<PAGE>




                               EXHIBIT (10)(c)(3)
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                                    LEASE OF
                          STOUGHTON PLAZA REALTY TRUST
                                       and
                            THE HIBERNIA SAVINGS BANK


                              TABLE OF CONTENTS 
 ARTICLE
 NUMBER                                                                   PAGE
 ------                                                                   ----
       I.    DEFINITIONS AND EXHIBITS ...................................   2

      II.    PREMISES ...................................................   4

     III.    BASE RENT ..................................................   4

      IV.    COMMENCEMENT DATE ..........................................   5

       V.    USE OF PREMISES ............................................   5

      VI.    ASSIGNMENT AND SUBLETTING ..................................   7

     VII.    RESPONSIBILITY FOR REPAIRS AND CONDITIONS OF
             PREMISES; SERVICES TO BE FURNISHED BY
             LANDLORD ...................................................   9

    VIII.    OPERATING AND TAX EXPENSES .................................  10

      IX.    INDEMNITY AND PUBLIC LIABILITY INSURANCE ...................  11

       X.    FIRE, EMINENT DOMAIN, ETC ..................................  13

      XI.    DEFAULT ....................................................  15

     XII.    MISCELLANEOUS PROVISIONS ...................................  18

    XIII.    OPTION TERMS AND TERMINATION OPTION ........................  24

     XIV.    CONDITIONS PRECEDENT .......................................  24
<PAGE>

                                      LEASE

      THIS INSTRUMENT IS A LEASE, dated as of July 31, 1995, in which the
Landlord and the Tenant are the parties hereinafter named, and which relates to
space in the buildings located at 397-423 Washington St., Stoughton,
Massachusetts. The parties to this instrument hereby agree with each other as
follows:

                                    ARTICLE I

                            DEFINITIONS AND EXHIBITS

1.1 Definition of Basic Lease Terms. The following constitute definitions of the
basic terms used in this Lease.

            Landlord: Stoughton Plaza Realty Trust, Curt R. Feuer, Trustee,
      under a Declaration of Trust dated June 27, 1980 and recorded in the
      Norfolk County Registry District of the Land Court as Document #403353
      with Certificate #111101, Book 550, Page 101.

            Landlord's Original Address: c/o Orsett Properties, Ltd., 372
            Washington St., Wellesley, Massachusetts 02181.

            Tenant: The Hibernia Savings Bank

            Tenant's Original Address: 731 Hancock St., Quincy, MA 02170

            Base Rent:          Annual Rent
                                Years   1-3       $50,600.00  ($4,216.67/mo.)
                                Years   4-6       $57,200.00  ($4,766.67/mo.)
                                Years   7-10      $59,400.00  ($4,950.00/mo.)
                   Option       Years   11-15     $68,310.00  ($5,692.50/mo.)
                   Option       Years   16-20     $78,556.50  ($6,546.38/mo.)
                   Option       Years   21-25     $90,339.98  ($7,528.34/mo.)

            Buildings: The existing buildings owned by Landlord at 397-423
Washington St., Stoughton, Massachusetts together with the parking area and
lands serving the same.

            Premises: 2,200 square feet, more or less, (the "Premises Area")
which is agreed to be as shown as a free-standing structure on Exhibit A annexed
hereto known and numbered as 397 Washington St., Stoughton, MA.

            Permitted Uses: Retail banking office related office space, ATM, and
a single drive up teller window.


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            Term: The period commencing on the Commencement Date and expiring at
5:00 p.m. on the day immediately preceding the tenth anniversary of the
Commencement Date.

            Commencement Date: One Hundred, Twenty (120) days after the date
upon which this Lease has been executed by the parties subject to the
satisfaction or waiver by the Tenant of the Conditions Precedent as outlined in
Article XV or the Occupancy Date, whichever is earlier.

            Common Areas: The access entrances, the parking lots and that
portion of any sidewalks included in the Property.

            Default of Tenant: As defined in Section 11.1.

            Extended Term: Any option term exercised under Article XIII of the
Lease beyond the original ten year term.

            Initial public Liability Insurance: $1,000,000 per occurrence
(combined single limit) for property damage, bodily injury or death.

            Initial Term: The Term prior to any Extended Terms.

            Occupancy Date: The date the Tenant is first open for business.

            Operating and Tax Expenses: The operating and tax expenses relating
to the Property as further defined in Article VIII.

            Property: The Building and the land parcels on which it is located
(including adjacent sidewalks).

            Tenant's Proportionate Share: 11 (eleven) per cent.

            Tenant's Share of Operating and Tax Expenses: Tenant's Proportionate
Share of the Operating and Tax Expenses.

1.2 Exhibits.

      EXHIBIT A (Floor Plan)


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                                   ARTICLE II

                                    PREMISES

      2.1 LEASE OF PREMISES. Landlord hereby demises and leases to Tenant for
the Term of this Lease and upon the terms and conditions hereinafter set forth,
and Tenant hereby accepts from Landlord, the Premises.

      2.2 APPURTENANT RIGHTS AND RESERVATIONS. (a) Tenant shall have, as
appurtenant to the Premises, the non-exclusive right to use, and permit its
customers, patrons, employees and invitees to use, in common with others, the
Common Areas, and common walkways necessary for access to the Building; but such
rights shall always be subject to reasonable rules and regulations from time to
time established by Landlord pursuant to Section 12.7.

            (b) Landlord shall have the right to enter the Premises with
twenty-four (24) hour advance notice, (except in the case of an emergency, when
no notice shall be required) for the purpose of making repairs to the same, and
Landlord shall also have the right to enter the Premises during normal business
hours and with reasonable advance notice for the purpose of inspecting the same
and to make access available to prospective or existing mortgagees, purchasers,
partners, investors, insurers or tenants. Landlord agrees to use reasonable
efforts (excluding any obligation to incur overtime labor costs) to minimize any
inconvenience, annoyance or interruption to Tenant's business operations, and to
recognize any reasonable security requirements of Tenant in exercising such
rights of entry.

            (c) The Premises are hereby leased in an "as is"" condition, it
being expressly understood and agreed that Landlord is not obligated to install
services or facilities in the Premises beyond those now in place with the
exception that Landlord will install a new rubber roof on the Premises prior to
the Tenant's opening for business.

                                   ARTICLE III

                                    BASE RENT

      3.1 BASE RENT PAYMENT. Tenant agrees to pay the Base Rent to Landlord, or
as directed by Landlord, commencing on the Commencement Date, without offset,
abatement (except as otherwise expressly provided in this Lease), deduction or
demand. Such Base Rent shall be payable in equal monthly installments, in
advance, on the first day of each and every calendar month during the Term of
this Lease, at Landlord's Original Address, or at such other place as Landlord


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shall from time to time designate by notice.

                                   ARTICLE IV

                                COMMENCEMENT DATE

      4.1 COMMENCEMENT DATE: The Commencement Date hereunder shall be as set
forth in Section 1.1 hereof.

                                    ARTICLE V

                                 USE OF PREMISES

      5.1 PERMITTED USE. (a) Tenant agrees that the Premises shall be used and
occupied by Tenant only for Permitted Uses and for no other purpose.

            (b) Tenant agrees to conform to the following provisions during the
Term of this Lease:

                  (i) Tenant shall have the right, at its own expense, to
      install and maintain on the Premises as well as on the Property of which
      the Premises are a part any sign (including signs erected on poles or
      stanchions not higher than fifteen (15) feet in height) which is either
      allowed by right under any applicable municipal ordinance, bylaw or
      regulation or for which Tenant has received a valid permit from any
      municipal body, board or commission having jurisdiction thereof. Landlord
      shall not object to any permit request filed by Tenant seeking signage
      approval and shall cooperate with the Tenant in the pursuit of such
      permits, licenses or approvals.

                  (ii) Tenant shall not perform any act or carry on any practice
      which may damage the Premises, or any other part of the Building, or cause
      any offensive odors or unreasonably loud noises or constitute a nuisance
      or a menace to, or otherwise interfere with the business of, any other
      tenant in the Building;

                  (iii) Tenant shall not introduce any hazardous or toxic
      materials (other than those normally used in an office environment) onto
      the Property without (i) first notifying Landlord and (ii) complying with
      all applicable Federal, State and local laws or ordinances pertaining to
      the storage, use or disposal of such materials including, but not limited
      to,


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      obtaining proper permits;

                  (iv) Without derogating from the foregoing, if Tenant's
      storage, use or disposal of hazardous or toxic materials on the Property
      results in (i) contamination of the soil or surface or ground water or
      (ii) loss or damage to person(s) or property but excluding any
      contamination that predates the Occupancy Date, then Tenant agrees to
      clean up the contamination or pay for such cleanup, at Landlord's option,
      and indemnify, defend and hold Landlord harmless from and against any
      claims, suits, causes of action, costs and fees, including attorney's
      fees, arising from or connected with any such contamination, loss or
      damage. This provision shall survive the termination of this Lease; and

                  (v) Tenant shall, in its use of the Premises, comply with the
      requirements of all applicable governmental laws, rules and regulations;

                  (vi) Tenant shall occupy the Premises on and after the the
      Occupancy Date and shall conduct continuously in entire Premises the
      business above stated.

      5.2 INSTALLATIONS AND ALTERATIONS BY TENANT. (a) Tenant shall make no
alterations, additions or improvements in or to the Premises during the Term of
this Lease without the prior written consent of Landlord, which consent shall
not be unreasonably withheld or delayed provided that Tenant fully complies with
the provisions of this Section 5.2. If such consent is granted, such
alterations, additions or improvements shall (i) be made at Tenant's sole
expense and, if the same would unreasonably disturb other tenants of the
Building, at times other than during normal business hours and (ii) except for
Tenant's Removable Property, as defined below, become part of the Premises and
the property of Landlord.

            (b) All articles of personal property and all business fixtures,
machinery and equipment and furniture owned or installed by Tenant solely at its
expense in the Premises ("Tenant's Removable Property") shall remain the
property of Tenant and may be removed by Tenant at any time prior to the
expiration of this Lease, provided that Tenant, at its expense, shall repair any
damage to the Building caused by such removal.

            (c) Notice is hereby given that Landlord shall not be liable for any
labor or materials furnished or to be furnished by contractors, mechanics or
suppliers to Tenant upon credit, and that no mechanic's or other lien for any
such labor or materials shall attach to or affect the reversion or other estate
or interest of Landlord in and to the Premises. To the maximum extent permitted
by law, at such time as any contractor commences to perform work on


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behalf of Tenant, or any supplier commences to provide materials to Tenant, such
contractor (and any subcontractors) or supplier shall furnish a written
statement acknowledging the provisions set forth in the prior clause. Whenever
and as often as any mechanic's lien shall have been filed against the Property
based upon any act or interest of Tenant or of anyone claiming through Tenant,
Tenant shall forthwith take such action by bonding, deposit or payment as will
remove or satisfy the lien.

            (d) Both parties acknowledge that it will be necessary that certain
work, improvements or alterations to the Premises will be done prior to the
Tenant opening for business. Within sixty (60) days of the execution hereof,
Tenant shall, at its own expense, prepare all necessary plans and/or drawings
reasonably describing the work ("Tenant's Work"), which shall include interior
and exterior renovations as well as plans depicting the proposed drive through
service area which Tenant wishes to perform as a condition for Tenant taking
occupancy of the Premises. Such plans shall be submitted to the Landlord for its
reasonable review and approval, which approval shall be completed within ten
(10) business days of the submission. The Landlord shall review the plans as
expeditiously as possible and failure to object within ten (10) business days
shall constitute Landlord's approval of the plans. Should Landlord raise a
reasonable, good faith objection to any of the Tenant's work plans which cannot
be resolved between Tenant and Landlord, Tenant may either correct or modify its
submission or terminate the Lease without recourse to the Tenant. In the event
that Tenant seeks to terminate the Lease on the grounds of plans disapproval,
said notice of termination must be received by Landlord within ninety (90) days
of the execution of the Lease.

                                   ARTICLE VI

                            ASSIGNMENT AND SUBLETTING

      6.1 PROHIBITION. (a) Tenant covenants and agrees that neither this Lease
nor the term and estate hereby granted, nor any interest herein or therein, will
be assigned, mortgaged, pledged, encumbered or otherwise transferred and that no
part of the Premises will be used or occupied or permitted to be used or
occupied, by anyone other than Tenant, or for any use or purpose other than a
Permitted Use, or be sublet (which term, without limitation, shall include
granting of concessions, licenses and the like) in whole or in part, in each
case without first obtaining the written approval of Landlord, which approval
shall not be unreasonably withheld or delayed.

            (b) In addition, Tenant shall have the absolute right (without the
necessity of seeking or obtaining Landlord approval)


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to transfer the Tenant's interests in branch locations without being deemed in
violation of the provisions of this Article. In the event of such a transfer,
Tenant shall provide Landlord with notice the new ownership within thirty (30)
days of the transfer.

            (c) If this Lease be assigned, or if the Premises or any part
thereof be sublet or occupied by anyone other than Tenant, Landlord may, if
Tenant is not paying timely the Base Rent, Tenant's share of Operating and Tax
Expenses, or any other charges due under this Lease, collect rent and other
charges from the assignee, subtenant or occupant, and apply the net amount
collected to the rent and other charges herein reserved, but no such assignment,
subletting, occupancy, collection or modification of any provisions of this
Lease shall be deemed a waiver of this covenant, or the acceptance of the
assignee, subtenant or occupant as a tenant or a release of the original named
Tenant from the further performance by the original named Tenant hereunder. No
assignment or subletting hereunder shall relieve Tenant from its obligations
hereunder and Tenant shall remain fully and primarily liable therefor. No such
assignment, subletting, or occupancy shall affect Permitted Uses. Any proposed
or actual assignment, subletting or occupancy shall in any event be subject to
any so-called "exclusives" previously granted to other Tenants in the Building
or, if Tenant has or is given notice thereof prior to obtaining the consents
required from Landlord, to any exclusive under negotiation between Landlord and
a prospective new Tenant.

            (d) In the event the Tenant is acquired and the transfer of Tenant's
stock occurs, the acquiring entity has the right to assume this Lease without
the permission of Landlord provided that the acquiring entity continues to
maintain operation of a retail banking office.

      6.2 SUBLEASE RIGHTS. Notwithstanding the prohibition set forth in Section
6.1, Landlord shall not withhold its consent to a subletting or sublettings
requested by Tenant, provided that: (i) in Landlord's reasonable judgment, the
business of the proposed subtenant or the proposed use of the sublet premises
will not adversely affect the reputation or image of the Building (ii) in
Landlord's reasonable judgment, the financial strength and ability of the
proposed subtenant satisfies Landlord's underwriting standards for new Tenants;
(iii) such sublease(s) shall not, in the aggregate, cover more than 50% of the
Rentable Area of the premises; (iv) the rent to be derived by such sublease is
payable monthly at a fixed rate or at a rate which is determinable from the
terms of the sublease and not based on the net or gross income or profits
derived by such subtenant from the Premises; and (v) Landlord has been furnished
with information sufficient to make a determination as to each of the foregoing
requirements. If Landlord shall withhold such consent, it shall set forth in
writing the reasons therefor.


                                       -8-
<PAGE>

      6.3 SHARING OF SUBLEASE PROFITS. If the rent and other sums received by
Tenant on account of a permitted sublease exceed the sum of (i) the Base Rent
and Tenant's Share of Operating and Tax Expenses allocable to the Premises
subject to the sublease (in the proportion of the area of such space to the
entire Premises), and (ii) reasonable legal fees and brokerage commissions
incurred by Tenant in connection with such subleasing, Tenant shall pay to
Landlord, as additional rent, 50% of such excess, as received by Tenant.

                                   ARTICLE VII

            RESPONSIBILITY FOR REPAIRS AND CONDITION OF PREMISES;
                      SERVICES TO BE FURNISHED BY LANDLORD

      7.1 LANDLORD REPAIRS. (a) Except as otherwise provided in this Lease,
Landlord agrees to keep in good order, condition and repair the parking areas
(except the lawn area and grounds immediately adjacent to the Premises).
Landlord shall in no event be responsible for (i) the repair of glass, doors or
door hardware in the Premises (ii) maintenance or repair of the plumbing or HVAC
system; or (iii) any condition in the Premises or the Building caused by any act
or omission of Tenant, or its employees, invitees, agents or contractors.

            (b) Landlord shall not be liable for any failure to make repairs
which, under the provisions of this Section 7.1 or elsewhere in this Lease,
Landlord has undertaken to make with respect to any portion of the Building
within the Premises or under the control of Tenant unless Tenant has given
notice to Landlord of the need to make such repairs, and Landlord has failed to
commence to take appropriate actions and/or make such repairs (as the case may
be) within a reasonable time after receipt of such notice based upon the nature
of the repairs or thereafter fails to proceed with reasonable diligence to
complete such repairs.

      7.2 TENANT'S AGREEMENT. (a) Tenant will keep neat and clean and maintain
in good order, condition and repair the Premises and every part thereof
including, without limitation, all interior and exterior walls, roof and all
mechanical, electrical and plumbing equipment and fixtures including without
limitation HVAC, excepting only that maintenance and those repairs for which
Landlord is responsible under the terms of this Lease and excepting also
reasonable wear and tear of the Premises, and damage by fire or other casualty
and as a consequence of the exercise of the power of eminent domain; and shall
surrender the Premises, at the end of the Term, in such condition. Without
limitation, Tenant shall continually during the Term of this Lease maintain the
Premises in 


                                       -9-
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accordance with all laws, codes and ordinances from time to time in effect and
all directions, rules and regulations of the proper officers of governmental
agencies having jurisdiction, and the standards recommended by the Boston Board
of Fire Underwriters, and shall, at Tenant's expense, obtain all permits,
licenses and the like required by applicable law. Roof warranties will be
assigned by Landlord to Tenant.

      7.3 UTILITIES. Tenant shall pay directly to such utility as services the
water, gas, and electrical energy to the Premises, on a monthly basis, all
charges accrued with respect to water, gas and electricity used in the Premises
as measured by the meter serving the Premises. Tenant's use of electrical energy
in Premises shall not at any time exceed the capacity of any of the electrical
conductors or equipment in or otherwise serving Premises.

                                  ARTICLE VIII

                           OPERATING AND TAX EXPENSES

      8.1 DEFINITIONS. For the purposes of this Article, the following terms
shall have the following respective meanings:

            Operating Year: Each calendar year (or other twelve--month period as
determined by Landlord) in which any part of the Term of the Lease shall fall.

            Operating Expenses: The aggregate costs or expenses reasonably
incurred by Landlord with respect to the operation, cleaning, repair,
maintenance and management of the Property including, without limitation,
Tenant's Proportionate Share of electricity, water, snowplowing, security,
insurance, cleaning, amortized capital repairs to be limited to the common
areas, parking and sidewalks, reasonable management fees and other normal and
reasonable charges relative to the Property.

            Taxes: The real estate taxes or betterment assessments assessed with
respect to the Property and/or any other tax if the same replaces the current
method of assessment of real estate taxes in whole or in part or is additionally
imposed on the Property or upon Landlord relating to the Property and is
generally applicable to owners of similar properties.

            Operating and Tax Expenses: The aggregate of the Operating Expenses
and Taxes.

      8.2 TENANT'S PAYMENTS. (a) Tenant shall pay to Landlord


                                     - 10 -
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Tenant's Proportionate Share of Operating and Tax Expenses for any Operating
Year, which amount shall be apportioned for any Operating Year in which the
Commencement Date falls or the Term of this Lease ends.

            (b) Payments by Tenant on account of Operating and Tax Expenses
shall be made monthly on the first day of each and every calendar month during
the Term of this Lease and otherwise in the manner herein provided for the
payment of Base Rent. The monthly amount so to be paid to Landlord shall be the
amount billed by Landlord for costs incurred during the next preceding month on
account of Operating and Tax Expenses.

            (c) Tenant's payments of Operating and Tax Expenses will be limited
to a cumulative three per cent (3%) per year increase over the level of
Operating and Tax Expenses of the first year of the Lease.

      8.3 ABATEMENT. (a) If Landlord shall receive any tax abatement refund or
reimbursement of Taxes, then after deducting Landlord's unpaid expenses
reasonably incurred in obtaining the same, Landlord shall pay to Tenant Tenant's
Proportionate Share of such abatement; provided that Landlord shall have the
right to deduct from any such amount the amount of any payments which are then
due and payable from Tenant.

                                   ARTICLE IX

                    INDEMNITY AND PUBLIC LIABILITY INSURANCE

      9.1 TENANT'S INDEMNITY. To the maximum extent this agreement may be made
effective according to law, Tenant agrees to indemnify and save harmless
Landlord from and against all claims of whatever nature arising (i) from any
accident, injury or damage whatsoever to any person, or to the property of any
person, occurring on the Premises as well as on the Property of which the
Premises are a part or (ii) from any accident, injury or damage occurring
outside of the Premises but on the Property, in each case where such accident,
damage or injury results or is claimed to have resulted from an act or omission
on the part of Tenant or Tenant's agents or employees or independent
contractors, invitees or visitors and, in either case, occurring after the date
of this Lease until the end of the Term of this Lease and thereafter so long as
Tenant is in occupancy of any part of the Premises unless such accident, damage
or injury is caused by the negligence or misconduct of Landlord or its
employees, agents or contractors or assigns. This indemnity and hold harmless
agreement shall include indemnity against all costs, expenses and liabilities
incurred in or in connection with any such claim or proceeding brought thereon,
and the defense thereof, including, without limitation, reasonable attorneys'
fees at both the trial and appellate levels.


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      9.2 PUBLIC LIABILITY INSURANCE. Tenant agrees to maintain in full force
from the date upon which Tenant first enters the Premises for any reason,
throughout the Term of this Lease, and thereafter so long as Tenant is in
occupancy of any part of the Premises, a policy of general liability and
property damage insurance under which Tenant and Landlord are named as an
insured. Each such policy shall be non-cancelable and non-amendable with respect
to Landlord, without twenty (20) days' prior notice and shall be in at least the
amounts of the Initial Public Liability Insurance specified in Section 1.1 or
such greater amounts as Landlord shall from time to time reasonably request, and
a duplicate original or certificate thereof shall be delivered to Landlord.

      9.3 TENANT'S RISK. To the maximum extent this agreement may be made
effective according to law, Tenant agrees that all of the furnishings, fixtures,
equipment, effects and property of every kind, nature and description of Tenant
and all persons claiming by, through or under Tenant which, during the Term of
this Lease or any occupancy of the Premises by Tenant or anyone claiming under
Tenant, may be on the Premises or elsewhere on the Property, shall be at the
sole risk and hazard of Tenant, and if the whole or any part thereof shall be
destroyed or damaged by fire, water or otherwise,' or by the leakage or bursting
of water pipes or sprinklers, by theft or from any other cause, no part of said
loss of damage is to be charged to or be borne by Landlord unless due to the
negligence or misconduct of Landlord, its employees, agents, or contractors.

      9.4 INJURY CAUSED BY THIRD PARTIES. To the maximum extent this agreement
may be made effective according to law, Tenant agrees that Landlord shall not be
responsible or liable to Tenant, or to those claiming by, through or under
Tenant, for any loss or damage that may be occasioned by or through the acts or
omissions of persons other than Landlord and Landlord's employees, agents and
contractors.

      9.5 WAIVER OF SUBROGATION. Insofar as, and to the extent that, the
following provision shall not make it impossible to secure insurance coverage
obtainable at reasonable rates from responsible insurance companies doing
business in the locality in which the Property is located (even though extra
premium may result therefrom) Landlord and Tenant mutually agree that any
property damage insurance carried by either shall provide for the waiver by the
insurance carrier of any right of subrogation against the other, and they
further mutually agree that, with respect to any damage to property, the loss
from which is covered by insurance then being carried by them, respectively, the
one carrying such insurance and suffering such loss releases the other of and
from any and all claims with respect to such loss to the extent of the


                                     - 12 -
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insurance proceeds paid with respect thereto.

                                    ARTICLE X

                           FIRE, EMINENT DOMAIN. ETC.

      10.1 ABATEMENT OF RENT. If the Premises shall be damaged by fire or other
casualty, Base Rent and Tenant's Share of Operating and Tax Expenses payable by
Tenant shall abate proportionately for the period in which, by reason of such
damage, there is material interference with Tenant's use of the Premises, having
regard to the extent to which Tenant may be required to discontinue Tenant's use
of all or a portion of the Premises, but such abatement or reduction shall end
if and when Landlord shall have substantially restored the Premises (excluding
any alterations, additions or improvements made or to be made by Tenant) to the
condition in which they were prior to such damage. If the Premises shall be
affected by any exercise of the power of eminent domain, Base Rent and Tenant's
Share of Operating and Tax Expenses payable by Tenant shall be justly and
equitably abated and reduced according to the nature and extent of the loss of
use thereof suffered by Tenant. In no event shall Landlord have any liability
for damages to Tenant for inconvenience, annoyance or interruption of business
arising from such fire, casualty or eminent domain.

      10.2 RIGHTS OF TERMINATION. Within sixty (60) days from the date of damage
by fire or other casualty, Landlord shall notify Tenant whether or not the
Premises can be materially restored within one hundred and eighty (180) days
from the date of such damage, and Landlord's reasonable determination shall be
binding on Tenant. For purposes hereof, the Building or Premises shall be deemed
"materially restored" if they are in such condition as would not prevent or
materially interfere with Tenant's use of the Premises for the purpose for which
it was then being used. If such repairs cannot, in Landlord's reasonable
estimation, be made within one hundred and eighty (180) days, Landlord and
Tenant shall each have the option of giving the other, within thirty (30) days
after the giving of such notice, notice terminating this Lease as of the date of
such damage. In the event of the giving of such notice, this Lease shall expire
and all interest of the Tenant in the Premises shall terminate as of the date of
such notice as if such date had been originally fixed in this Lease for the
expiration of the Term.

      10.3 RESTORATION. In the event that neither Landlord nor Tenant exercises
the above set forth option to terminate this Lease in the event of damage by
fire or other casualty then Landlord shall repair or restore such damage to the
extent Landlord receives insurance proceeds for such repair or restoration, this
Lease continuing in full force and effect, with the Rent hereunder to be


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equitably abated as herein above provided. In the event that Landlord notifies
Tenant that the Premises can be materially restored within one hundred eighty
days (180) from the date of damage by fire or other casualty pursuant to Section
10.2 and Landlord fails to materially restore the Premises within such one
hundred eighty (180) day period, then Tenant shall be entitled to terminate this
Lease by giving Landlord thirty (30) days prior written notice of such
termination. In the event that Landlord fails to complete such material
restoration of the Premises within thirty (30) days of receipt of Tenant's
notice to terminate as set forth above, then this Lease shall expire at the end
of such thirty (30) days and all interest of the Tenant in the Premises shall
terminate as of such date as if such date had been originally fixed in this
Lease for the expiration of the Term. Landlord shall not be required to repair
any damage by fire or other cause, or to make any repairs or replacements of any
of Tenant's Work, or of any alterations, additions or improvements installed in
the Premises by Tenant. Notwithstanding anything to the contrary contained in
this Article, (a) Landlord shall not have any obligation whatsoever to repair,
reconstruct, or restore the Premises when the damages resulting from any
casualty covered by the provisions of this Article occur during the last twelve
(12) months of the Term unless the Tenant exercises its option to extend the
term within thirty (30) days of the casualty and (b) in the event the holder of
any indebtedness secured by a mortgage or deed of trust covering the Premises or
Building or any Superior Lessor, as defined in Section 12.14 hereof, requires
that any insurance proceeds be applied to such indebtedness or to amounts owing
to such Superior Lessor, then Landlord shall have the right to terminate this
Lease by delivering written notice of termination to Tenant within thirty (30)
days after such requirement is made by any such holder, whereupon this Lease
shall end on the date of such notice as if the date of such notice were the date
originally fixed in this Lease for the expiration of the Term.

      10.4 EMINENT DOMAIN. If possession of all or any substantial part of the
Premises shall be taken by any public or quasi-public authority under the power
of eminent domain, or conveyance in lieu thereof, either party hereto shall have
the right, at its option, of giving the other, at any time within thirty (30)
days after such taking, notice terminating this Lease. If neither party hereto
shall so elect to terminate this Lease, Rent shall be adjusted equitably. Before
Tenant may terminate this Lease by reason of taking or appropriation as above
provided, such taking or appropriation shall be so substantial as to materially
interfere with Tenant's use and occupancy thereof or shall make unusable for
Tenant's purposes more than twenty five percent of the Premises. In addition to
the rights of Landlord above, if any substantial part of the Building shall be
taken or appropriated by any public or quasi-public authority under the power of
eminent domain, or conveyance in lieu thereof, and regardless of whether the
Premises or any part thereof are so taken or appropriated, Landlord shall


                                         -14-                               
<PAGE>

have the right at its sole option, to terminate this Lease.

      10.5 AWARD. Landlord shall have and hereby reserves and expects, and
Tenant hereby grants and assigns to Landlord, all rights to recover for damages
to the Property and the leasehold interest hereby created, and to compensation
accrued or hereafter to accrue by reason of such taking, damage or destruction,
and by way of confirming the foregoing, Tenant hereby grants and assigns, and
covenants with Landlord to grant and assign to Landlord, all rights to such
damages or compensation; provided, however, if any such damages or compensation
award expressly includes an amount for Tenant's Removable Property or Tenant's
moving expenses, Landlord shall pay such amount to Tenant promptly after its
receipt thereof. Nothing contained herein shall be construed to prevent Tenant
from prosecuting in any condemnation proceedings a claim for the value of any of
Tenant's Removable Property installed in the Premises by Tenant at Tenant's
expense and for relocation expenses, provided that such action shall not affect
the amount of compensation otherwise recoverable by Landlord from the taking
authority.

                                   ARTICLE XI

                                     DEFAULT

      11.1 TENANT'S DEFAULT. (a) If at any time subsequent to the date of this
Lease any one or more of the following events (herein referred to as a "Default
of Tenant") shall happen:

            (i) Tenant shall fail to pay the Base Rent when due and such failure
      shall continue for fifteen (15) full Business Days from written notice;

            (ii) Tenant shall fail to pay Tenant's Share of Operating and Tax
      Expenses or other charges hereunder when due and such failure shall
      continue for fifteen (15) full Business Days from written notice; or

            (iii) Tenant shall neglect or fail to perform or observe any other
      covenant herein contained on Tenant's part to be performed or observed and
      Tenant shall fail to remedy the same as soon as practicable and in any
      event within thirty (30) days after written notice to Tenant specifying
      such neglect or failure, or if such failure is of such a nature that
      Tenant cannot reasonably remedy the same within such thirty (30) day
      period, Tenant shall fail to commence promptly (and in any event within
      such thirty (30) day period) to remedy the same and to prosecute such
      remedy to completion with diligence and continuity; or


                                     - 15 -
<PAGE>

            (iv) Tenant's leasehold interest in the Premises shall be taken on
      execution or by other process of law directed against Tenant; or

            (v) Tenant shall make an assignment for the benefit of creditors or
      shall file a voluntary petition in bankruptcy or shall be adjudicated
      bankrupt or insolvent, or shall file any petition or answer seeking any
      reorganization, arrangement, composition, readjustment, liquidation,
      dissolution or similar relief for itself under any present or future
      Federal, State or other statute, law or regulation for the relief of
      debtors, or shall seek or consent to or acquiesce in the appointment of
      any trustee, receiver or liquidator of Tenant or of all or any substantial
      part of its properties, or shall admit in writing its inability to pay its
      debts generally as they become due; or

            (vi) A petition shall be filed against Tenant in bankruptcy or under
      any other law seeking any reorganization, arrangement, composition,
      readjustment, liquidation, dissolution, or similar relief under any
      present or future Federal, State or other statute, law or regulation and
      shall remain undismissed or unstayed for an aggregate of sixty (60) days
      (whether or not consecutive), or if any debtor in possession (whether or
      not Tenant) trustee, receiver or liquidator of Tenant or of all or any
      substantial part of its properties or of the Premises shall be appointed
      without the consent or acquiescence of Tenant and such appointment shall
      remain unvacated or unstayed for an aggregate of ninety (90) days (whether
      or not consecutive); or

            (vii) If Tenant shall vacate or abandon the Premises and permit same
      to remain unoccupied or closed for business for more than twenty (20)
      business days within any ninety (90) consecutive day period;

then, in any such case, Landlord may terminate this Lease by notice to Tenant,
specifying a date not less than fifteen (15) days after the giving of such
notice on which this Lease shall terminate and this Lease shall come to an end
on the date specified therein as fully and completely as if such date were the
date herein originally fixed for the expiration of the Term of this Lease
(Tenant hereby waiving any rights of redemption under Massachusetts General Laws
c. 186 ss.11), and Tenant will then quit and surrender the Premises to Landlord,
but Tenant shall remain liable as hereinafter provided.

            (b) If this Lease shall have been terminated as provided in this
Article, or if any execution or attachment shall be issued against Tenant or any
Tenant's property whereupon the Premises shall be taken or occupied by someone
other than Tenant, then Landlord may, without notice, re-enter the Premises,
either by


                                     - 16 -
<PAGE>

force, summary proceedings, ejectment or otherwise, and remove and dispossess
Tenant and all other persons and any and all property from the same, as if this
Lease had not been made, and Tenant hereby waives the service of notice of
intention to re-enter or to institute legal proceedings to that end.

            (c) In the event of any termination as provided in this Article,
Tenant shall pay the Base Rent, Tenant's Share of Operating and Tax Expenses and
other sums payable hereunder up to the time of such termination, and thereafter
Tenant, until the end of what would have been the Term of this Lease in the
absence of such termination, and whether or not the Premises shall have been
relet, shall be liable to Landlord for, and shall pay to Landlord, as liquidated
current damages, the Base Rent, Tenant's Share of Operating and Tax Expenses and
other sums which would be payable hereunder if such termination had not
occurred, less the net proceeds, if any, of any reletting of the Premises, after
deducting all expenses in connection with such reletting, including, without
limitation, all repossession costs, brokerage commissions, legal expenses,
attorneys' fees, advertising, expenses of employees, alteration costs and
expenses of preparation for such reletting. Tenant shall pay such current
damages to Landlord monthly on the dates which the Base Rent would have been
payable hereunder if this Lease had not been terminated.

            (d) At any time after such termination, whether or not Landlord
shall have collected any current damages as set forth in paragraph (c), as
liquidated final damages and in lieu of all such current damages beyond the date
of such demand, at Landlord's election Tenant shall pay to Landlord an amount
equal to the excess, if any, of the Base Rent, Tenant's Share of Operating and
Tax Expenses and other sums as hereinbefore provided which would be payable
hereunder from the date of such demand (assuming that, for the purposes of this
paragraph, annual payments by Tenant on account of Operating and Tax Expenses
would be the same as the payments required for the Operating Year immediately
preceding such demand) for what would be the then unexpired Term of this Lease
if the same remained in effect, discounted to present value at a rate of 8% per
year, over the then fair net rental value of the premises for the same period,
also discounted to present value at a rate of 8% per year.

            (e) In case of any Default by Tenant, re-entry, expiration and
dispossession by summary proceedings or otherwise, Landlord may (i) re-let the
Premises or any part or parts thereof, either in the name of Landlord or
otherwise, for a term or terms which may at Landlord's option be equal to or
less than or exceed the period which would otherwise have constituted the
balance of the Term of this Lease and may grant concessions or free rent to the
extent that Landlord considers advisable and necessary for the purpose of
reletting the premises; and such actions and the making of any alterations,
repairs and decorations to the Premises in


                                    - 17 -
<PAGE>

connection therewith shall not operate or be construed to release Tenant from
liability hereunder as aforesaid. Landlord shall in no event be liable in any
way whatsoever for failure to re-let the Premises, or, in the event that the
Premises are re-let, for failure to collect the rent under such re-letting.
Tenant hereby expressly waives any and all rights of redemption granted by or
under any present or future laws in the event of Tenant being evicted or
dispossessed, or in the event of Landlord obtaining possession of the Premises,
by reason of the violation by Tenant of any of the covenants and conditions of
this Lease.

            (f) The specified remedies to which Landlord may resort hereunder
are not intended to be exclusive of any remedies or means of redress to which
Landlord may at any time be entitled lawfully, and Landlord may invoke any
remedy (including the remedy of specific performance) allowed at law or in
equity as if specific remedies were not herein provided for.

            (g) All costs and expenses incurred by or on behalf of Landlord
(including, without limitation, reasonable attorneys' fees and expenses at both
the trial and appellate levels) in enforcing its rights hereunder in connection
with any Default of Tenant shall be paid by Tenant.

      11.2 LANDLORD'S DEFAULT. Landlord shall in no event be in default in the
performance of any of Landlord's obligations hereunder unless and until Landlord
shall have failed to perform such obligations within thirty (30) days, or such
additional time as is reasonable required to correct any such default or, in the
event of an emergency as soon as reasonably possible, after notice by Tenant to
Landlord specifying wherein Landlord has failed to perform any such obligations.

                                   ARTICLE XII

                            MISCELLANEOUS PROVISIONS

      12.1 EXTRA HAZARDOUS USE. Tenant covenants and agrees that Tenant will not
do or permit anything to be done in or upon the Premises, or bring in anything
or keep anything therein, which shall increase the rate of property or liability
insurance on the Premises or the Property above the standard rate applicable to
Premises being occupied for Permitted Uses; and Tenant further agrees that, in
the event that Tenant shall do any of the foregoing, Tenant will promptly pay to
Landlord, on demand, any such increase resulting therefrom, which shall be due
and payable as an additional charge hereunder.


                                         -18-
<PAGE>

      12.2 WAIVER. (a) Except as otherwise expressly provided for in this Lease,
failure on the part of Landlord or Tenant to complain of any action or
non-action on the part of Tenant or Landlord, no matter how long the same may
continue, shall never be a waiver by Landlord or by Tenant of any rights
hereunder. Further, no waiver at any time of any of the provisions hereof by
Landlord or by Tenant shall be construed as a waiver of any of the other
provisions hereof, and a waiver at any time of any of the provisions hereof
shall not be construed as a waiver at any subsequent time of the same
provisions. The consent or approval of Landlord or Tenant to or of any action
requiring such consent or approval shall not be construed to waive or render
unnecessary Landlord's or Tenant's consent or approval to or of any subsequent
similar act by the other.

            (b) No payment by Tenant, or acceptance by Landlord, of a lesser
amount than shall be due from Tenant to Landlord shall be treated otherwise than
as a payment on account of the earliest installment of any payment due from
Tenant under the provisions hereof. The acceptance by Landlord of a check for a
lesser amount with an endorsement or statement thereon, or upon any letter
accompanying such check, that such lesser amount is payment in full, shall be
given no effect, and Landlord may accept such check without prejudice to any
other rights or remedies which Landlord may have against Tenant.

      12.3 COVENANT OF QUIET ENJOYMENT. Tenant, subject to the terms and
provisions of this Lease, on payment of the Base Rent and Tenant's Share of
Operating and Tax Expenses and observing, keeping and performing all of the
other terms and provisions of this Lease on Tenant's part to be observed, kept
and performed, all within any applicable grace period allowed in this Lease,
shall lawfully, peaceably and quietly have, hold, occupy and enjoy the Premises
during the term hereof without hindrance or ejection by Landlord or persons
lawfully claiming by, through or under Landlord. The foregoing covenant of quiet
enjoyment is in lieu of any other covenant, express or implied.

      12.4 LANDLORD'S LIABILITY. (a) Tenant specifically agrees to look solely
to Landlord's then equity interest in the Property at the time owned for
recovery of any judgment from Landlord; it being specifically agreed that (i)
Landlord shall have no liability for any claims accruing other than during the
period of Landlord's ownership of the Property and (ii) neither Landlord
(original or successor) nor any partner, trustee, agent, consultant, officer,
stockholder, director, employee, or beneficiary of Landlord, nor any constituent
person or entity of Landlord, shall ever be personally liable for any such
judgment, or for the payment of any monetary obligation to Tenant. The provision
contained in the foregoing sentence is not intended to, and shall not, limit any
right that Tenant might otherwise have to obtain injunctive relief against
Landlord or Landlord's successors in interest, or to take


                                     - 19 -
<PAGE>

any action not  involving  the  personal  liability  of Landlord  (original or
successor).

            (b) With respect to any services or utilities to be furnished by
Landlord to Tenant, Landlord shall in no event be liable for failure to furnish
the same when prevented from doing so by strike, lockout, breakdown, accident,
order or regulation of or by any governmental authority, or failure of supply or
failure whenever and for so long as may be necessary by reason of the making of
necessary or emergency repairs or changes which Landlord is required or is
permitted by this Lease or by law to make or in good faith deems necessary, or
inability by the exercise of reasonable diligence to obtain supplies, parts or
employees necessary to furnish such services, or because of war or other
emergency, or for any other cause beyond Landlord's reasonable control, or for
any cause due to any act or neglect of Tenant or Tenant's servants, agents,
employees, licensees or any person claiming by, through or under Tenant.

            (c) In no event shall Landlord ever be liable to Tenant for any loss
of business or any other indirect or consequential damages suffered by Tenant
from whatever cause.

            (d) With respect to any repairs or restoration which are required or
permitted to be made by Landlord, the same may be made during normal business
hours and Landlord shall not have any liability for damages to Tenant for
inconvenience, annoyance or interruption of business arising therefrom.

      12.5 ASSIGNMENT OF RENTS AND TRANSFER OF TITLE. In the event of a transfer
of Landlord's interest in the Property by Landlord, Landlord shall from the date
of such transfer be entirely freed and relieved from the performance and
observance of all covenants and obligations hereunder accruing thereafter.

      12.6 RULES AND REGULATIONS. Tenant shall abide by reasonable rules and
regulations as hereinafter from time to time established by Landlord (provided
that the same do not materially diminish Tenant's rights under this Lease), and
of which Tenant has been given notice, it being agreed that such rules and
regulations will be applied by Landlord in a non-discriminatory fashion, such
that all rules and regulations shall be generally applicable to other tenants of
the Building. Landlord agrees to use reasonable efforts to insure that any such
rules and regulations are so uniformly enforced, but Landlord shall not be
liable to Tenant for violation of the same by any other tenant or occupant of
the Building, or persons having business with them. In the event that there
shall be a conflict between such rules and regulations and this Lease, the
provisions of this Lease shall prevail.

      12.7 INVALIDITY OF PARTICULAR PROVISIONS. If any term or provision of this
Lease, or the application thereof to any person


                                     - 20 -
<PAGE>

or circumstance shall, to any extent, be invalid or unenforceable, the remainder
of this Lease, or the application of such term or provision to persons or
circumstances other than those as to which it is held invalid or unenforceable,
shall not be affected thereby, and each term and provision of this Lease shall
be valid and be enforced to the fullest extent permitted by law.

      12.8 PROVISIONS BINDING, ETC. Except as herein otherwise provided, the
terms hereof shall be binding upon and shall inure to the benefit of the
successors and assigns, respectively, of Landlord and Tenant and, if Tenant
shall be an individual, upon and to his heirs, executors, administrators,
successors and assigns. Each term and each provision of this Lease to be
performed by Tenant shall be construed to be both a covenant and a condition.

      12.9 RECORDING. Tenant agrees not to record this Lease, but, if the Term
of this Lease (including any extended term) is seven (7) years or longer, each
party hereto agrees, on the request of the other, to execute a so-called notice
of lease in recordable form, complying with applicable law and reasonably
satisfactory to Landlord's attorneys. If this Lease is terminated prior to the
Lease expiration date set forth in such notice of lease, each party hereto
agrees, on the request of the other, to execute and deliver a recordable
certificate documenting such earlier termination date.

      12.10 NOTICES. Whenever, by the terms of this Lease, notices shall or may
be given either to Landlord or to Tenant, such notice shall be in writing. All
such notices shall be delivered in hand, sent by certified mail, postage
prepaid, return receipt requested, or sent by an overnight express courier
service which provides evidence of delivery or attempted delivery.:

            If intended for Landlord, delivered or addressed to Landlord at
Landlord's Original Address (or to such other address or addresses as may from
time to time hereafter be designated by Landlord by like notice); with a copy
to: Curt R. Feuer, P.C., Kassler and Feuer, 101 Arch St., Boston, Massachusetts
02110.

            If intended for Tenant, delivered or addressed to Tenant at Tenant's
Original Address until the Commencement Date and thereafter to the Premises (or
to such other address or addresses as may from time to time hereafter be
designated by Tenant by like notice)

            All notices shall be effective on the day delivered provided the
same is delivered on or before 5:00 p.m. on such day or on the following
Business Day if not delivered on or before 5:00 p.m.

      12.11 WHEN LEASE BECOMES BINDING. The submission of this document for
examination and negotiation does not constitute an -


                                         -21-                                  
<PAGE>

offer to lease, or a reservation of, or option for, the Premises, and this
document shall become effective and binding only upon the execution and delivery
hereof by both Landlord and Tenant. All negotiations, considerations,
representations and understandings between Landlord and Tenant are incorporated
herein and this Lease expressly supersedes any proposals or other written
documents relating hereto. This Lease may be modified or altered only by written
agreement between Landlord and Tenant, and no act or omission of any employee or
agent of Landlord shall alter, change or modify any of the provisions hereof.

      12.12 RIGHTS OF MORTGAGEE OR GROUND LESSOR. Lease Superior or Subordinate
to Mortgages. This Lease is an shall continue to be subject and subordinate to
any presently existing mortgage or mortgages secured by the Premises, and to any
and all advances hereafter made thereunder, and to the interest of the holder or
holders thereof in the Premises. The holder of any such presently existing
mortgage shall have the election to subordinate the same to this Lease,
exercisable by filing with the appropriate recording office a notice of such
election, whereupon this Lease shall have priority over such mortgage. A copy of
such filing shall be given to Tenant. Such election by the holder of any
presently existing mortgage shall not affect priority with respect to this Lease
of any other presently existing mortgage.

            Any mortgage or other voluntary lien or other encumbrance recorded
subsequent to the recording of the notice or short form referred to in Section
12.9 shall be subject and subordinate to this Lease unless Landlord and the
holder of any such subsequent mortgage and the holders of all mortgages prior to
such subsequent mortgage elect to subordinate this Lease to such subsequent
mortgage and to any and all advances thereafter made thereunder and to the
interest of the holder thereof in the Premises, such election to be exercisable
by Landlord and all such holders by filing with the appropriate recording office
(a) a notice of such election and (b) an agreement between the holder of such
subsequent mortgage and Tenant, consented to by holders of all mortgages having
priority over such subsequent mortgage, by the terms of which such holder will
agree to recognize the rights of Tenant under this Lease and to accept Tenant as
tenant of the Premises under the terms and conditions of this Lease in the event
of acquisition of title by such holder through foreclosure proceedings or
otherwise and Tenant will agree to recognize the holder of such subsequent
mortgage as Landlord in such event, which agreement shall be made expressly to
bind and inure to the benefit of the successors and assigns of Tenant and of
such holder and upon anyone purchasing said Premises at any foreclosure sale
brought by such holder. Tenant and Landlord agree to execute and deliver any
appropriate instruments necessary to carry out the agreements contained in this
Section 12.12.

      12.13 ESTOPPEL CERTIFICATES. Within ten (10) days following any written
request which Landlord or Tenant (the "Requesting


                                     - 22 -
<PAGE>

Party") may make from time to time to the other party hereto (the "Responding
Party"), the Responding Party shall execute and deliver to the Requesting Party,
any prospective purchaser, mortgagee or prospective mortgagee, ground lessor or
prospective ground lessor, a sworn statement in form reasonably satisfactory to
Landlord certifying to the matters reasonably requested provided only that they
are matters customarily certified to by landlords and tenants in the Boston
region. Tenant and Landlord acknowledge that any statement delivered pursuant to
this Article may be relied upon by any such party, and the Responding Party
shall be liable for all loss, cost or expense resulting from or caused by any
material misstatement contained in such estoppel certificate, or the failure to
deliver the estoppel certificate.

      12.14 REMEDYING DEFAULTS. Landlord shall have the right, but shall not be
required, to pay such sums or do any act which requires the expenditure of
monies which may be necessary or appropriate by reason of the failure or neglect
of Tenant to perform any of the provisions of this Lease, and in the event of
the exercise of such right by Landlord, Tenant agrees to pay to Landlord
forthwith upon demand all such sums.

      12.15 HOLDING OVER. Any holding over by Tenant after the expiration of the
term of this Lease shall be treated as a daily tenancy at sufferance at a rate
equal to 1 1/2 times the Base Rent then in effect plus Tenant's Share of
Operating and Tax Expenses and other charges herein provided (prorated on a
daily basis) and shall otherwise be on the terms and conditions set forth in
this Lease as far as applicable.

      12.16 SURRENDER OF PREMISES. Upon the expiration or earlier termination of
the Term of this Lease, Tenant shall peaceably quit and surrender to Landlord
the Premises in neat and clean condition and in good order, condition and
repair, together with all alterations, additions and improvements which may have
been made or installed in, on or to the Premises prior to or during the Term of
this Lease, excepting only ordinary wear and use and damage by fire or other
casualty for which, under other provisions of this Lease, Tenant has no
responsibility of repair or restoration. Tenant shall remove all of Tenant's
Removable Property and, to the extent specified by Landlord, all alterations,
additions and improvements made by Tenant; and shall repair any damages to the
Premises or the Building caused by such removal. Any Tenant's Removable Property
which shall remain in the Building or on the Premises after the expiration or
termination of the Term of this Lease shall be deemed conclusively to have been
abandoned, and either may be retained by Landlord as its property or may be
disposed of in such manner as Landlord may see fit, at Tenant's sole cost and
expense.

      12.17 BROKERAGE. Landlord and Tenant each mutually warrants and represents
to the other that they have dealt with no broker in connection with the
consummation of this Lease other than the


                                     - 23 -
<PAGE>

broker herein listed, if any. Landlord and Tenant hereby each agree to
indemnify, defend and hold the other harmless from any claim arising from the
breach of such representation and warranty.

      12.18 GOVERNING LAW. This Lease shall be governed exclusively by the
provisions hereof and by the laws of the Commonwealth of Massachusetts, as the
same may from time to time exist.

                                  ARTICLE XIII

                      OPTION TERMS AND TERMINATION OPTION

      13.1 The Tenant shall have the right to extend this Lease for three
additional five year terms by providing written notice of the desire to exercise
an option to Landlord six months prior to the expiration of the original term
and hence, six months prior to the expiration of the ensuing option terms. The
failure of the Tenant to notify the Landlord of the exercise of an option to
extend shall not constitute a waiver and abandonment of such option unless and
until (a) Landlord notifies Tenant in writing that there has been a failure to
notify the Landlord on time and (b) Tenant, within ten (10) days after receipt
of such notice, still fails to notify the Landlord of its exercise of the
option. Said options may not be exercised by Tenant if Tenant is in default
under this Lease as defined in Article XI.

            All other terms and conditions of the Lease will remain in full
force and effect during an option term.

      13.2 The Tenant shall have the option to terminate the Lease by providing
written notice to Landlord on or before thirty (30) months from the Commencement
Date said termination right to be effective thirty-six (36) months from the
Commencement Date.

                                   ARTICLE XIV

                              CONDITIONS PRECEDENT

      14.1 Tenant proposes to use the premises for the operation of a free
standing retail banking office including a drive-through service window.
Tenant's obligation to lease the Premises is contingent on the satisfaction or
waiver of the following conditions ("Conditions Precedent"), within one hundred,
twenty (120) days after the execution of this Lease:

            (a) Tenant obtaining permission from the Banking Commissioner of the
Commonwealth of Massachusetts and the Federal


                                     - 24 -
<PAGE>

Deposit Insurance Corporation to operate a banking facility at 397 Washington
St., Stoughton, MA.

            (b) Tenant obtaining, at Tenant's sole cost and expense, all
municipal approvals and permits for Tenant's proposed use including interior and
exterior renovations and drive-through service window use. Landlord agrees to
cooperate fully with Tenant (provided the same is at no cost to Landlord) in
securing the municipal approval and permits.

            In the event that the Conditions Precedent are not satisfied,
approved or waived by Tenant, then at any time within one hundred, twenty (120)
days after the execution of this Lease, Tenant may terminate the Lease in which
event the Lease shall be void of no further force and effect.

      IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be duly
executed, under seal, by persons hereunto duly authorized, in multiple copies,
each to be considered an original hereof, as of the date first set forth above.

                                    LANDLORD:

                                    Stoughton Plaza Realty Trust


                                       By: /s/ Curt R. Feuer
                                           --------------------------------
                                           Curt R. Feuer, Trustee


                                    TENANT:

                                    The Hibernia Savings Bank


                                       By: /s/ Mark A. Osborne
                                           --------------------------------
                                           Mark A. Osborne, C.E.O.


                                     - 25 -
<PAGE>

The Hibernia Savings Bank
731 Hancock St.
Quincy, MA  02170
Attn:Mark A. Osborne

                                                                   July 31, 1995

Dear Mr. Osborne:

      In consideration of the execution of a Lease dated as of July 31, 1995 by
and between the Hibernia Savings Bank as Tenant and the undersigned as Landlord,
Stoughton Plaza Realty Trust agrees that, during the term of the Lease, it will
not lease any space in Stoughton Plaza (being the property located at 397-423
Washington Street, Stoughton, Massachusetts) to any entity principally engaged
in any business currently performed by the Bank.


                                       Sincerely,

                                       STOUGHTON PLAZA REALTY TRUST



                                       By: /s/ Curt R. Feuer
                                           --------------------------------
                                           Curt R. Feuer, Trustee