
be turned over and/or assigned to the transferee, and any amount then due and
payable to Tenant by Landlord, or the then transferor under any provisions of
this Lease, shall be paid to the new Landlord; and provided further, that upon
such transfer, the transferee shall be deemed to expressly assume, subject to
the limitations of this Article XIII, all of the terms, covenants and conditions
in this Lease contained on the part of Landlord thereafter to be performed; it
being intended hereby that the covenants and obligations contained in this Lease
on the part of the Landlord shall, subject as aforesaid, be binding on Landlord,
its successors and assigns, only during, and in respect of, their respective
successive periods of ownership.

          Section 13.2. Waiver of Liability. Anything contained in this Lease to
the contrary notwithstanding, Tenant agrees that Tenant shall look solely to the
estate and property of Landlord in the land and buildings comprising the
Shopping Center of which the Demised Premises forms a part and the rentals
therefrom for the collection of any judgment requiring the payment of money by
Landlord in the event of any default or breach by Landlord with respect to any
of the terms, covenants and conditions of this Lease to be observed and
performed by Landlord, subject, however, to the prior rights of any ground or
underlying lessor or the holder of any mortgage covering the Shopping Center. No
other assets of Landlord shall be subject to levy, execution or other judicial
process for the satisfaction of Tenant's claim.

                                   ARTICLE XIV

                       Invalidity of Particular Provisions
                       -----------------------------------

          Section 14.1. If any term or provision of this Lease, or the


                                       30
<PAGE>


application thereof, to any person or circumstance, shall to any extent to be
held to be invalid or unenforceable by any court having jurisdiction hereover,
the remainder of this Lease (or the application of such term or provision to
persons or circumstances other than those as to which it has been held invalid
or unenforceable), shall not be affected thereby, and each term and provision of
this Lease shall be valid and be enforceable to the fullest extent permitted by
law.

                                   ARTICLE XV

                             Certificates of Tenant
                             ----------------------

          Section 15.1. Tenant agrees at any time, and from time to time, within
ten (10) days after notice by Landlord, or any fee mortgage, to execute,
acknowledge and deliver to such requesting party, a statement in writing,
certifying that this Lease is unmodified and in full force and effect (or if
there have been modifications, that the Lease is in full force and effect, as
modified, and stating the modification), and the dates to which the Fixed Rent
and Additional Rent has been paid; and stating whether or not to the best
knowledge of Tenant, Landlord is in default in keeping, observing or performing
any term, covenant, or provision, contained in this Lease and, if in default,
specifying each such default; it being intended that any such statement
delivered pursuant to this Section 15.1 may be relied upon by Landlord, or any
prospective purchaser of Landlord's interest in the Demised Premises, or any
mortgage thereof, or any assignee of any such mortgage, but reliance on such
statement may not exceed to any default as to which Tenant shall have had no
actual knowledge.

                                   ARTICLE XVI

                                     Notices
                                     -------

          Section 16.1. Any notice, demand or request which, under the terms
hereof, or under any statute, must or may be given the parties


                                       31
<PAGE>


hereto, must be in writing, by mailing the sane: (A) If to Landlord: then to
Landlord at its address as set forth on page 1 hereof, to the attention of Mr.
Irwin Ackerman; and, (B) If to Tenant: then to Tenant at its Demised Premises,
with a copy to Tenant at 1355 First Avenue, New York, New York 10021, attention
Charles Vavra, Branch Administrator. All notices given hereunder shall be made
by depositing same in a United States general or branch post office, by
certified or registered mail, return receipt requested. The date of delivery
shall be deemed to be either (a) the date shown on the return receipt; or (b) in
the event the addressee refuses delivery, then 2 days after said nailing date.
If requested in writing by any mortgagee of' Landlord's interest in the Demised
Premises, Tenant agrees that any notice given Landlord shall also be given
contemporaneously to such mortgagee. Either party, and any mortgagee may
designate by notice in writing, given as herein specified, a new or other
address to which such notice or demand shall thereafter be so given or made.

                                  ARTICLE XVII

                               Cumulative Remedies
                               -------------------
                           No Waiver - No Oral Change
                           --------------------------

          Section 17.1. The specified remedies to which Landlord or Tenant may
resort under the terms of this Lease are cumulative, and are not intended to be
exclusive of any other remedies or means of redress to which Landlord or Tenant
may be lawfully entitled, in case of any breach or threatened breach by Tenant
or Landlord, as the case may be, of any provisions of this Lease. The failure of
Landlord or Tenant to insist upon the strict performance of any of the covenants
of this Lease, or to exercise any option herein contained, shall not be
construed as a waiver for the future of such covenant or option. No waiver by
Landlord or Tenant of any provision of this Lease shall be deemed to have been
made, unless expressed in writing, and signed by the other party. In addition to
the other remedies in this Lease provided, Landlord and Tenant shall be entitled
to an injunction


                                       32
<PAGE>


against any violation, or threatened violation, of any of the covenants,
conditions or provisions of this Lease.

          Section 17.2. This Lease contains the entire agreement of the parties,
all prior understandings and agreements being merged herein, and can be modified
only by an agreement in writing executed and acknowledged by Landlord and
Tenant.

                                  ARTICLE XVIII

                                 Quiet Enjoyment
                                 ---------------

          Section 18.1. Landlord covenants and agrees that Tenant, upon paying
the Fixed Rent, Additional Rent and all other charges herein provided fox-, and
upon observing and keeping all of the covenants, agreements and provisions
hereof on its part to be observed and kept, shall lawfully and quietly hold,
occupy and enjoy the Demised Premises during the term hereof, without hindrance
or molestation by, or from anyone claiming by, through or under Landlord,
subject to the terns, covenants and conditions hereof.

                                   ARTICLE XIX

                              Waiver of Jury Trial
                              --------------------

          Section 19.1. The parties hereto waive a trial-by jury on any or all
issues arising in any action or proceeding between them, or their successors,
arising hereunder, or resulting from the Tenant's use or occupancy of the
Demised Premises.

                                   ARTICLE XX

                                 Sign Provisions
                                 ---------------

          Section 20.1. (A) Subject to compliance by Tenant with provisions of
this Lease, and with applicable laws and regulations of governmental
authorities, Landlord agrees that it will not unreasonably withhold its consent
to the installation by Tenant of a sign designating Tenant's name and business
on the front facade of


                                       33
<PAGE>


the Demised Promises, provided that any such sign must be affixed
horizontal/flush to the facade of the Demised Premises. Tenant agrees to
deliver, in advance of installation, a detailed drawing of any such sign for
Landlord's consent. The withholding of consent shall not be deemed unreasonable
for any proposed sign that includes flashing/blinking lights in its design.
Tenant shall be required to maintain its; sign in good condition and repair, to
remove the same at the end of the term hereof, and to promptly repair any damage
caused by said removal.

                (B) Tenant shall have the option to have that certain space on
          the Pathmark pylon sign previously used by the former tenant, Central
          Avenue Camera. Such space sign shall be provided by Tenant at its cost
          and expense and shall be maintained by Tenant in good condition and
          repair.

                                   ARTICLE XXI

                                  Miscellaneous
                                  -------------

          Section 21.1. This instrument shall not be recorded by either party
hereto. Each party agrees to execute, at the request of the other, a memorandum
of this Lease to be recorded at the expense of the party requesting it.

          Section 21.2. Each party hereto represents that it has had no dealings
with any broker or agent in connection with this Lease. Tenant agrees to
indemnify and hold Landlord harmless from the claims of any broker or agent whom
Tenant, and not Landlord, dealt with or employed.

          Section 21.3. The agreements herein contained shall bind and inure to
the benefit of the parties hereto, their respective heirs, successors and
assigns.

          Section 21.4 In consideration of Landlord's leasing the Demised


                                       34
<PAGE>


Premises to Tenant and obtaining the surrender of the prior tenant's lease,
Tenant agrees to pay Landlord upon the mutual execution and delivery of this
Lease the sum of Sixty Two Thousand Dollars ($62,000.00).

          IF WITNESS WHEREOF, the parties hereto duly executed this Agreement as
of the day and year first above written.


WITNESS:                                    ACKLINIS ASSOCIATES, Landlord

                                            By
-----------------------------                  ---------------------------------
                                                        General Partner


ATTEST:                                     FOURTH FEDERAL SAVINGS AND LOAN
                                            ASSOCIATION OF NEW YORK, TENANT


-----------------------------               ------------------------------------
                                                          (Title)
  VICE PRESIDENT &                          EXECUTIVE VICE PRESIDENT &
  MORTGAGE OFFICER                          CHIEF OPERATING OFFICER


                                             ACKNOWLEDGMENTS
                                             ---------------
                                                LANDLORD
                                                --------

STATE OF NEW YORK        )
                         :  ss:
COUNTY OF NEW YORK       )

          On the 22nd day of December, 1988, before me came Irwin Ackerman, to
me known, who, being by me duly sworn did depose and say that he resides in New
York, New York; that he is the General Partner of Acklinis Associates, the
partnership described in, and which executed the foregoing instrument.


                                            ------------------------------------
                                                       Notary Public

                                                      RICHARD BERGER
                                              NOTARY PUBLIC STATE of New YORK
                                                      NO. 31-4795722.
                                               QUALIFIED IN New York County
                                             Commission Expires Oct. 31, 2989


                                       35
<PAGE>


                                     TENANT
                                     ------

STATE OF NEW YORK     )
                      :  ss.:
COUNTY OF NEW YORK    )

          On the 22nd day of December - 1988, before me personally came KENNETH
A.MARTINEK, to me known, who being by me duly sworn, did depose and say that he
resides at 145 Sunrise Hill Lane, Conn.; that he is the E.V.P. & C.O.O. of
Fourth Federal Savings and Loan Association of New York 1355 First Ave. New
York, N.Y. the corporation described in, and which executed the foregoing
instrument; that he knows the seal of said corporation; that the seal affixed to
said instrument is such corporate seal; that it was affixed by order of the
Board of Directors of said corporation; and that he signed his name thereto by
like order.

                                                        /s/ Paul Reilly
                                            ------------------------------------
                                                         Notary Public

                                                          PAUL REILLY
                                               NOTARY PUBLIC, STATE OF NEW YORK
                                                        NO. 03-4693802
                                                   QUALIFIED IN BRONX COUNTY
                                                    COMMISSION EXPIRES JAN


                                       36