Exhibit 10.21

                      AGREEMENT OF LEASE - OFFICE MAX PLAZA

1.    Basic Provisions and Definitions
      --------------------------------

      This  Paragraph 1 is an  integral  part of this Lease and all of the terms
hereof are  incorporated  into this Lease in all  respects.  In  addition to the
other terms which are defined in this Lease,  the following  capitalized  terms,
whenever  used  in this  Lease,  shall  have  the  meanings  set  forth  in this
Paragraph,   and  only  such  meanings,   unless  such  meanings  are  expressly
contradicted, limited or expanded elsewhere herein:

(a) Date of Lease:                       June 7, 2002

(b) Landlord:                            CIRCLE PLAZA ASSOCIATES

(c) Address of Landlord:                 P.O. Box 428
                                         155 Markham Place
                                         Little Silver, NJ 07739

(d) Tenant:                              TWO RIVER COMMUNITY BANK

(e) Address of Tenant:                   1250 Route 35
                                         Middletown, New Jersey 07748

(f) Permitted Use:                       Bank offices ("back office operation")

(g) Lease Term:                          Five (5) years

(h) Possession and Lease
    Commencement Date:                   The date  Landlord  and Tenant  execute
                                         the  Lease and  Landlord  substantially
                                         completes  Landlord's Work and delivers
                                         possession of the Premises to Tenant

    Rent Commencement Date:              July 1, 2002

(i) Expiration Date:                     June 30, 2007

(j) Initial Annual Basic Rent Rate:      $33,  000.00 per annum  ($2,750.00  per
                                         month)   subject   to   adjustment   as
                                         provided in  paragraph  5(a)(i)  hereof
                                         and Exhibit D hereto

(k) Tenant's Expense Share:              Tenant  pays its  pro-rata  increase in
                                         real estate  share of real estate taxes
                                         and building operating costs multiplied
                                         by  the  Expense  Share  as  set  forth
                                         below.

    Common Area Maintenance Charges:     3.97%.

    Real Estate Tax Charges:             3.97%

(1) Tenant's Initial Estimated
    Tax Payment:                         $493.08 per month.

(m) Tenant's Initial Common Area
    Maintenance Payment:                 $464.50 per month

(n) Intentionally Omitted

(o) Security Deposit:                    $3,000.00

(p) Broker:                              Magee Realty Consultants

(q)  Shopping  Center:  The land and  improvements  located  in the  Borough  of
Eatontown and commonly known as Office Max Plaza, as more particularly  shown on
the plan annexed hereto as Exhibit A and made a part hereof.

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(r) Common Areas: All areas, improvements, space, equipment and special services
in or at the  Shopping  Center  provided by Landlord for the common or joint use
and  benefit of tenants  of the  Shopping  Center,  their  officers,  employees,
agents, servants, customers and other invitees, including without limitation all
parking areas, access roads,  driveways,  entrances and exits,  retaining walls,
landscaped areas, truck serviceways or tunnels, loading docks, pedestrian malls,
courts,  stairs,  ramps and sidewalks,  exterior  stairs,  comfort and first aid
stations,  washrooms  and  parcel  pickup  stations,  onsite and  offsite  signs
identifying or advertising the Shopping Center, and maintenance buildings.

(s) Insurance Requirements: All requirements of any insurance policy covering or
applicable to any part of the Shopping Center or the Premises or the use thereof
all  requirements  of the  issuer of any such  policy,  and all  orders,  rules,
regulations,  recommendations  and other requirements of the Association of Fire
Underwriters,   Factory  Mutual  Insurance  Companies,  the  Insurance  Services
Organization,  and any other body  exercising the same or similar  functions and
having  jurisdiction  or  cognizance  of any part of the Shopping  Center or the
Premises.

(t) Legal Requirements:  All laws,  statutes and ordinances  (including building
codes and zoning regulations and ordinances) and the orders, rules, regulations,
directives and requirements of all Federal,  State, county and city departments,
bureaus, boards, agencies,  offices,  commissions and other subdivisions thereof
or of any official thereof, or of any other governmental, public or quasi-public
authority,  whether now or hereafter in force,  which may be  applicable  to the
Shopping  Center or the  Premises,  or any part  thereof  and all  requirements,
obligations and conditions of all  instruments of record  affecting the Shopping
Center.

2.    Premises
      --------

      (a) Landlord  hereby  demises and leases to Tenant and Tenant hereby rents
and  hires  from  Landlord,  those  certain  premises  known as  Store  #3a (the
"Premises")  consisting of a portion of the Shopping Center,  which Premises are
substantially as shown by  crosshatching  on Exhibit A annexed hereto,  together
with a non-exclusive  right to use, in common with others,  the Common Areas, as
the same may be designated from time to time by Landlord,  subject,  however, to
the terms and conditions of this Lease and to rules and  regulations for the use
thereof as prescribed from time to time by Landlord.

      (b)  Landlord  reserves  the right to change the number  and  location  of
buildings,  building  dimensions,  the number of floors in any of the buildings,
store  dimensions,  Common Areas,  and the identity and type of other stores and
tenancies  comprising  the Shopping  Center,  provided only that the size of the
Premises,  reasonable access to the Premises and the parking facilities as shown
on Exhibit A shall not be materially impaired.

      (c) Landlord  reserves to itself the use of the roof exterior walls (other
than the store front) and the area above and below the Premises  together  with,
upon reasonable  notice to Tenant except in the case of an emergency,  the right
to install, maintain, use, repair, and replace pipes, ducts, conduits, wires and
structural  elements leading through the Premises and which serve other parts of
the Shopping Center.

      (d) By  occupying  the  Premises or any portion  thereof,  Tenant shall be
deemed to have accepted the Premises.

3.    Completion of the Premises
      --------------------------

      (a) Prior to the Lease Commencement Date, Landlord shall complete the work
described  in Exhibit "B" annexed  hereto and made part hereof (the  "Landlord's
Work"),  at its sole cost and expense.  Tenant shall pay to Landlord any expense
incurred by  Landlord as a result of change  requested  by Tenant  which  affect
Landlord's Work.

      (b) Tenant agrees that  subsequent to the  Commencement  Date it shall, at
its sole  cost  and  expense,  provide  all work of  whatsoever  nature  that is
necessary  to complete  the  Premises  and open the Premises for business to the
public  (collectively,  the "Tenant's Work").  The Tenant will be responsible to
obtain all building permits and to build-out the space as per its  requirements.
This Work shall include but not be limited to the distribution of HVAC; erection
of internal partition;  installation of drop ceiling as needed;  installation of
lighting  fixtures  and  other  electrical  needs;   installation  of  flooring;
painting;  reconfiguration  and extension of sprinkler


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<PAGE>

heads as needed. Tenant agrees to furnish Landlord, with a complete and detailed
set of plans and specifications drawn by a registered  architect,  setting forth
and describing  Tenant's Work in such detail as Landlord may reasonably require.
Tenant's architect and any contractor used in performing  Tenant's Work shall be
approved  in writing  by  Landlord,  which  approval  shall not be  unreasonably
withheld or delayed.  Landlord  may require  Tenant,  at Tenant's  sole cost and
expense, to furnish a bond or other security  satisfactory to Landlord to assure
diligent  and  faithful   performance  of  Tenant's  Work,  If  said  plans  and
specifications  are not so furnished by Tenant  within the required time periods
Landlord may, at its option, terminate this Lease and the tenancy hereby created
at any time  thereafter,  while such plans and  specifications  have not been so
furnished,  by notice in writing thereof to Tenant.  No deviation from the final
set of plans and  specifications,  once  submitted  to and approved by Landlord,
shall be made by Tenant without  Landlord's prior written  consent.  Approval of
plans and  specifications by Landlord shall not constitute the assumption of any
responsibility  by Landlord for their accuracy or sufficiency,  and Tenant shall
be solely  responsible  for such plans and  specifications.  If Tenant  fails to
complete Tenant's Work in accordance with such plans and specifications prior to
July 1, 2002,  Landlord may, at Landlord's option,  terminate this Lease and the
tenancy  hereby  created or may, at  Landlord's  option  enter the  Premises and
complete  Tenant's  Work, and Tenant shall pay the cost thereof to Landlord upon
demand.  In the event  Tenant's Work is not completed by July 1, 2002,  Landlord
shall  have the right to  terminate  this  Lease on notice  to  Tenant,  and the
tenancy hereby created.

4.    The Lease Commencement Date
      ---------------------------

      The term of this Lease (the "Term")  shall  commence  July 1, 2002 or such
earlier date that  Landlord  delivers  possession  of the premises to Tenant and
shall expire on the Expiration Date.

5.    Rent
      ----

      (a) Tenant shall pay to Landlord  during the Term,  in lawful money of the
United  States,  without any prior  demand  therefor  and without any offsets or
deductions whatsoever, the following sums (collectively, "Rent"):

            (i) fixed rent ("Basic  Rent") at the Initial Annual Basic Rent Rate
for the portion of the Term commencing on the Rent  Commencement Date and ending
on June 30, 2003, and thereafter at the rate or rates per annum specified in the
Basic Rent Escalation Rider annexed hereto as Exhibit D and made a part hereof;

            (ii) additional  rent  ("Additional  Rent")  consisting of all other
sums of money as shall become due from and be payable by Tenant  hereunder  (for
default in the payment of which  Landlord  shall have the same remedies as for a
default in the payment of Basic Rent).

      (b) Basic Rent shall be payable in advance in equal  monthly  installments
beginning  on the  Commencement  Date and  continuing  on the  first day of each
calendar   month   thereafter   during  the  Term,   except   that  Tenant  has,
simultaneously  with the  execution  of this Lease,  paid to Landlord  the first
month's Basic Rent,  receipt of which (if by check,  subject to  collection)  is
hereby acknowledged.

      (c) In the event that the  Commencement  Date  shall  occur on a day other
than the first day of a calendar  month,  the monthly  installment of Basic Rent
for the  unexpired  portion of the month in which the  Commencement  Date occurs
shall be  prorated on the basis of the actual  number of days in such month.  In
the event the Expiration  Date shall occur on a day other than the last day of a
calendar  month,  then the amount of the monthly  installment of the Basic Rent,
for the last month or portion  thereof in which the Expiration Date occurs shall
be  prorated on the basis of the actual  number of days in such  month,  and any
excess prepaid Basic Rent and  Additional  Rent shall be refunded by Landlord to
Tenant on the Expiration Date.

      (d) If Tenant shall fail to pay any rents,  charges or other sums ten (10)
days after the same  become due and  payable,  such  unpaid  amounts  shall bear
interest  at the per annum rate of two  percent  (2%) in excess of the rate from
time to time announced by Citibank,  N.A. as its "prime rate", calculated on the
basis of actual days elapsed, based on a 360 day year, from the due date of such
rents,  charges or other sums to the date of payment;  provided,  however,  that
such  interest  shall  never  exceed  the  maximum  legal rate from time to time
permitted by applicable law. In addition  thereto and to the extent permitted by
applicable  law, if Tenant  shall


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<PAGE>

fail to pay any  rents,  charges or other  sums,  within ten (10) days after the
same become due and payable,  then Tenant shall also pay to Landlord  Additional
Rent to cover  Landlord's  additional  overhead  and  administrative  costs  and
expenses  arising  out of such  late  payment  in the  amount  of  $200.00.  The
provisions  herein for Additional Rent shall not be construed to extend the date
for payment of any sums  required to be paid by Tenant  hereunder  or to relieve
Tenant  of its  obligation  to pay all such  sums at the  time or  times  herein
stipulated. Notwithstanding the imposition of such Additional Rent, Tenant shall
be in default  under this Lease if any or all  payments  required  to be made by
Tenant are not made at the time herein  stipulated,  and neither the demand for,
nor  collection  by Landlord  of, such  Additional  Rent shall be construed as a
curing of such default on the part of Tenant.

      (e) If any of the Rent  payable  under the terms of this Lease shall be or
become  uncollectible,  reduced  or  required  to be  refunded  because  of  any
applicable law, ordinance, order, rule, requirement or regulation,  Tenant shall
enter into such  agreement(s)  and take such  other  steps  (without  additional
expense to Tenant) as Landlord may request and as may be legally  permissible to
permit  Landlord to collect the maximum rents which from time to time during the
continuance of such legal rent  restriction may be legally  permissible (and not
in  excess  of the  amounts  reserved  therefor  under  this  Lease).  Upon  the
termination  of such  legal  rent  restriction,  (a) the Rent  shall  become and
thereafter be payable in  accordance  with the amounts  reserved  herein for the
periods following such termination and (b) Tenant shall pay to Landlord,  to the
maximum extent legally permissible,  an amount equal to (i) the Rent which would
have been paid pursuant to this Lease but for such legal rent  restriction  less
(ii) the Rent paid by Tenant during the period such legal rent  restriction  was
in effect.

6.    Tax Payments
      ------------

      (a) For  purposes  of this  Lease,  the term  "Taxes"  shall mean all real
estate taxes, assessments (special or otherwise), ad valorem charges, front foot
benefit  charges,  water and sewer rents,  rates and charges (other than charges
which are based on  consumption  and are paid directly by tenants or included in
Operating Costs),  city and county taxes,  minor privilege permits and any other
governmental  liens,  impositions or charges of a similar or dissimilar  nature,
whether general, special, ordinary,  extraordinary,  foreseen or unforeseen, and
any payments in lieu of such charges,  which may be levied,  assessed or imposed
on or with  respect  to all or any part of the  Shopping  Center  by any  taxing
authority,  whether  or not the  same  constitutes  one or more  tax  lots.  If,
however,  by law, any assessment may be divided and paid in installments,  then,
for the purposes of this Paragraph 6(A) such assessment  shall be deemed to have
been so  divided,  (B) such  assessment  shall be deemed  payable in the maximum
number of installments  permitted by law, and (C) there shall be deemed included
in taxes for each calendar year the  installment(s) of such assessment  becoming
payable  during such calendar year,  together with interest  payable during such
calendar  year  on  such  installments(s)  and  on all  installments  thereafter
becoming due as provided by law, all as if such  assessment had been so divided.
If at any time during the Term the methods of  taxation  prevailing  at the date
hereof  shall  be  altered  so  that in  lieu  of or as an  addition  to or as a
substitute  for the  whole or any part of the  Taxes  now  levied,  assessed  or
imposed  on all or any part of the  Shopping  Center,  there  shall  be  levied,
assessed or imposed (1) a tax, assessment,  levy,  imposition or charge based on
the rents  received  therefrom  whether or not wholly or  partially as a capital
levy  or  otherwise,  or (2) a tax,  assessment,  levy,  imposition,  or  charge
measured  by or based in whole or in part  upon all or any part of the  Shopping
Center and  imposed  on  Landlord,  or (3) a license  fee  measured  by the rent
payable by Tenant to Landlord, or (4) any other tax, levy, imposition, charge or
license fee however  described  or  imposed,  then all such taxes,  assessments,
levies, impositions,  charges or license fees or the part thereof so measured or
based,  shall be deemed  to be Taxes.  In no  event,  however,  shall  Tenant be
required to pay Landlord's  income taxes unless such income tax is in lieu of or
partial  substitution  for  Taxes.  The  benefit of any  discount  for any early
payment or  prepayment  of Taxes shall accrue  solely to the benefit of Landlord
and such discount shall be subtracted from Taxes.

      (b) There shall be excluded from Taxes any real estate taxes,  assessments
and other  charges  attributable  to new ground floor  leasable  area  hereafter
constructed as part of the Shopping  Center.  In the event that such new area is
not separately assessed,  the portion of the real estate taxes,  assessments and
other charges attributable to such new area shall be determined by Landlord,  in
its reasonable judgment, and such portion shall be excluded from Taxes.


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<PAGE>

      (c) Tenant shall pay to Landlord,  as  Additional  Rent for each  calendar
year  falling  wholly or partially  within the Term,  an amount  ("Tenant's  Tax
Payment")  equal to the  product of Taxes for such  calendar  year and  Tenant's
Expense Share.

      (d) For the period, if any, between the Commencement Date and the last day
of the calendar year in which the Commencement Date occurs,  Tenant shall pay to
Landlord on account of Tenant's Tax Payment,  a monthly amount equal to Tenant's
Initial  Estimated Tax Payment,  as set forth in Paragraph  1(1) hereof,  on the
first day of each month  (provided that if the  Commencement  Date is other than
the  first  day of a  calendar  month,  the  payment  for the month in which the
Commencement Date occurs shall be appropriately prorated).  With respect to each
calendar year commencing after the calendar year in which the Commencement  Date
occurs,  Landlord  may  furnish to Tenant an  estimate  of amounts  that will be
payable by Tenant  pursuant to  Paragraph  6(c)  hereof for such year,  and upon
receipt of such estimate  Tenant will  thereafter pay to Landlord,  on the first
day of each month  during such year,  on account of  Tenant's  Tax  Payment,  an
amount equal to 1/12 of such  estimate.  Landlord may revise such  estimate from
time to time. Until such estimate has been furnished to Tenant, Tenant shall pay
to Landlord, on the first day of each month during such year, an amount equal to
the  amount  payable  by Tenant  pursuant  to  Paragraph  6(c) for the  previous
calendar year divided by the number of months  contained in the Term during such
previous calendar year. At the end of each calendar year, Landlord shall furnish
Tenant with a  reconciliation  statement  setting  forth the amounts  payable by
Tenant for such year  pursuant to Paragraph  6(c) hereof and the amounts paid by
Tenant on account  thereof  pursuant  to this  Paragraph  6(d).  Any  additional
amounts  payable by Tenant  pursuant to such  statement  shall be payable within
fifteen  (15)  days  after  receipt  of such  statement,  and the  amount of any
overpayment by Tenant shall be promptly refunded by Landlord.

      (e) Any  Additional  Rent payable by Tenant  pursuant to this  Paragraph 6
shall be collectible by Landlord in the same manner as Basic Rent.

      (f) if the  Commencement  Date or  Expiration  Date shall  occur on a date
other than January 1 or December 31,  respectively,  any  Additional  Rent under
this  Paragraph  6 for the  calendar  year in  which  the  Commencement  Date or
Expiration  Date  shall  occur,  as the  case  may be,  shall  be  appropriately
prorated.  In no event  shall  Basic Rent ever be reduced by  operation  of this
Paragraph  6. The rights  and  obligations  of  Landlord  and  Tenant  under the
provisions of this Paragraph 6 with respect to any Additional Rent shall survive
the Expiration Date or any sooner termination of the Term.

      (g) if the lessor under any ground or underlying lease of or the holder of
any mortgage of the Shopping  Center,  or portion  thereof shall require any tax
escrow  deposits,  in advance of the due date,  then Tenant  shall  deposit with
Landlord,  in  advance,  an  amount  equal  to  Tenant's  Expense  Share of such
deposits.

      (h)  Tenant  agrees  to pay  prior to  delinquency  any and all  taxes and
assessments levied,  assessed or imposed during the Term upon or against (i) all
furniture,  fixtures,  signs  and  equipment  and any  other  personal  property
installed  or located  within the  Premises,  (ii) all  alterations,  additions,
betterments or improvements of whatsoever kind or nature made by or on behalf of
Tenant to the  Premises,  including any Tenant's Work or work to be performed by
Tenant,  as the same may be  separately  levied,  taxed and assessed  against or
imposed  directly  upon  Tenant by the tax  authorities  and  (iii) the  rentals
payable  hereunder by Tenant to Landlord (other than Landlord's  Federal,  State
and local income taxes thereon).

      (i) Should any governmental  authority  require that a tax, other than the
Taxes above mentioned,  be paid by Tenant, but collected by Landlord, for and on
behalf  of said  governmental  authority,  and from  time to time  forwarded  by
Landlord  to said  governmental  authority,  the same shall be paid by Tenant to
Landlord payable in advance.

      (j) Only  Landlord  shall have the right to contest the validity or amount
of any Taxes by appropriate  proceedings.  Landlord,  in its sole judgment,  may
settle any such  proceedings.  In the event Landlord receives any refund of such
Taxes,  Landlord  shall  credit  such  proportion  of such  refund  as  shall be
allocable  to payments of Tenant's  Tax Payment  actually  made by Tenant  (less
costs, expenses and reasonable attorneys' and appraisers' fees) against the next
succeeding  payments of Tenant's Tax Payment due from Tenant, or during the last
year of the term,  Landlord  will refund such net refund to Tenant within thirty
(30) days following the Expiration


                                       5
<PAGE>

Date provided Tenant is not then in default of any of its obligations under this
Lease. Tenant agrees that it shall be bound by Landlord's judgment as to whether
or not to contest the validity or amount of any Taxes, and Tenant agrees that it
shall not at any time contest the validity or amount of any Taxes.

      (k) With respect to any Taxes for which Tenant is  responsible  hereunder,
the  official  tax bill  shall be  conclusive  evidence  of the  amount of Taxes
levied,  assessed, or imposed, as well as of the items taxed. A copy of such tax
bill shall, upon request of Tenant, be submitted by Landlord to Tenant.

7.    Common Area Maintenance Payments
      --------------------------------

      (a) For purposes of this Lease, the term "Operating  Costs" shall mean the
total cost and expense  incurred in operating,  managing,  equipping,  lighting,
repairing,  replacing,  insuring and maintaining the Shopping Center,  including
without limitation, gardening and landscaping,  sidewalks, curbs, storm drainage
systems and other  utility  systems,  sprinkler  systems,  fire  protection  and
security alarm systems and equipment,  traffic  control  equipment,  the cost of
public  liability  and  property  damage  insurance,   repairs,  line  painting,
lighting, sanitary control, including the septic system, removal of snow, trash,
rubbish,  garbage and other refuse,  depreciation on or rentals of machinery and
equipment  used in such  maintenance,  the cost of personnel  to implement  such
services,  to direct  parking and to police the Common  Areas,  and twenty (20%)
percent of all of the foregoing  costs to cover  Landlord's  administrative  and
overhead costs.

      (b) There shall be excluded  from  Operating  Costs (1) debt service under
any mortgage of the Shopping  Center;  (2) rental  payments  under any ground or
underlying lease of the Shopping Center and (3) Taxes.

      (c) All costs of  operating,  managing,  equipping,  lighting,  repairing,
replacing,  insuring and  maintaining  the Shopping  Center shall be included in
Operating  Costs  for the  calendar  year in  which  such  cost is  incurred  by
Landlord, except that:

            (1) the cost of  replacing  (but not  repairing)  any roof  shall be
amortized  over a seven year  period,  and 1/7 of said cost shall be included in
Operating Costs for each of seven  consecutive  calendar years,  commencing with
the calendar year in which such cost is incurred by Landlord;

            (2) the cost of replacing (but not repairing) the asphalt surface of
the common parking area shall be amortized over a seven year period,  and 1/7 of
said cost shall be included  in  Operating  Costs for each of seven  consecutive
calendar years, commencing with the calendar year in which such cost is incurred
by Landlord; and

            (3) the cost of reconstruction  and replacement of the facade of the
Shopping Center shall be amortized over a fifteen year period,  and 1/15 of said
cost  shall be  included  in  Operating  Costs for each of  fifteen  consecutive
calendar years, commencing with the calendar year in which such cost is incurred
by Landlord.

            (4) the cost of replacing the septic system or part thereof shall be
amortized  over a seven (7) year period,  and 1/7 of said cost shall be included
in Operating Costs for each of seven (7) consecutive calendar years,  commencing
with the calendar year in which such cost is incurred by Landlord.

      (d) Tenant shall pay to Landlord,  as Additional  Rent for the period,  if
any, between the Commencement Date and December 31 of the calendar year in which
the Commencement  Date occurs, a monthly amount equal to Tenant's Initial Common
Area  Maintenance  Payment,  as set  forth in  Paragraph  1(m)  hereof  for each
calendar month (provided that if the  Commencement  Date is other than the first
day of a calendar  month,  the payment  for the month in which the  Commencement
Date  occurs  shall be  appropriately  prorated)  Tenant's  Initial  Common Area
Maintenance  Payment  shall  be  payable  in  advance  in  monthly  installments
beginning  on the  Commencement  Date and  continuing  on the  first day of each
calendar month thereafter.

      (e) Tenant shall pay to Landlord,  as  Additional  Rent for each  calendar
year falling wholly or partially  within the Term  (commencing with the calendar
year next following the calendar year in which the Commencement  Date occurs) an
amount ("Tenant's Common Area


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<PAGE>

Maintenance Payment") equal to the greater of (i) an amount equal to twelve (12)
times Tenant's  Initial Common Area  Maintenance  Payment or (ii) the product of
Operating Costs for such calendar year and Tenant's Expense Share.

      (f) With respect to each calendar year  commencing  with the calendar year
next following the calendar year in which the Commencement Date occurs, Landlord
may  furnish to Tenant an  estimate  of  amounts  that will be payable by Tenant
pursuant  to  Paragraph  7(e)  hereof  for such year,  and upon  receipt of such
estimate Tenant will thereafter pay to Landlord,  on the first day of each month
during such year on account of  Tenant's  Common Area  Maintenance  Payment,  an
amount equal to 1/12 of such  estimate.  Landlord may revise such  estimate from
time to time. Until such estimate has been furnished to Tenant, Tenant shall pay
to Landlord, on the first day of each month during such year, an amount equal to
the monthly amount  payable by Tenant  pursuant to Paragraph 7(d) hereof for the
previous  calendar  year,  or an amount  equal to 1/12 of the amount  payable by
Tenant  pursuant  to  Paragraph  7(e)  hereof for the  previous  calendar  year,
whichever  is  applicable.  At the end of each  calendar  year,  Landlord  shall
furnish Tenant with a reconciliation statement setting forth the amounts payable
by Tenant for such year  pursuant to Paragraph  7(e) hereof and the amounts paid
by Tenant on account  thereof  pursuant to this  Paragraph  7(f). Any additional
amounts  payable by Tenant  pursuant to such  statement  shall be payable within
fifteen  (15)  days  after  receipt  of such  statement,  and the  amount of any
overpayment by Tenant shall be promptly refunded by Landlord.

      (g) Any  Additional  Rent payable by Tenant  pursuant to this  Paragraph 7
shall be collectible by Landlord in the same manner as Basic Rent.

      (h) If the  Expiration  Date shall occur on a date other  December 31, any
Additional  Rent  under  this  Paragraph  7 for the  calendar  year in which the
Expiration Date shall occur shall be appropriately  prorated.  In no event shall
Basic Rent ever be  reduced by  operation  of this  Paragraph  7. The rights and
obligations of Landlord and Tenant under the provisions of this Paragraph 7 with
respect to any Additional  Rent shall survive the Expiration  Date or any sooner
termination of the Term.

      (i) If at any time during the Term,  Landlord  constructs new improvements
as part of the Shopping Center resulting in an increase in ground floor leasable
area of more than 10% over the ground floor leasable area of the Shopping Center
as of the date of this  Lease,  then,  from and after the date of  issuance of a
certificate of occupancy covering such new improvements, Tenant's Expense Share,
for purposes of this Paragraph 7 only,  shall be adjusted to a percentage  equal
to the product of Tenant's Expense Share (as set forth in Paragraph 1(k) hereof)
and a fraction,  the  numerator of which is the net rentable  area of all ground
floor  space  in the  Shopping  Center  as of the  date  of this  Lease  and the
denominator  of which is the net rentable  area of all ground floor space in the
Shopping Center including such new improvements.  Any Additional Rent under this
Paragraph 7 for the calendar year in which the certificate of occupancy for such
new improvements  has been obtained shall, if such new  improvements  require an
adjustment  to Tenant's  Expense  Share  pursuant  to this  Paragraph  7(i),  be
appropriately prorated.

8.    Use.
      ---

      (a) Tenant shall use the Premises for the  Permitted  Use, as set forth in
Paragraph 1(g) hereof and shall at all times during the Term shall  continuously
conduct and operate Tenant's business at the Premises under Tenant's Trade Name,
as defined in Paragraph  1(f) hereof.  Tenant will not use or permit,  or suffer
the use of the  Premises  for any other  business or purpose.  Tenant  shall not
sell,  display or solicit  sales in the Common  Areas.  Tenant  shall not use or
permit the use of any vending machines or public  telephones on, at or about the
Premises without the prior written consent of Landlord.  Tenant shall not commit
waste,  perform any acts or carry on any practice  which may injure the Shopping
Center or be a nuisance or menace to other tenants in the Shopping Center.

      (b)  Tenant  shall  provide,  install  and at all  times  maintain  in the
Premises all suitable furniture, fixtures, equipment and other personal property
necessary for the conduct of Tenant's business therein in a businesslike manner.
Tenant shall conduct its business in the Premises  during the regular  customary
days and hours for such type of  business in the city or trade area in which the
Shopping  Center is located,  and will keep the Premises  open for business from
10:00 AM until at least 6:00 PM each day of the week,  provided,  however,  that
Tenant shall not be required to be open for business on Sunday.


                                       7
<PAGE>

      (c) Intentionally omitted.

      (d) Tenant  shall not permit any  business  to be  operated in or from the
Premises by any  concessionaire or licensee without the prior written consent of
Landlord.

      (e)  Tenant  shall  cause  all  deliveries  to be made to the  rear of the
Premises.

      (f) Tenant will not, without the Landlord's prior written consent,  store,
place or maintain any merchandise or rubbish containers or other articles in any
vestibule  or entry of the  Premises  or on the  sidewalks  adjacent  thereto or
elsewhere outside the Premises.

      (g)  Tenant  will not use or  permit  the use of any  apparatus,  or sound
reproduction or transmission, or any musical instrument, in such manner that the
sound so reproduced  shall be audible  beyond the confines of the Premises,  and
will not use any other advertising medium, including without limitation flashing
lights  or  search  lights,  which may be heard or  experienced  outside  of the
Premises.

      (h) Tenant will not cause or permit  objectionable  odors to emanate or be
dispelled from the Premises.

      (i)  Tenant  will not  solicit  business,  distribute  handbills  or other
advertising  matter or hold  demonstrations in the parking areas or other Common
Areas.

      (j) Tenant  will not permit the  parking  of  delivery  vehicles  so as to
interfere  with the use of any  driveway,  walk,  parking  area, or other Common
Areas.

      (k) Tenant will not use the plumbing facilities for any other purpose than
that for which they are constructed and will not permit any foreign substance of
any kind to be  thrown  therein  and the  expense  of  repairing  any  breakage,
stoppage, seepage or damage, whether occurring on or off the Premises, resulting
from a violation of this  provision by Tenant or Tenant's  employees,  agents or
invitees  shall be borne by Tenant.  All grease traps and other  plumbing  traps
shall be kept clean and operable by Tenant at Tenant's own cost and expense.

      (1) Intentionally deleted.

      (m)  Tenant  will not place or cause or permit  to be  placed  within  the
Premises pay telephones,  vending  machines  (except those solely for the use of
Tenant's  employees) or amusement  devices of any kind without the prior written
consent of Landlord.

      (n)  Tenant,  at its sole cost and  expense,  shall  comply with all Legal
Requirements  and  all  Insurance  Requirements  relating  to or  affecting  the
Premises, and shall procure all permits necessary for the Permitted Use.

      (o) Tenant shall not place a load upon any floor that  exceeds  either the
floor load per square foot that such floor was designed to carry or exceeds that
which is allowed by any Legal Requirement.

      (p)  Tenant and its  employees,  agents,  invitees,  and  licensees  shall
faithfully  observe and strictly comply with, and shall not permit violation of,
any rules and  regulations  concerning the Shopping  Center as Landlord may from
time to time make and  communicate to Tenant ("Rules and  Regulations").  In the
case of any conflict or  inconsistency  between the provisions of this Lease and
any Rules and Regulations,  the provisions of this Lease shall control. Landlord
shall have no duty or obligation to enforce any Rule or Regulation, or any term,
covenant  or  condition  of any  other  lease,  against  any other  tenant,  and
Landlord's  failure or refusal to enforce  any Rule or  Regulation  or any term,
covenant or  condition  of any other lease  against  and other  tenant  shall be
without liability of Landlord to Tenant.

9.    Control of Common Areas
      -----------------------

      (a) All  Common  Areas  shall at all  times be  subject  to the  exclusive
control and management of Landlord,  and Landlord shall have the right from time
to time to establish,  modify and enforce rules and regulations  with respect to
all Common  Areas.  Tenant  agrees to abide by and  conform  with such rules and
regulations;  to cause its  concessionaires  and  suppliers,  officers,  agents,
employees and  independent  contractors so to abide and conform.  Landlord shall


                                       8
<PAGE>

have the right to construct,  maintain and operate lighting facilities in and on
all  Common  Areas;  to police  the same;  from time to time to change the area,
level, location and arrangement of parking areas and other facilities located in
the Common Areas; to restrict  parking by tenants,  their  officers,  agents and
employees to employee parking areas; to enforce parking charges (by operation of
meters or  otherwise),  with  appropriate  provisions  for free  parking  ticket
validating  by Tenants;  to close all or any portion of the Common Areas to such
extent as may, in the opinion of Landlord's  counsel,  be legally  sufficient to
prevent a  dedication  thereof or the accrual of any rights to any person or the
public therein;  to close temporarily all or any portion of the parking areas or
parking facilities;  to discourage  noncustomer  parking;  and to do and perform
such  other  acts in and to the  Common  Areas as,  in the use of good  business
judgment,  Landlord  shall  determine  to  be  advisable  with  a  view  to  the
improvement  of the  convenience  and use  thereof by tenants,  their  officers,
agents,  employees and customers.  Landlord will operate and maintain the Common
Areas in such manner as Landlord,  in its sole discretion,  shall determine from
time to time. Without limiting the scope of such discretion, Landlord shall have
the full right and  authority to employ all  personnel and to make all rules and
regulations pertaining to and necessary for the proper operation and maintenance
of the Common Areas.

      (b) All  Common  Areas  not  within  the  Premises,  which  Tenant  may be
permitted to use and occupy,  are to be used and occupied under a  non-exclusive
right,  and if the amount of the Common Areas be diminished,  Landlord shall not
be subject to any liability nor shall Tenant be entitled to any  compensation or
diminution or abatement of Rent,  nor shall such  diminution of the Common Areas
be deemed a constructive or actual eviction.

10.   Alterations
      -----------

      (a) Tenant shall make no improvements,  alterations,  changes or additions
to the Premises which involve structural changes to the Premises or the Shopping
Center or which affect the  mechanical,  plumbing,  electrical  or other utility
systems of the Shopping  Center without the Landlord's  prior written  approval.
Before proceeding with any such improvement,  alterations, changes or additions,
Tenant shall submit to Landlord detailed plans and specifications  therefor, for
Landlord's consent.  Tenant shall reimburse Landlord for all reasonable expenses
incurred  by  Landlord  in  connection  with (i) its  decision  as to whether to
approve the proposed improvements,  alterations,  changes or additions, and (ii)
inspecting  the  same to  determine  whether  the same  are  being or have  been
performed in accordance with the approved plans and specifications  therefor and
with all Legal  Requirements  and  Insurance  Requirements,  including,  without
limitation, the fees and expenses of any architect or engineer employed for such
purpose.

      (b) On the  Expiration  Date or date of earlier  termination of this Lease
all improvements,  alterations,  changes and additions shall become the property
of Landlord and shall be surrendered with the Premises.  All fixtures  installed
in Premises during the Term shall be and remain a part of the Premises and shall
be deemed the property of Landlord as of the date such  fixtures are  completed,
or as of the date such fixtures are attached to or built into the Premises,  and
shall  not  be  removed  by  Tenant.  At  Landlord's  option,  any or all of the
foregoing which may be designated by Landlord shall be removed by Tenant, at its
sole cost and  expense,  on or before  the  Expiration  Date or date of  earlier
termination  of this Lease,  in which event Tenant shall restore the Premises to
their condition prior to the making of such improvements,  alterations,  changes
or  additions,  repair any damage or injury to the  Shopping  Center at its sole
cost and expense.  Notwithstanding the foregoing, Tenant shall have the right to
remove its furniture and bank  equipment from the Premises so long as it repairs
any damage or injury to the Premises caused by such removal.

      (c) Any removal of Tenant's  personal  property  from the Shopping  Center
shall be  accomplished  in a manner which will  minimize any damage or injury to
the  Premises  and the  Shopping  Center and any such damage or injury  shall be
promptly repaired by Tenant at its sole cost and expense.  Any personal property
of Tenant not removed by Tenant prior to the  Expiration  Date or date of sooner
termination  of this  Lease  shall,  at  Landlord's  option,  either  become the
property  of  Landlord or shall be disposed of or stored by Landlord at Tenant's
risk and expense.

      (d) No  approval  of plans or  specifications  by  Landlord  or consent by
Landlord allowing Tenant to make improvements, alterations, changes or additions
to the Premises  shall in any way be deemed to be an agreement by Landlord  that
the  contemplated  work  complies  with  any  Legal  Requirements  or  Insurance
Requirements  or the  certificate  of occupancy for the Premises or the


                                       9
<PAGE>

Shopping  Center,  or deemed to be a waiver by Landlord of any of the provisions
of this Lease. Notice is hereby given that neither Landlord,  Landlord's agents,
the lessor under any underlying lease of the Shopping Center, or portion thereof
or the holder of any mortgage on the Shopping  Center,  or portion thereof shall
be liable for any labor or materials furnished or to be furnished to Tenant upon
credit,  and that no mechanic's or other liens for such labor or materials shall
attach to or affect any estate or  interest  of Landlord or any other such party
in and to the Premises or the Shopping Center.

11.   Signs, Awnings and Canopies
      ---------------------------

      (a) Tenant  shall  provide and install and  maintain  signs on the outside
facade above the show windows, which signs shall not project but shall be placed
flat against said facade,  and shall  maintain such signs in good  condition and
repair at all times.  Landlord  reserves the right to approve and to specify the
design,  type and  construction  of any such signs,  which approval shall not be
unreasonably withheld or delayed.

      (b) Except as provided in Paragraph 11(a) hereof, Tenant will not place or
suffer to be placed or  maintained on any exterior  door,  wall or window of the
Premises any sign, awning or canopy, or advertising matter or other thing of any
kind, and will not place or maintain any exterior lighting,  plumbing fixture or
protruding  object or any  decoration,  lettering or  advertising  matter on the
glass of any window or door of the Premises.

12.   Repairs and Maintenance
      -----------------------

      (a) Landlord  shall keep and maintain the  foundation,  exterior walls and
roof of the  building in which the  Premises are located and the Common Areas in
good  repair,  except  that  Landlord  shall not be called upon to make any such
repairs  occasioned  by the act or  neglect of Tenant,  its  agents,  employees,
invitees,  licensees or  contractors.  Landlord shall not be called upon to make
any other improvements or repairs of any kind upon the Premises.

      (b) Except as provided in Paragraph  12(a)  hereof,  Tenant shall keep and
maintain in good order, condition and repair (including any such replacement and
restoration as is required for that purpose) the Premises and every part thereof
and any and all  appurtenances  thereto  wherever  located,  including,  without
limitation,  the  exterior  and  interior  portion  of all doors,  door  checks,
windows, plate glass, storefront,  all plumbing and sewage facilities within the
Premises,  including free flow up to the main sewer line, fixtures,  heating and
air  conditioning  and  electrical  systems  (whether  or  not  located  in  the
Premises),  sprinkler system, walls, floors and ceilings,  and any Tenant's Work
and other work performed by Tenant pursuant to Paragraph 10 hereof.

      (c)  Tenant  shall be  responsible,  at its sole  cost  and  expenses  for
providing  its own heat,  air  conditioning  and  ventilation  with the unit now
servicing the Premises, for keeping same in good order and repair, and replacing
the same as and when necessary.  Any replacement shall, upon installation become
the property of Landlord,  if said unit has a boiler  attached  thereto,  Tenant
agrees to carry boiler insurance and provide a certificate thereof to Landlord.

      (d) Tenant will keep all exterior and interior  store front surfaces clean
and will maintain the rest of the Premises and all areas  immediately  adjoining
the  Premises in a clean,  orderly and sanitary  condition  and free of insects,
rodents, vermin and other pests.

      (e) Tenant  shall,  at its sole cost and expense,  keep all outside  areas
immediately adjoining the Premises, including, without limitation, sidewalks and
loading docks, free from ice and snow.

      (f)  Tenant  will not  permit  accumulations  of any  debris,  refuse  and
garbage,  but will  remove the same and keep the same in  odor-proof,  rat-proof
containers  within the interior of the  Premises,  shielded from the view of the
general public,  until removed,  and will not burn any refuse but will cause all
such refuse to be removed by such person or companies,  including  Landlord,  as
may be  designated  in writing by Landlord,  and will pay all charges  therefor,
which shall in all events be reasonable;  provided,  however,  that Landlord may
decline to  designate  any such person or company in which event all such refuse
shall be  removed  at  Tenant's  expense  by such  person or  company as Tenant,
subject to Landlord's prior written approval, shall select.

      (g) Tenant will, at its sole cost and expense,  supply,  maintain,  repair
and replace any fire extinguishers or other fire prevention equipment and safely
equipment  (including  installation  of  approved  hoods  and  ducts if  cooking
activity  is  conducted  on the  Premises)  required  by any


                                       10
<PAGE>

Legal or Insurance  Requirements,  or otherwise  recommended  or required by any
insurance carrier insuring the Shopping Center or any portion thereof.

13.   Insurance and Indemnity
      -----------------------

      (a)  Tenant  shall at all times  during  the Term,  keep in full force and
effect a policy of public  liability and properly damage  insurance with respect
to the  Premises,  and the business  conducted by Tenant and any  subtenants  of
Tenant  in the  Premises,  in limits of not less  than  $1,000,000  per  person,
$3,000,000 per accident and $500,000 for property damage.  The policy shall name
Landlord,  any person, firms or corporations  designated by Landlord, and Tenant
as  insured,  and shall  contain a clause  that the  insurer  will not cancel or
change the insurance  without first giving the Landlord  twenty (20) days' prior
written notice.  Said insurance shall be with an insurance  company  approved by
Landlord,  and a copy of the policy shall be  delivered  to Landlord,  if Tenant
fails to secure and maintain insurance policies complying with the provisions of
this  Paragraph  13(a),  Landlord  may, but shall not be required to, secure and
maintain  such  insurance  policies  and  Tenant  shall pay the cost  thereof to
Landlord, as Additional Rent, upon demand.

      (b) Tenant agrees that it will not keep, use, sell or offer for sale in or
upon the Premises any article  which may be  prohibited  by the standard form of
fire  insurance  policy.  Tenant agrees to pay any increase in premiums for fire
and  extended  coverage  insurance  that may be  charged  daring the Term on the
amount of such insurance  which may be carried by Landlord on he Premises or the
Shopping Center, resulting from Tenant's use or manner of use of the Premises or
from the type of  merchandise  sold by Tenant in the  Premises,  whether  or not
Landlord has consented to the same. In determining  whether  increased  premiums
are the  result of  Tenant's  use of the  Premises,  a  schedule,  issued by the
organization  establishing  the  insurance  rate for the  Premises,  showing the
various  components of such rate,  shall be  conclusive  evidence of the several
items and charges which make up the fire insurance rate on the Premises.

      (c) In the event Tenant's occupancy causes any increase of premium for the
fire,  boiler and/or  casually  rates on the Premises or Shopping  Center or any
part thereof  above the rate of the least  hazardous  type of occupancy  legally
permitted in the Premises,  Tenant shall pay the additional premium on the fire,
boiler and/or casualty insurance  policies by reason thereof.  Tenant also shall
pay, in such event, any additional premium on the rent insurance policy that may
be carried by the Landlord for its  protection  against rent loss through  fire.
Bills for such  additional  premiums  shall be rendered by Landlord to Tenant at
such times as Landlord may elect,  and shall be due from, and payable by, Tenant
when  rendered,  and the  amount  thereof  shall be deemed to be, and be paid as
Additional Rent.

      (d) Tenant will  indemnify  Landlord and save it harmless from and against
any and all claims, actions,  damages,  liability and expense in connection with
loss of life,  personal injury and/or damage to property  arising from or out of
any occurrence in, upon or at the Premises, or the occupancy or use by Tenant of
the Premises and Common  Areas or any part  thereof or  occasioned  wholly or in
part by any act or  omission  of Tenant,  its  agents,  contractors,  employees,
servants,  lessees or concessionaires.  If Landlord shall be made a party to any
litigation  commenced by or against  Tenant,  then Tenant shall protect and hold
Landlord  harmless and shall pay all costs,  expenses and reasonable  attorney's
fees incurred or paid by Landlord in  connection  with such  litigation.  Tenant
shall also pay all costs,  expenses and reasonable  attorney's  fees that may be
incurred or paid by Landlord in enforcing the  covenants and  agreements in this
Lease.

      (e) Landlord  shall,  at Tenant's  expense,  replace any and all plate and
other  glass in the  Premises  damaged or broken  from any  cause,  and the cost
thereof  shall be paid by Tenant to  Landlord  on demand,  as  Additional  Rent.
Landlord may insure, and keep insured, at Tenant's expense,  all plate and other
glass in the Premises  for and in the name of  Landlord.  Bills for the premiums
there for shall be rendered by Landlord to Tenant at such times as Landlord  may
elect, and shall be payable by Tenant on demand, as Additional Rent.

14.   Utilities
      ---------

      (a) Tenant  shall be solely  responsible  for and promptly pay all charges
for heat, water,  gas,  electricity or any other utility used or consumed in the
Premises.  Should Landlord elect to supply the water, gas, heat,  electricity or
any other  utility used or consumed in the  Premises,


                                       11
<PAGE>

Tenant  agrees  to  purchase  and  pay for the  same as  Additional  Rent at the
applicable rates filed by the Landlord with the proper regulatory authority, or,
in the alternative, if Landlord so elects, Landlord and Tenant from time to time
shall enter into a supplementary  agreement in writing by which Tenant agrees to
pay as Additional  Rent the increase in the fair and reasonable  rental value of
the  Premises  due to the  supplying  of any such  utilities.  In no event shall
Landlord  be liable  for an  interruption  or  failure in the supply of any such
utilities to the Premises.

      (b) if any utility is metered,  and the meter covers both the Premises and
other occupied  premises,  Tenant's  obligation  with respect to utility charges
arising  from such meter  shall bear the same ratio to the total  amount of such
charges as the leasable  area of the Premises  bears to the  aggregate  leasable
area of the Premises and such other premises.

15.   Intentionally omitted.

16.   Assignment, Mortgage and Subletting
      -----------------------------------

      (a) Tenant  shall not (i) assign or otherwise  transfer  this Lease or the
term and estate hereby granted, (ii) sublet all or part of the Premises or allow
the same to be used or occupied by others or in violation of Paragraph 8 hereof,
or (iii)  mortgage,  pledge  or  encumber  this  Lease or all or any part of the
Premises  in any manner by reason of any act or  omission on the part of Tenant,
without the prior written  consent of Landlord in each  instance,  which consent
Landlord shall be entitled to withhold in its sole discretion.

      (b) If this Lease be assigned, whether or not in violation of the terms of
this Lease,  Landlord may collect rent from the assignee. If the Premises or any
part  thereof be sublet or be used or  occupied  by anybody  other than  Tenant,
whether or not in violation of this Lease, Landlord may, after default by Tenant
and expiration of Tenant's time to cure such default,  if any, collect rent from
the subtenant or occupant.  In either  event,  Landlord may apply the net amount
collected to the rent herein reserved. The consent by Landlord to an assignment,
transfer,  encumbering  or  subletting  pursuant to any  provision of this Lease
shall not in any way be considered to relieve  Tenant from obtaining the express
prior  consent  of  Landlord  to any  other  or  further  assignment,  transfer,
encumbering  or  subletting.  Neither  any  assignment  of  this  Lease  nor any
subletting,  occupancy  or use of the Premises or any part thereof by any person
other than Tenant nor any  collection  of rent by Landlord from any person other
than Tenant,  nor any application of any such rent as provided in this Paragraph
16 shall, under any circumstances be deemed a waiver of any of the provisions of
Paragraph 16(a) hereof or relieve,  impair,  release or discharge  Tenant of its
obligations  fully to  perform  the terms of this Lease on  Tenant's  part to be
performed and Tenant shall remain fully and primarily liable there for.

      (c) Any  assignment  or  subletting,  if  consented  to,  shall be further
subject to and conditioned  upon the following:  (1) at the time of any proposed
subletting or assignment, Tenant shall not be in default under any of the terms,
provisions or conditions of this Lease; and (ii) the sublessee or assignee shall
occupy  only the  Premises  and  conduct its  business  in  accordance  with the
Permitted  Use; and (iii) that if the rents charges or other sums required to be
paid by such  sublessee  or  assignee  exceed the  rents,  charges or other sums
reserved hereunder,  then Tenant shall pay to Landlord monthly the entire amount
of such  excess,  which  shall be  deemed  Additional  Rent,  and (iv)  prior to
occupancy,  Tenant and its assignee or sublessee shall execute,  acknowledge and
deliver to Landlord a fully  executed  counterpart  of a written  assignment  of
lease or sublease,  as the case may be  (consented  to by any  guarantor of this
Lease), by the terms of which: (x) in case of an assignment,  Tenant will assign
to such  assignee  Tenant's  entire  interest in this Lease,  together  with any
Security Deposit, and all prepaid rents hereunder,  and the assignee will accept
said  assignment  and  assume and agree to  perform  as the  obligation  of such
assignee  directly  to and  for the  benefit  of  Landlord  and  enforceable  by
Landlord,  all of the terms,  covenants and conditions of this Lease on Tenant's
part to be  performed;  or (y) in  case of a  subletting,  the  sublease  in all
respects  will be subject and  subordinate  to all of the terms,  covenants  and
conditions of this Lease and the sublessee  thereunder will agree to be bound by
and to  perform  all of the terms,  covenants  and  conditions  of this Lease on
Tenant's  part to be performed,  except the payment of rents,  charges and other
sums reserved hereunder,  which Tenant shall continue to be obligated to pay and
shall pay to Landlord; and (v) notwithstanding any such assignment or subletting
under  the  terms  of  this  Paragraph,  both  Tenant  and  any  guarantor  will
acknowledge  that,  notwithstanding  any such  assignment or subletting  and the
consent of  Landlord  thereto,  neither  Tenant nor said  guarantor,  if any, is
released or discharged from any liability  whatsoever  under this Lease and both
shall continue  liable with the same force


                                       12
<PAGE>

and effect as though no  assignment  or sublease had been made;  and (vi) Tenant
shall pay to  Landlord  the sum of One  Thousand  Dollars  ($1,000.00)  to cover
Landlord's administrative costs, overhead and attorneys' fees in connection with
such assignment or subletting.

      (d) If  Tenant,  or any  guarantor  of this  Lease,  is a  corporation  or
partnership,  and if at any time  during the Term the person or persons  who, on
the date of this  Lease,  owns or own a majority  of such  corporation's  voting
shares or such partnership's partnership interest, as the case may be, ceases or
cease to own a majority of such shares (whether such transfer occurs at one time
or at intervals so that, in the aggregate, such a transfer shall have occurred),
or such  partnership  interest  as the  case may be  (except  as the  result  of
transfer by gift or  inheritance)  or if such  guarantor,  if any, is dissolved,
then (i)  Tenant  shall  give  Landlord  prior  written  notice of such event in
accordance  with  Paragraph  16(f)  hereof  and  (ii) any  such  event  shall be
considered to be an assignment  prohibited by the provisions of Paragraph  16(a)
hereof. This Paragraph 16(d) shall not be applicable to any corporation, all the
outstanding  voting stock of which is listed on a national  securities  exchange
(as  defined  in the  Securities  Exchange  Act of 1934,  as  amended).  For the
purposes  of this  Paragraph  16(d),  stock  ownership  shall be  determined  in
accordance with the principles set forth in Section 544 of the Internal  Revenue
Code of 1954 as the same  existed on August 16, 1936,  as amended,  and the term
"voting stock" shall refer to shares of stock regularly entitled to vote for the
election of directors of the corporation.

      (e) If  Tenant  receives  consent  under  Paragraph  16(a)  hereof  to any
subletting,  assignment,  transfer, mortgaging,  pledging or encumbrance of this
Lease,  the  annual  Basic Rent  thereafter  shall be no less than (1) an amount
equal to the  average  combined  annual  Basic Rent during the three (3) full 12
month  calendar  years  immediately  preceding  any such  transfer,  or (ii) the
highest annual combined Basic Rent since the Commencement  Date if Tenant at the
time of the transfer has been occupying the Premises less than three (3) full 12
month calendar  years,  or (iii) the Basic Rent payable  pursuant to Paragraph 5
hereof increased by the percentage  increase in the Index from the Index for the
month in which the  Commencement  Date  occurs  to the Index for the last  month
immediately  preceding  any  such  transfer,   whichever  of  the  foregoing  is
applicable.  Tenant and any  transferee  shall  promptly  execute  an  agreement
prepared  by  Landlord  amending  this Lease to provide  for the  payment of the
revised  annual Basic Rent during the  remainder of the Term and all legal costs
with respect thereto shall be paid by Tenant to Landlord  forthwith on demand as
Additional Rent. All of the other terms,  covenants and conditions of this Lease
shall remain as herein specified.

      (f) If Tenant intends to assign this Lease, sublet or part with possession
of all or any part of the  Premises,  or to  transfer  this  Lease in any  other
manner,  in whole or in part or any estate or  interest  hereunder,  then and so
often as such event  shall  occur,  Tenant  shall give prior  written  notice to
Landlord of such intent, specifying therein the proposed assignee,  subtenant or
transferee and Landlord shall, within thirty (30) days thereafter, notify Tenant
in writing  either,  that (i) it consents or does not consent in accordance with
the  provisions  and  qualifications  in this  Paragraph 16 or (ii) it elects to
terminate this Lease.  If Landlord  elects to terminate this Lease as aforesaid,
Tenant shall notify  Landlord in writing within fifteen (15) days  thereafter of
Tenant's  intention  either to  refrain  from  such  assignment,  subletting  or
transfer, or to accept the termination of this Lease, if Tenant fails to deliver
such notice within such period of fifteen (15) days,  this Lease will thereby be
terminated  upon the  expiration of the said fifteen (15) day period.  If Tenant
advises  Landlord  it intends to refrain  from such  assignment,  subletting  or
transfer, then Landlord's right to terminate this lease as aforesaid is null and
void in such instance.

      (g) Landlord shall have no liability for brokerage commissions arising out
of a sublease or assignment by Tenant and Tenant shall and does hereby indemnify
Landlord  and  hold  it  harmless  from  any  and all  liability  for  brokerage
commissions arising out of any such sublease or assignment.

17.   Access
      ------

      (a) Landlord or its representatives,  or designees, may enter the Premises
at  reasonable  times under the  circumstances,  whether or not during  business
hours, to inspect the Premises, to enforce any provisions of this Lease, to make
or cause to be made such repairs as Landlord may deem necessary or desirable, to
cure defaults of Tenant pursuant to the rights granted  Landlord under Paragraph
23 hereof,  to repair any  utility  lines or system or systems  servicing  other
parts of the Shopping Center, to rectify any condition in the Premises adversely
affecting  other


                                       13
<PAGE>

occupants of the Shopping Center or, upon prior reasonable  notice to Tenant, to
exhibit the Premises to others. In the case of an emergency,  Landlord may enter
the  Premises  without  notice to Tenant  but  Landlord  shall make a good faith
effort to provide telephone notice.

18.   Tenant's Property
      -----------------

      Landlord  shall not be liable for any damage to  property  of Tenant or of
others located in the Premises or in the Shopping Center, nor for the loss of or
damage to any  property of Tenant or of others by theft or  otherwise.  Landlord
shall not be liable for any injury or damage to  persons or  property  resulting
from fire,  explosion,  falling  plaster,  falling  ceiling tiles,  steam,  gas,
electricity,  water,  rain or snow or leaks  from any  part of the  Premises  or
Shopping  Center or from the pipes,  appliances  or  plumbing  works or from the
roof,  street or  subsurface  or from any other  place or by  dampness or by any
other  cause of  whatsoever  nature.  Landlord  shall not be liable for any such
damage caused by other tenants or persons in the Premises, occupants of adjacent
property,  of the Shopping  Center,  or the public,  or caused by  operations in
construction of any private,  public or quasi-public work. Landlord shall not be
liable for any latent or patent  defect in the  Premises  or in the  building of
which they form a part.  All  property of Tenant kept or stored on the  Premises
shall be so kept or stored  at the risk of Tenant  only and  Tenant  shall  hold
Landlord harmless from and hereby waives any claims arising out of damage to the
same or damage to Tenant's  business,  including  subrogation claims by Tenant's
insurance  carrier,  unless  such  damage  shall be caused by the willful act or
gross neglect of Landlord.

19.   Casualty Damage
      ---------------

      (a)  Tenant  shall  give  immediate  notice (by  telephone,  confirmed  in
writing)  to  Landlord  of any damage  caused to the  Premises  by fire or other
casualty,  and if Landlord does not elect to terminate this Lease as provided in
Paragraph 19(b) hereof  Landlord shall proceed with reasonable  diligence and at
its sole cost and  expense to repair and restore  the  Premises  (other than any
Tenant's  Work,  any  improvements,  alterations,  changes and  additions to the
Premises,  and any  personal  property  of  Tenant)  to  substantially  the same
condition as immediately prior to said damage or destruction.

      (b) If  the  Shopping  Center  or  the  Premises  shall  be  destroyed  or
substantially damaged by a casualty not covered by Landlord's  insurance,  or if
25% or more of the  Premises is damaged or rendered  untenantable  by a casualty
covered by Landlord's insurance,  or if the Premises are not affected but 25% or
more of the Shopping Center, or such portion of the Common Areas as shall render
the  Premises  or the  Shopping  Center  untenantable,  is damaged  or  rendered
untenantable, then in any such event Landlord may elect either to terminate this
Lease or to proceed to rebuild and repair the  Premises  or that  portion of the
Shopping Center so damaged. Landlord shall give written notice to Tenant of such
election within 90 days after the occurrence of such casualty, or within 30 days
after the  adjustment of the insurance  settlement,  whichever is later.  In the
event that such notice of termination shall be given, this Lease shall terminate
as of the date provided in such notice of  termination  (whether or not the Term
shall have  commenced)  with the same effect as if that date were the Expiration
Date.

      (c) If the Premises are damaged,  the Basic Rent and the  Additional  Rent
payable pursuant to Paragraphs 6 and 7 hereof,  shall be abated in proportion to
the degree in which  Tenant's use of the Premises is impaired  during the period
of any damage,  repair or restoration  provided for in this Paragraph 19. Except
for such abatement,  Tenant shall not be entitled to any  compensation or damage
for  loss  in the  use of the  whole  or any  part of the  Premises  and/or  any
inconvenience  or  annoyance  occasioned  by  damage,  destruction,   repair  or
restoration.

20.   Eminent Domain
      --------------

      (a) if the whole or any  portion of the  Premises  or shall be acquired or
condemned by eminent domain for any public or quasi-public use or purpose,  this
Lease shall  terminate as of the date of the vesting or  acquisition of title in
the  condemning  authority  with  the  same  effect  as if said  date  were  the
Expiration Date.

      (b) If the whole or any  portion of the  Shopping  Center  (other than the
Premises)  shall be acquired or  condemned  by eminent  domain for any public or
quasi-public  use or  purpose,  this Lease  shall,  at the  option of  Landlord,
terminate  as of  the  date  of the  vesting  or  acquisition  of  title  in the
condemning  authority  with the same effect as if said date were the  Expiration
Date.


                                       14
<PAGE>

      (c) Landlord  shall give written  notice to Tenant of any  termination  of
this Lease  pursuant to Paragraph  20(a) or (b) within 90 days after the date of
such acquisition or condemnation.

      (d) The  proceeds  of any  condemnation  award  shall be the  property  of
Landlord,  whether  such award is  compensation  for  damages to  Landlord's  or
Tenant's interest in the Premises, and Tenant hereby assigns all of its interest
in any such award to Landlord;  provided,  however,  that Landlord shall have no
interest in any award made to Tenant for loss of business,  relocation expenses,
or for the taking of Tenant's  personal  property  if a separate  award for such
items is made to Tenant.

21.   Events of Default
      -----------------

      (a) The  occurrence  of any one or more of the  following  events  and the
continuation thereof beyond the applicable grace period herein provided, if any,
shall constitute an "Event of Default":

            (i) if Tenant shall default in the payment of (A) Basic Rent if any,
and such default  shall  continue for a period of 5 business  days after written
notice from Landlord of such default or (B) any item of Additional Rent and such
default shall  continue for a period of 10 business  days after  written  notice
from Landlord of such default;

            (ii) if Tenant shall default in the observance or performance of any
of its  covenants  for  obligations  under this Lease (other than the payment of
Basic Rent, and Additional  Rent),  and shall not have cured such default within
30 days after written notice from Landlord of such default,  or, if such default
is of such a nature that it cannot be completely  remedied  within said 30 days,
Tenant shall not (A) have promptly,  upon the giving by Landlord of such notice,
advised  Landlord of Tenant's  intention  to  institute  all steps  necessary to
remedy  such  situation,   (B)  promptly  institute  and  thereafter  diligently
prosecute to completion all steps necessary to remedy the same, and (C) complete
such remedy within a reasonable time after the date of the giving of said notice
by Landlord and in any event prior to such time as would either subject Landlord
or  Landlord's  agents to  prosecution  for a crime or cause a default under any
lease or mortgage referred to in Paragraph 24 hereof; or

            (iii) if any  event  shall  occur  or any  contingency  shall  arise
whereby this Lease or the estate hereby granted or the unexpired  balance of the
Term would, by operation of law or otherwise, devolve upon or pass to any person
other than Tenant except as is expressly permitted under Paragraph 16 hereof; or

            (iv) if the Premises shall become vacated, deserted or abandoned for
a  period  of 10  consecutive  business  days or if  Tenant  shall  fail to take
occupancy of the Premises within 30 days after the Commencement Date; or

            (v) if Tenant  shall file a  voluntary  petition  in  bankruptcy  or
insolvency,  or commence a case under the Federal  Bankruptcy  Code, or shall be
adjudicated  a  bankrupt  or  insolvent,  or shall file any  petition  or answer
seeking any reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief under the present or any future federal bankruptcy
act or any other present or future applicable federal, state or other statute or
law  (foreign  or  domestic),  or shall make an  assignment  for the  benefit of
creditors  or shall seek or  consent  or  acquiesce  in the  appointment  of any
trustee,  receiver  or  liquidator  of Tenant or of all or any part of  Tenant's
personal property; or

            (vi) if within  60 days  after the  commencement  of any  proceeding
against  Tenant,  whether by the filing of a petition or otherwise,  seeking any
reorganization, arrangement, composition, readjustment, liquidation, dissolution
or similar  relief  under any present or future  federal  bankruptcy  act or any
other  present  or future  applicable  federal,  state or other  statute  or law
(foreign or domestic),  such proceeding  shall not have been  dismissed,  or if,
within 60 days after the  appointment or any trustee,  receiver or liquidator of
Tenant or of all or any part of Tenant's personal property,  without the consent
or  acquiescence  of Tenant,  such  appointment  shall not have been  vacated or
otherwise discharged,  or if any execution or attachment shall be issued against
Tenant or any of Tenant's personal  property pursuant to which the Premises,  or
any  part  thereof  shall  be  taken or  occupied  or  attempted  to be taken or
occupied; or


                                       15
<PAGE>

            (vii) if Tenant shall default in the  observance or  performance  of
any of its covenants or obligations  under any other lease between  Landlord and
Tenant,  and shall not have  cured such  default  within  the  applicable  grace
period, if any, set forth therein.

      (b) If at any time,  (i) Tenant shall be comprised of two or more persons,
or (ii) Tenant's  obligations under this Lease shall have been guaranteed by any
person,  or (iii)  Tenant's  interest  in this Lease  shall have been  assigned,
"Tenant",  as used in subdivisions (v) and (vi) of Paragraph  21(a),  shall mean
any one or more of the persons  primarily  or  secondarily  liable for  Tenant's
obligations  under this Lease. Any monies received by Landlord from or on behalf
of Tenant  during the  pendency of any  proceeding  of the types  referred to in
subdivisions   (v)  and  (vi)  of  Paragraph  21(a)  shall  be  deemed  paid  as
compensation or the use and occupation of the Premises and the acceptance of any
such  compensation  by Landlord  shall not be deemed an  acceptance of Rent or a
waiver on the part of Landlord of any rights under this Lease.

22.   Landlord's Remedies
      -------------------

      (a) In the case of any Event of Default as hereinabove provided (not cured
within the  applicable  cure period,  if any, set forth in the Lease),  Landlord
shall have the immediate right to reenter the Premises and to dispossess  Tenant
and all other occupants therefrom and remove and dispose of all property therein
or, at  Landlord's  election,  to store such  property in a public  warehouse or
elsewhere at the cost and for the account of Tenant,  and without Landlord being
deemed guilty of trespass or becoming liable for any loss or damage which may be
occasioned thereby.  Upon the occurrence of any such Event of Default,  Landlord
shall also have the right,  at its option,  in addition to and not in limitation
of any other right or remedy, to terminate this Lease by giving Tenant three (3)
days' notice of termination and upon the expiration of said three (3) days, this
Lease,  and the Term shall cease and terminate as fully and completely as if the
date of  expiration  of such three (3) day period were the  Expiration  Date and
thereupon,  unless Landlord shall have  theretofore  demanded  possession of the
Premises,  Landlord shall have the immediate right of possession,  in the manner
aforesaid,  and Tenant and all other  occupants  shall  quit and  surrender  the
Premises to Landlord, but Tenant shall remain liable as hereinafter mentioned.

      (b) If by reason of the occurrence of any such Event of Default,  the Term
shall end before the Expiration  Date, or Landlord shall take  possession of the
Premises,  or Tenant  shall be ejected,  dispossessed,  or removed  therefrom by
summary  proceedings  or in  any  other  manner,  whether  or  not  specifically
enumerated  in  this  Lease,  or if the  Premises  become  vacant,  deserted  or
abandoned,  Landlord at any time thereafter may relet the Premises,  or any part
or parts  thereof  either in the name of Landlord or as agent for Tenant,  for a
term or terms which may, at Landlord's option, be less than or exceed the period
of the  remainder  of the Term,  and at such rent or rentals and upon such other
conditions, which may include concessions and free rent periods, as Landlord, in
its sole discretion, shall determine. Landlord shall receive the rents from such
reletting  and shall  apply the same first,  to the payment of such  expenses as
Landlord may have incurred in connection with  reentering,  ejecting,  removing,
dispossessing,  reletting,  altering,  repairing,  redecorating,  subdividing or
otherwise  preparing  the  Premises  for  reletting,   including  brokerage  and
attorneys' fees and expenses;  second, to the payment of any indebtedness  other
than rents,  charges and other sums due hereunder  from Tenant to Landlord;  and
the  residue,  if any,  Landlord  shall apply to the  fulfillment  of the terms,
covenants and conditions of Tenant hereunder and Tenant hereby waives all claims
to the surplus,  if any.  Tenant shall be and hereby agrees to be liable for and
to pay  Landlord  any  deficiency  between  the  rents,  charges  and other sums
reserved  hereunder  (conclusively  presuming the Additional Rent, if any, to be
the same as payable  for the year  immediately  preceding  such  termination  or
reentry) and the net rentals, as aforesaid, of reletting, if any, for each month
of the period which  otherwise  would have  constituted the balance of the Term.
Tenant hereby agrees to pay such deficiency in monthly  installments on the rent
days specified in this Lease, and any suit or proceeding  brought to collect the
deficiency  for any  month,  either  during  the Term or after  any  termination
thereof  shall not  prejudice  or  preclude in any way the rights of Landlord to
collect the deficiency for any subsequent month by a similar suit or proceeding.
Landlord  shall in no event be liable in any way  whatsoever  for the failure to
relet the Premises or in the event of such reletting, for failure to collect the
rents reserved  thereunder.  Landlord is hereby authorized and empowered to make
such repairs,  alterations,  decorations,  subdivision or other preparations for
the reletting of the Premises as Landlord shall deem  advisable,  without in any
way releasing Tenant from any liability hereunder, as aforesaid.


                                       16
<PAGE>

      (c) No such reentry or taking possession of the Premises by Landlord shall
be construed as an election on its part to terminate this Lease unless  Landlord
gives  written  notice to Tenant of such  intention or the  termination  thereof
shall  result  as a  matter  of  law  or be  decreed  by a  court  of  competent
jurisdiction.  Notwithstanding any such reletting without termination,  Landlord
may at any time  thereafter  elect to  terminate  this  Lease for such  previous
default.

      (d) In the  event  this  Lease is  terminated  pursuant  to the  foregoing
provisions of this Paragraph 22, Landlord may recover from Tenant all damages it
may sustain by reason of Tenant's default,  including the cost of recovering the
Premises and reasonable  attorneys' fees and expenses and, upon so selecting and
in lieu of the  damages  that may be  recoverable  under  Paragraph  22(b) above
(measured by the monthly deficiency,  if any), shall be entitled to recover from
Tenant, as and for liquidated damages,  and not as a penalty, an amount equal to
the difference between the rents,  charges and other sums reserved hereunder for
the period which otherwise  would have  constituted the balance of the Term from
the latest of the date of termination of this Lease,  the date of reentry or the
date  through  which  monthly   deficiencies   shall  have  been  paid  in  full
(conclusively  presuming the Additional  Rent, if any, to be the same as payable
for the year  immediately  preceding such termination or reentry) and the rental
value of the  Premises  at the time of such  election,  for  such  period,  both
discounted at the rate of four percent (4%) per annum to present  worth,  all of
which shall immediately be due and payable by Tenant to Landlord. In determining
the rental value of the Premises the rental  realized by any reletting,  if such
reletting  be  accomplished  by  Landlord  within a  reasonable  time  after the
termination  of this Lease or within a reasonable  time after  Landlord  regains
possession of the Premises,  shall be deemed prima facie to be the rental value.
Nothing  herein  contained,  however,  shall  limit or  prejudice  the  right of
Landlord to prove and obtain as liquidated damages by reason of such termination
an amount  equal to the maximum  allowed by any statute or rule of law in effect
at the time when, and governing the proceedings in which, such damages are to be
proved,  whether  or not such  amount  be  greater,  equal  to, or less than the
amounts referred to in this Paragraph 22(d).

      (e) The parties  hereby waive trial by jury in any action,  proceeding  or
counterclaim  brought by either party against the other on any matter whatsoever
arising out of or in any way  connected  with this Lease,  the  relationship  of
Landlord and Tenant created hereby, Tenant's use or occupancy of the Premises or
any claim for injury or damage.

      (f)  Tenant  hereby  expressly  waives  any and all  rights of  redemption
granted by or under any  present  or future  laws in the event  Tenant  shall be
evicted or dispossessed  from the Premises for any cause,  or Landlord  reenters
the Premises following the occurrence of any Event of Default hereunder, or this
Lease is terminated before the Expiration Date.

      (g) In the event of any  breach or  threatened  breach by Tenant of any of
the  terms  and  provisions  of this  Lease,  Landlord  shall  have the right to
injunctive  relief and declaratory  relief as if no other remedies were provided
herein for such breach.

      (h) The rights and remedies  herein reserved by or granted to Landlord and
Tenant are  distinct,  separate and  cumulative,  and the exercise of any one of
them shall not be deemed to preclude,  waive or prejudice Landlord's or Tenant's
right to exercise any or all others.  Whether or not specifically  enumerated in
this  Lease,  Landlord  hereby  reserves  all rights and  remedies at law and in
equity and nothing contained in this Lease shall be construed as a limitation of
any such rights or remedies.

      (i)  Landlord  and  Tenant  hereby  expressly  waive any right to assert a
defense based on merger and agree that neither the commencement of any action or
proceeding,  nor the settlement  thereof nor the entry of judgment therein shall
bar Landlord or Tenant from bringing any subsequent  actions or proceeding,  nor
the settlement  thereof nor the entry of judgment  therein shall bar Landlord or
Tenant from bringing any subsequent actions or proceedings from time to time.

      (j) Nothing contained in this Paragraph 22 shall be deemed or construed to
require  Landlord  to  give  the  notices  herein  provided  for  prior  to  the
commencement of a summary  proceeding for nonpayment of rent or a plenary action
for the  recovery of rent on account of any  default in the payment of rent,  it
being intended that any such notice or notices are for the sole and only purpose
of creating a conditional limitation or a condition precedent hereunder pursuant
to which this Lease shall terminate and Tenant shall become a holdover tenant.


                                       17
<PAGE>

      (k) The words  "reenter",  "reentry" and "reentered" as used in this Lease
shall not be deemed to be restricted to their technical legal meanings.

      (l) In the event Landlord  commences any summary  proceeding or action for
nonpayment of rent,  Tenant covenants and agrees that it will not interpose,  by
consolidation of actions or otherwise,  any non-mandatory  counterclaim or other
claim seeking affirmative relief of whatsoever nature or description in any such
proceeding.

      (m)  Wherever  in this Lease it is provided  that  Landlord is entitled to
receive  attorneys'  fees, or if any rent owing under this Lease is collected by
or through an attorney at law,  Tenant agrees to pay as such  attorneys' fees an
amount equal to the greater of (i) fifteen  percent  (15%) of the amount owed to
Landlord or (ii) the maximum amount allowed by law to be collected as attorneys'
fees.

23.   Curing Tenant's Defaults
      ------------------------

      If Tenant shall  default in the  performance  of any term of this Lease on
Tenant's part to be performed,  Landlord,  without thereby waiving such default,
may, but shall not be obligated to,  perform the same for the account and at the
expense of Tenant,  without  notice in case of emergency and upon 10 days' prior
notice in all other  cases.  Landlord may enter the Premises at any time to cure
any default without thereby incurring any liability to Tenant or anyone claiming
through  or under  Tenant.  Bills  for any  expenses  incurred  by  Landlord  in
connection with any such performance or involved in collecting or endeavoring to
collect rent or enforcing or  endeavoring  to enforce any rights  against Tenant
under or in connection  with this Lease or pursuant to law,  including any cost,
expense  and  disbursement  involved  in  instituting  and  prosecuting  summary
proceedings,  as well as bills for any  property,  material,  labor or  services
provided,  furnished  or  rendered,  including  reasonable  attorneys  fees  and
expenses,  shall be paid by Tenant as  Additional  Rent on demand.  In the event
that Tenant is in arrears in payment of Rent,  Tenant waives  Tenant's right, if
any, to designate  the items against which any payments made by Tenant are to be
credited  and  Landlord  may  apply  any  payments  made by  Tenant to any items
Landlord  sees fit,  irrespective  of and  notwithstanding  any  designation  or
requests  by Tenant as to the items  against  which any such  payments  shall be
credited.  Landlord  reserves the right,  without liability to Tenant to suspend
furnishing to Tenant electrical energy and all or any other services  (including
heat,  ventilating  and air  conditioning),  whenever  Landlord is  obligated to
furnish  the  same,  in the event  that  (but only for so long as)  Tenant is in
arrears in paying Landlord therefor.

24.   Subordination and Attornment
      ----------------------------

      (a) This  Lease is subject  and  subordinate  to all ground or  underlying
leases and to all mortgages which may now or hereafter affect such leases or the
Shopping  Center  or  portion  thereof  and  to  all  renewals,   modifications,
consolidations,  replacements  and extensions of any such underlying  leases and
mortgages. The provisions of this Paragraph 24(a) shall be self-operative and no
further  instruments of subordination  shall be required.  However,  if Landlord
requests confirmation of the subordination provided for in this Paragraph 24(a),
Tenant shall, without charge therefor,  promptly execute and deliver to Landlord
any  certificate  or  instrument  which  Landlord  may at any  time  request  in
connection therewith.

      (b) The holder of any mortgage  referred to in  Paragraph  24(a) may elect
that this Lease shall have priority over such mortgage and upon  notification by
such mortgagee to Tenant,  this Lease shall be deemed to have priority over such
mortgage  whether this Lease is dated prior to or subsequent to the date of such
mortgage.

      (c) Tenant  agrees to give the lessor under any lease or the holder of any
mortgage  referred to in Paragraph  24(a) hereof a copy, by registered  mail, of
any notice of default served upon  Landlord,  provided that prior to such notice
Tenant has been notified in writing (by way of notice of assignment of rents and
leases, or otherwise) of the address of such lessor or mortgagee. Tenant further
agrees that if Landlord  shall have failed to cure such default  within the time
provided  for in this Lease,  then each such lessor or  mortgagee  shall have an
additional 30 days within which to cure such default or, if such default  cannot
be cured within that time, then such additional time as may be necessary to cure
such default  (including but not limited to commencement of lease termination or
mortgage  foreclosure  proceedings  if necessary to effect


                                       18
<PAGE>

such  cure),  in which  event  this  Lease  shall not be  terminated  while such
remedies are being so diligently pursued.

      (d) If at any time  prior to the  termination  of this  Lease,  the lessor
under any lease or the holder of any mortgage referred to in Paragraph 24(a) (or
any person, or such person's successors or assigns, who acquires the interest of
Landlord under this Lease through foreclosure action or an assignment or deed in
lieu of  foreclosure)  shall succeed to the rights of Landlord  under this Lease
through  possession  or  foreclosure  or  delivery  of a new  lease  or  deed or
otherwise, Tenant agrees at the election and upon request of any such person, to
fully and completely attorn,  from time to time, to and recognize such person as
Tenant's  landlord under this lease upon the then executory terms of this Lease.
Upon such  attornment  this Lease  shall  continue in full force and effect as a
direct  lease  between  Tenant  and such  successor  landlord  except  that such
successor landlord shall not be:

            (i) liable for any  previous  act or omission of any prior  landlord
(including Landlord);

            (ii) subject to any offsets or defenses  which may have  theretofore
accrued to Tenant against any prior landlord (including Landlord);

            (iii) bound by any previous  prepayment of Basic Rent, or Additional
Rent, if any, for a period greater than one month in advance;

            (iv)  bound  by  any  modifications  of  this  lease,   unless  such
modification  has been  approved  in  writing  by such  lessor  or holder of any
mortgage; or

            (v) liable for any  security  deposits  pursuant to the lease unless
such  security  has  actually  been  delivered  to such  lessor  or  holder of a
mortgage.

25.   Surrender
      ---------

      On the  Expiration  Date or upon the sooner  termination  of this Lease or
upon reentry by Landlord upon the Premises,  Tenant shall surrender,  vacate and
deliver  to  Landlord  the  Premises,  including  all  improvements,  additions,
alterations and replacements thereon,  trade fixtures,  furnishings,  furniture,
equipment,  merchandise and other personal property installed or placed in or on
the  Premises  by Tenant  unless  removed by Ten ant  pursuant to  Paragraph  10
hereof,  "broom  clean"  and in good  order,  condition  and  repair  except for
ordinary  wear,  tear and  damage  by fire or  other  insured  casualty.  if the
Premises are not surrendered  upon the Expiration Date or sooner  termination of
this Lease, Tenant hereby indemnifies  Landlord against liability resulting from
delay by Tenant in so  surrendering  the Premises,  including any claims made by
any succeeding  Tenant or prospective  Tenant founded upon such delay.  Tenant's
obligations  under this Paragraph 25 shall survive the Expiration Date or sooner
termination of this Lease.  At the option of Landlord,  Tenant shall be required
to remove the vault.

26.   Quiet Enjoyment.
      ----------------

      Tenant,  if and so long as it pays the Rent and  performs and observes the
other terms and  covenants  to be  performed  and kept by it as provided in this
Lease,  shall have the peaceable and quiet possession of the Premises during the
Term free of the claims of  Landlord  or anyone  claiming  by,  through or under
Landlord,  subject to the terms of this Lease and any lease or mortgage referred
to in Paragraph  24(a) hereof.  This  covenant  shall be construed as a covenant
running  with the Land and shall not be  construed  as a  personal  covenant  or
obligation  of  Landlord,  except to the extent of  Landlord's  interest in this
Lease and then subject to the terms of Paragraph 28(k) and (1) hereof.

27.   Security Deposit
      ----------------

      Tenant  has  deposited  with  Landlord  a sum  equal to the  amount of the
Security  Deposit,  as set forth in Paragraph  1(o) hereof,  as security for the
full and punctual  performance  by Tenant of all of the terms of this Lease,  in
the event Tenant  defaults in the performance of any of the terms of this Lease,
including  the payment of Rent,  Landlord may use,  apply or retain the whole or
any part of the security so deposited to the extent  required for the payment of
any Rent or for any sum which  Landlord  may expend or may be required to expend
by reason of  Tenant's  default in  respect  of any of the terms of this  Lease,
including any damages or  deficiency  in the reletting of


                                       19
<PAGE>

the Premises,  whether  accruing  before or after summary  proceedings  or other
reentry by Landlord.  in the case of every such use,  application  or retention,
Tenant shall,  on demand,  pay to Landlord the sum so used,  applied or retained
which  shall  be  added  to the  security  deposit  so that  the  same  shall be
replenished  to its former amount.  If Tenant shall fully and punctually  comply
with all of the terms of this Lease, the security,  without  interest,  shall be
returned to Tenant after the termination of this Lease and delivery of exclusive
possession  of the Premises to Landlord.  In the event of a sale or lease of the
Shopping  Center  Landlord  shall have the right to transfer the security to the
vendee or lessee and  Landlord  shall ipso facto be  released by Tenant from all
liability for the return of such  security;  and Tenant agrees to look solely to
the new  landlord  for the return of said  security;  and it is agreed  that the
provisions  hereof  shall  apply to every  transfer  or  assignment  made of the
security to a new  landlord,  Tenant  shall not assign or encumber or attempt to
assign or encumber the monies  deposited herein as security and neither Landlord
nor  its  successors  or  assigns  shall  be  bound  by  any  such   assignment,
encumbrance, attempted assignment or encumbrance.

28.   Miscellaneous
      -------------

      (a) No agreement to accept a surrender of this Lease shall be valid unless
in writing signed by Landlord. The delivery of keys or possession to Landlord or
any agent or  employee of Landlord  shall not operate as a  termination  of this
Lease or surrender of the Premises.

      (b) No  provision  of this  Lease  shall be deemed to have been  waived by
Landlord or Tenant  unless such waiver be in writing  signed by the party making
such waiver. The failure of Landlord or Tenant to seek redress for violation of,
or to insist upon strict  performance  of, any  covenant  or  condition  of this
Lease,  shall not be deemed a waiver thereof or prevent a subsequent  act, which
would have  originally  constituted  a violation,  from having all the force and
effect of an original violation.

      (c) The receipt by Landlord of Basic Rent,  and/or any items of Additional
Rent with  knowledge  of the breach of any  covenant  of this Lease shall not be
deemed a waiver of such breach. No payment by Tenant or receipt by Landlord of a
lesser amount than the Basic Rent, or Additional Rent, if any, herein stipulated
shall be deemed to be other than on  account  of the  earliest  Basic  Rent,  or
Additional Rent, if any, reserved hereby which is due and owing at the time such
payment is received by Landlord. No endorsement or statement on any check or any
letter  accompanying  any check or  payment  of any such Rent shall be deemed an
accord and  satisfaction,  and Landlord may accept such check or payment without
prejudice to Landlord's right or remedy provided in this Lease.

      (d) The captions used in this Lease are for convenience only and do not in
any way limit or amplify the terms and provisions  hereof.  Whenever  herein the
singular  number is used,  the same shall  include the plural,  and words of any
gender shall include each other gender.

      (e) The Exhibits hereto are hereby incorporated into this Lease.

      (f)  This  Lease  and  all  other   agreements  and   instruments   signed
contemporaneously  herewith contain the entire agreement between parties, and no
agreement,  representation or inducement shall be effective to change, modify or
terminate this Lease in whole or in part unless such  agreement,  representation
or inducement is in writing and signed by both parties hereto.

      (g) Tenant at any time or from time to time at the  request of Landlord or
at the  request  of the  lessor  under any  lease or the  holder of any lease or
mortgage  referred to in Paragraph 24(a) hereof,  will execute,  acknowledge and
deliver to the party so requesting, a certificate by Tenant certifying:

            (i) that  this  Lease has not been  modified,  changed,  altered  or
amended in any  respect  and is in full force and effect (or, if there have been
modifications, stating the modifications and that the Lease is in full force and
effect as modified);

            (ii) that this Lease is the only Lease  between  Landlord and Tenant
affecting the Premises;


                                       20
<PAGE>

            (iii) that Tenant has accepted the Premises (or part thereof), is in
occupancy of the Premises,  or part thereof,  and is paying Rent hereunder,  for
which it is then liable on a current basis;

            (iv) that there are then  existing no  credits,  offsets or defenses
against the  enforcement of any provisions of this Lease (or, if so,  specifying
the same);

            (v) the  dates,  if any,  to which  the Rent or  other  charges  due
hereunder  have been paid in advance  and that there has been no  prepayment  of
Rent other than as provided for in this Lease;

            (vi) that there are no existing defaults by Landlord or Tenant under
this Lease (or, if so, specifying such default);

            (vii)  whether or not Tenant has  exercised  any renewal  options or
other options which may be provided in this Lease;

            (viii) that there are no actions,  whether  voluntary or  otherwise,
pending  against  Tenant under the  bankruptcy  laws of the United States or any
state thereof; and

            (ix)  such  further  information  with  respect  to the Lease or the
Premises as Landlord, or such lessor or mortgagee, may request.

Any such  certificate  may be relied upon by any  prospective  purchaser  of the
Shopping  Center or of the  interest  of Landlord  in any part  thereof,  by any
mortgagee or prospective  mortgagee thereof, by any lessor or prospective lessor
thereof  by any  lessee or  prospective  lessee  thereof  or by any  prospective
assignee of any mortgage thereof. The failure of Tenant to execute,  acknowledge
and deliver to Landlord a statement in  accordance  with the  provisions of this
Paragraph  28(g)  within 10 days after  request  therefor  shall  constitute  an
acknowledgment  by  Tenant,  which may be relied on by any  person  who would be
entitled to rely upon any such  statement,  that such  statement as submitted by
Landlord is true and correct.

      (h) If any  provision  of this  Lease  should  be held  to be  invalid  or
unenforceable,  the validity and  enforceability of the remaining  provisions of
this Lease shall not be affected thereby.

      (i) The terms,  provisions  and  covenants  contained  in this Lease shall
apply to,  inure to the benefit of and be binding  upon the  parties  hereto and
their  respective  heirs,  personal  representatives,  successors  and permitted
assigns and shall be covenants running with the land.

      (j) 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,  Tenant shall look solely to the estate and property of
Landlord  in the  Shopping  Center for the  collection  of any sum of money on a
judgment,  or for the  payment or  expenditure  of any money under any decree of
specific  performance,  injunctive  relief or other  equitable  relief (or other
judicial process) requiring performance by Landlord of any obligation under this
Lease.  No  other  property  or  assets  of  the  Landlord,  Landlord's  agents,
incorporators,   shareholders,   officers,   directors,   partners,   principals
(disclosed or undisclosed) or affiliates shall be subject to levy,  execution or
other enforcement procedure for the satisfaction of Tenant's remedies.

      (k) The term "Landlord"  shall mean only the owner at the time in question
of the present Landlord's  interest in the Shopping Center and in the event of a
sale or transfer of the Shopping  Center (by operation of law or otherwise)  the
transferor  shall be and  hereby is  automatically  and  entirely  released  and
discharged,  from and after the date of such sale or transfer,  of all liability
in respect of the  performance  of any of the terms of this Lease on the part of
Landlord thereafter to be performed.

      (1) Tenant hereby  expressly waives any and all rights granted by or under
any present or future  laws to redeem  Landlord's  reversionary  interest in the
Shopping Center. In addition, in the event of any lawful termination of the Term
or any  repossession  of the Premises by reason of Tenant's  default  hereunder,
Tenant  waives  (i)  any  notice  of  reentry  or of the  institution  of  legal
proceedings to that end, (ii) any right of redemption,  reentry or repossession,
and (iii) the benefit of any laws now or hereafter in force  exempting  properly
from liability for rent or otherwise.  The


                                       21
<PAGE>

provisions  of this  Paragraph  shall  survive  the  Expiration  Date or  sooner
termination of this Lease.

      (m) Neither  Landlord nor Tenant shall record this Lease, any amendment to
this Lease,  or any other  memorandum  of this Lease  without the prior  written
consent  of the other  party and in the event  such  consent  is given the party
requesting such consent shall pay all transfer  taxes,  recording fees and other
charges in connection with such recording  notwithstanding  any provision of law
imposing liability therefor upon the other party.

      (n) Except as otherwise expressly set forth herein all notices,  requests,
demands,  approvals  or consents  required  hereunder  or by law  (collectively,
"Notices")  shall be in  writing  and  shall be given by  personal  delivery  by
mailing the same,  certified  or  registered  mail,  return  receipt  requested,
postage prepaid,  or by recognized  overnight courier with receipt  acknowledged
addressed to Landlord at the Address of Landlord, as set forth in Paragraph 1(c)
hereof and if to Tenant,  at the  Address of Tenant,  as set forth in  Paragraph
1(e)  hereof  if such  Notice  is  given  prior  to the  Commencement  Date  and
thereafter  at the  Premises.  Notices  shall be deemed given upon such personal
delivery,  the next day if by  recognized  overnight  carrier  or, if mailed,  2
business days after mailing.  The persons designated for the receipt of Notices,
and the addresses to which Notices may be given or made by either party,  may be
changed  or  supplemented  by  Notice  given  by such  party  to the  other  and
notwithstanding  the  preceding  sentence such Notice shall be effective 10 days
after mailing or delivery.

      (o) Tenant  expressly  acknowledges  that neither  Landlord nor Landlord's
agents has made or is making,  and Tenant,  in  executing  and  delivering  this
Lease,  is not  relying  upon,  any  warranties,  representations,  promises  or
statements,  except to the extent that the same are  expressly set forth in this
Lease,  and no rights,  easements or licenses are or shall be acquired by Tenant
by implication or otherwise unless expressly set forth in this Lease.

      (p) Tenant  warrants  that it has not  employed  nor had any  dealings  or
discussions  with any  broker or agent in  connection  with the  negotiation  or
execution of this Lease other than the broker,  if any, referred to in Paragraph
7(p) hereof.  Landlord agrees to pay said broker a commission in accordance with
a separate  agreement.  Tenant agrees to indemnify Landlord and hold it harmless
from and against any and all liability for commissions or other  compensation or
charges  and all costs and  expenses  incurred  in  defense of the claim if this
warranty is breached.  In the event of a suit on any such claim,  Landlord shall
notify and impede Tenant, or Tenant may intervene.

      (q) Tenant  hereby  waives any claim  against  Landlord  which it may have
based upon any assertion that Landlord has unreasonably withheld or unreasonably
delayed any consent,  and Tenant  agrees that its sole remedy shall be an action
or  proceeding  to  enforce  any such  provision  or for  specific  performance,
injunction or declaratory  judgment.  In the event of such a determination,  the
requested  consent  shall be deemed to have been  granted.  The sole  remedy for
Landlord's unreasonably  withholding or delaying of consent shall be as provided
in this Paragraph 28(s).

      (r) The terms of this  Lease  shall bind and  benefit  the  successes  and
assigns of the parties  with the same effect as if  mentioned  in such  instance
where a party  is  named  or  referred  to,  except  that  no  violation  of the
provisions  of  Paragraph  16  hereof  shall  operate  to vest any  right in any
successors or assignee of Tenant and that the provisions of this Paragraph shall
not be  construed  as  modifying  the  conditions  of  limitation  contained  in
Paragraph 16 hereof.

      (s) This  lease may be  executed  in several  counterparts,  each of which
shall  constitute  an  original  instrument  and  all of  which  shall  together
constitute one and the same instrument.

      (t) Landlord  does hereby  grant Tenant a right of first  refusal to lease
with respect to Store 4 (the  laundromat  space) and Store 4a, for the Permitted
Use (1)(f).  In the event  Landlord  receives an offer to lease with  respect to
either or both spaces,  Landlord  shall provide  written  notice  thereof to the
Tenant,  setting  forth the  pertinent  terms  and  conditions  of the  proposed
leasing.  Tenant shall have thirty (30) days within which to notify the Landlord
in writing  that it accepts or rejects  its right of first  refusal to lease the
space. Failure of the Tenant to notify the Landlord in writing of its intention,
shall be deemed a waiver of its rights hereunder. In the event Tenant elects not
to  exercise  its  rights  of first  refusal  or  otherwise  waives  its  rights
hereunder,  then Landlord  shall have the right to proceed to lease the space to
the proposed tenant.


                                       22
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have executed this Lease on the day
and year first above written.

ATTEST:                            CIRCLE PLAZA ASSOCIATES,
                                   NEW JERSEY LIMITED PARTNERSHIP, Landlord


/s/ Pati L. Clark                  By: /s/ Jospeh P. Lucarelli
----------------------------          ------------------------------------------
                                            JOSEPH P. LUCARELLI, General Partner

ATTEST:                            TWO RIVER COMMUNITY BANK, Tenant


/s/ Michael J. Gormley             By: /s/ Barry B. Davall
----------------------------           -----------------------------------------


                                       23
<PAGE>

EXHIBIT A                                                     DEMISED PREMISES


                                       24
<PAGE>

                            [MAP OF OFFICEMAX PLAZA]


                                       25
<PAGE>

EXHIBIT B                                              LANDLORD'S WORK

      The Landlord will erect a one hour demising wall;  install  windows on the
westerly  elevation  (the number and  location of which shall be  determined  by
Landlord's  architect);  bathrooms  as per  architect's  plans shall be built to
code, including utilities stubbed for kitchen; the utilities for the space shall
be  separated;  the  HVAC  system  shall  be in  good  working  order  as of the
Commencement  Date of the Lease and of sufficient  capacity to sufficiently heat
and cool the space;  Landlord shall provide  barrier-free access on the westerly
elevation.


                                       26
<PAGE>

EXHIBIT C2                                      RENEWAL OPTION RIDER

      1.  The  provisions  of  this  Rider  shall  supersede  any   inconsistent
provisions contained in the Lease.

      2.  Provided   Tenant  shall  have  fully  performed  all  of  the  terms,
provisions,  covenants,  conditions  and  agreements on its part to be performed
under this  Lease,  and shall not then be in default  under this  Lease,  Tenant
shall have the right,  at its  option,  to renew this Lease for two (1)  renewal
terms of three (3) years  each,  the first  renewal  term to commence on the day
following  the  Expiration  Date of the Lease  and the  Second  Renewal  Term to
commence on the Expiration Date of the First Renewal Term.

      3. Tenant shall exercise the renewal options by giving to Landlord written
notice  of such  election  to renew  not  later  than one (1) year  prior to the
Expiration  Date, and upon the giving of such notice this Lease  thereupon shall
be deemed  renewed for the renewal term with the same force and effect as if the
renewal term had been originally included in the Term.

      4.  Tenant may not  exercise  its option to renew  unless  said option has
theretofore been properly exercised in accordance herewith.

      5. All the terms, provisions, agreements, covenants and conditions of this
Lease shall  continue in full force and effect  during the renewal  term.  Basic
Rent shall continue to be increased  during the renewal term in accordance  with
the provisions of Exhibit D to this Lease.

      6. Any uncured default or  termination,  cancellation or surrender of this
Lease during the Term shall terminate any right of renewal hereunder.

      7. As used herein,  "Term" shall include the renewal term of this Lease if
this Lease is renewed pursuant to the provisions of this Rider.


                                       27
<PAGE>

EXHIBIT C3                                            LEASE ASSIGNMENT RIDER

      1.  Notwithstanding  anything contained in Paragraph 16(a) of the Lease to
the  contrary,  Landlord  shall not  unreasonably  withhold  its  consent  to an
assignment  of this  Lease to any entity to which  Tenant is selling  its entire
business, provided that the following conditions are satisfied:

            (a) All applicable  terms and conditions of Paragraph 16 (including,
without limitation, the provisions of Paragraph 16(c) are complied with in full;

            (b) The assignee  shall pay to Landlord  prior to the effective date
of the  assignment a Security  Deposit (or  additional  Security  Deposit) in an
amount equal to the sum of (i) twice the Basic Rent payable  during the calendar
month  immediately  preceding  the  month in  which  the  effective  date of the
assignment occurs, (ii) 1/6 of the then estimated annual Additional Rent payable
pursuant to Paragraphs 6 and 7 of this Lease.  Failure to comply with any of the
foregoing conditions shall cause the assignment to be void.


                                       28
<PAGE>

EXHIBIT C4                                       HAZARDOUS SUBSTANCE RIDER

      1. If Tenant  receives any notice of the happening of any event  involving
the use,  release,  threatened  release,  spill,  discharge  or  cleanup  of any
Hazardous  substance  on or about the demised  premises or into the  environment
(any such event is hereinafter referred to as a "Hazardous Discharge") or of any
complaint,  order, citation, or notice with regard to any Hazardous Substance or
any Environmental Law affecting Tenant (an  "Environmental  Complaint') from any
person or entity,  including the Department of  Environmental  Protection of New
Jersey ("DEP") and the United States  Environmental  Protection  Agency ("EPA'),
then Tenant shall give immediate oral and written notice of same to Landlord and
to any mortgagee of all or a portion of the Shopping  Center of which Tenant has
received notice  (collectively,  "Landlord's  Mortgagee") detailing all relevant
facts and circumstances.

      "Hazardous  Substance"  shall  mean  any  substance,  gas,  material,
      chemical or  pollutant  which is or may be regulated by or defined as
      or included  in the  definition  of  "Hazardous  Substances",  "Toxic
      Substances",  "Hazardous Waste",  "Hazardous Materials",  or words of
      similar  impart  under  any  Environmental  Law,  including,  without
      limitation,   petroleum,   radon  gas,  lead  paint,   asbestos,  and
      polychlorinated biphenyls.

      "Environmental Law" shall mean all legal requirements relating to the
      protection  of human health or the  Environment,  including,  without
      limitation:  (i) all legal  requirements  relating  to the  reporting
      licensing,  permitting,  investigation  or  remediation of emissions,
      discharges,  releases, or threatened releases of Hazardous Substances
      into the  Environment  or  relating to the  manufacture,  processing,
      distribution,   use,  treatment,   storage,  disposal,  transport  or
      handling  of  Hazardous  Substances  and (ii) all legal  requirements
      pertaining to the protection of the health and safety of employees or
      the public.

      "Environment" shall mean soil, surface waters,  ground waters,  land,
      stream, sediments, surface or subsurface strata and ambient air.

      2.(a) Without limitation of the foregoing,  Landlord shall have the right,
but not the  obligation,  to exercise any of its rights as provided in Paragraph
23 of this Lease or to enter  onto the  Premises  or to take such  actions as it
deems necessary or advisable to cleanup,  remove, resolve or minimize the impact
of or  otherwise  deal with any  Hazardous  Substance,  Hazardous  Discharge  or
Environmental  Complaint.  All costs and  expenses  incurred  by Landlord in the
exercise of any such rights shall be deemed to be Additional  Rent hereunder and
shall be payable by Tenant to Landlord upon demand.

            (b) Tenant shall at all times during the term of this Lease maintain
in full force and effect  environmental  impairment  insurance  satisfactory  to
Landlord and Landlord's mortgagee as to carrier,  amount, coverage and all other
aspects,   taking  into  account  all  reasonable  factors  including,   without
limitation, the Standard Industrial Classification number of Tenant.

      3. The occurrence of any of the following events shall constitute an Event
of Default under this Lease:

            (a) If Landlord  receives its first notice of a Hazardous  Discharge
or an  Environmental  Complaint on or pertaining to the Premises other than from
Tenant,  and Landlord  does not receive a notice (which may be given in any oral
or written  form,  provided  same is followed  with all due  dispatch by written
notice given by certified  mail,  return  receipt  requested) of such  Hazardous
Discharge or  Environmental  Complaint from the Tenant within three (3) business
days of the time Landlord first receives said notice other than from Tenant; or

            (b) if the DEP,  EPA or any other  local,  state or  federal  agency
asserts or creates a first lien upon any or all of the Premises by reason of the
occurrence of a Hazardous Discharge or an Environmental  Complaint or otherwise;
or

            (c) if the DEP,  EPA or any other  local,  state or  federal  agency
asserts a claim against the Tenant, the demised premises or Landlord for damages
or cleanup costs related to a Hazardous Discharge or an Environmental  Complaint
on or  pertaining  to the  Premises;  provided


                                       29
<PAGE>

however,  such claim shall not  constitute a default if within fifteen (15) days
of the occurrence giving rise to the claim:

      (d) Tenant can prove to Landlord's  satisfaction that Tenant has commenced
and is  diligently  pursuing  either:  (x) cure or correction of the event which
constitutes  the basis for the claim,  and  continues  diligently to pursue such
cure  or  correction  to  completion,  or (y)  proceedings  for  an  injunction,
restraining order or other appropriate emergent relief preventing such agency or
agencies from asserting such claim, which relief is granted within ten (10) days
of the  occurrence  giving  rise to the  claim  and the  emergent  relief is not
thereafter dissolved or reversed on appeal; and

      (e) In either of the foregoing events, Tenant has posted a bond, letter of
credit or other security  satisfactory in form, substance and amount to Landlord
and the agency or entity  asserting  the claim to secure the proper and complete
cure or correction of the event which constitutes the basis for the claim.

      4. Tenant hereby agrees to defend,  indemnify,  and hold Landlord harmless
from and against any and all claims, losses,  liabilities,  damages and expenses
(including  without  limitation,  cleanup costs and reasonable  attorney's  fees
arising by reason of any of the  aforesaid  or any action  against  Tenant under
this indemnity)  arising directly or indirectly from, out of or by reason of any
Hazardous  Discharge or Environmental  Complaint  occurring either (i) during or
attributable  to the Term and any other period of  possession of the Premises by
Tenant  or (ii) by  reason  of or  attributable  to  Tenant's  operations.  This
indemnity  shall  apply  notwithstanding  any  negligent  or other  contributory
conduct by or on the part of  Landlord,  its  mortgagee or any one or more other
parties or third parties.

      5.(a) if Tenant's  operations on the Premises now or hereafter  constitute
an  "Industrial  Establishment"  subject to the  requirements  of the New Jersey
Industrial  Site  Recovery Act,  N.J.S.A.  13:1K6 et seq.,  and the  regulations
pertaining  thereto,  N.J.A.C.  7:26B-1  et seq.  ("ISRA"),  then  prior  to the
expiration  or  sooner  termination  of  this  Lease  and  upon  any  and  every
condemnation,  casualty,  assignment  or  sublease  (if  permitted),  change  in
ownership  or  control  of  Tenant or any other  closure,  transfer  or event by
Landlord or Tenant which is subject to the  requirements  of ISRA,  Tenant shall
comply with all  requirements of ISRA pertaining to an Industrial  Establishment
closing  or  transferring  operations,  at its  sole  cost and  expense,  to the
satisfaction  of the DEP and  Landlord.  Without  limitation  of the  foregoing,
Tenant's  obligations  shall include (A) the proper filing of the initial notice
to the DEP  required by N.J.A.C.  7:26B-3.2,  (B) the  performance  to DEP's and
Landlord's  satisfaction  of all air,  soil,  ground  water  and  surface  water
sampling  and tests  required by N.J.A.C.  7:26B-4.1-4.3  and (C) either (x) the
filing of a "negative  declaration" with DEP under N.J.A.C.  7:26B-5.2 which has
been  approved by DEP or (y) the  performance  of a proper and approved  cleanup
plan to the full  satisfaction  of DEP and Landlord in accordance  with N.J.A.C.
7:26B-5.3.  Tenant  shall  immediately  provide  Landlord  with  copies  of  all
correspondence,  reports,  notices,  orders,  findings,  declarations  and other
materials pertinent to Tenant's compliance and DEP's requirements under ISRA, as
any of same are issued or received by Tenant from time to time.

            (b) Tenant shall be responsible for any environmental cleanup costs,
penalties or damages  arising from its use of the  Premises.  The  provisions of
this Paragraph shall survive the Expiration  Date or sooner  termination of this
Lease.

      6. In the event of Tenant's  failure to comply in full with this  Article,
Landlord  may, at its option,  perform  any or all of  Tenant's  obligations  as
aforesaid  and all costs and  expenses  incurred by Landlord in exercise of this
right shall be deemed to be Additional Rent payable on demand.

      7. This Paragraph shall survive the Expiration Date or sooner  termination
of the Lease.


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<PAGE>

EXHIBIT D                                          BASIC RENT ESCALATION RIDER

      The Basic Rent payable for the portion of the Term  commencing  on July 1,
2002 shall be as follows:

            (a) For the portion of the Term commencing on the Commencement  Date
and ending  twelve  (12)  months  after the  Commencement  Date,  at the rate of
$33,000.00 per annum ($2,750.00 per month);

            (b) For the portion of the Term commencing on the second anniversary
of the Commencement Date and terminating twelve (12) months  thereafter,  at the
rate of $33,990.00 per annum ($2,832.50 per month);

            (c) For the portion of the Term commencing at the third  anniversary
of the Commencement Date and terminating twelve (12) months  thereafter;  at the
rate of $35,009.70 per annum ($2,917.48 per month);

            (d) For the portion of the Term commencing at the fourth anniversary
of the Commencement Date and terminating twelve (12) months  thereafter;  at the
rate of $36,059.99 per annum ($3,005.00 per month);

            (e) For the portion of the Term commencing at the fourth anniversary
of the Commencement Date and terminating twelve (12) months  thereafter;  at the
rate of $37,141.79 per annum ($3,095.15 per month);

      The Basic Rent during the first  renewal  period  commencing  on the sixth
anniversary of the Commencement Date shall be determined as follows:

      "Market Rent" shall mean the fair market rent for the demised premises for
the Renewal Term,  determined as of the date of 180 days prior to the expiration
of the First  Renewal  Term (the  "Determination  Date"),  based  upon the rents
generally in effect for comparable office space in Monmouth County,  New Jersey.
Market  rent (for the  purpose of  determining  the fixed  rent only  during the
Renewal  Term)  shall be  determined  on what is  commonly  known as the "gross"
basis;  this is, in  computing  Market  Rent it shall be  assumed  that all real
estate  taxes  and   customary   services  are  included  in  the  market  rent.
Notwithstanding  the foregoing,  the base rent for the Second Renewal Term shall
be  thereafter  increased  from time to time as provided in this Lease,  and the
base year for tax and operating expenses increases,  tax base and base operating
expenses for the Renewal Term shall all be deemed redefined as and recomputed on
the basis of the last calendar year of the Initial Term of this Lease.

      Landlord  shall  notify  Tenant  ("Landlord's  Determination  Notice")  of
Landlord's  determination  of the  Market  Rent not later than 60 days after the
Determination  Date. If Tenant disagrees with Landlord's  determination,  Tenant
shall notify  Landlord  (`Tenant's  Notice of  Disagreement')  within 15 days of
receipt of Landlord's  Determination  Notice.  Time shall be of the essence with
respect to Tenant's  Notice of  Disagreement,  and the failure of Tenant to give
notice  within the time period set forth above shall  conclusively  be deemed an
acceptance  by Tenant of the Market Rent as  determined by Landlord and a waiver
by Tenant of any right to dispute such Market Rent,  if Tenant  timely gives its
Tenant's  Notice of  Disagreement,  then the Market Rent shall be  determined as
follows: Landlord and Tenant shall, within 30 days of the date on which Tenant's
Notice of Disagreement  was given,  each appoint an Appraiser for the purpose of
determining  the  Market  Rent.  An  "Appraiser"  shall  mean a  duly  qualified
impartial  real estate  appraiser  who is a member of the American  Institute of
Real Estate  Appraisers and who has at least 10 years'  experience in appraising
properties  in  Central  New  Jersey.  In the event that the two  Appraisers  so
appointed  fall to agree as to the Market  Rent within a period of 30 days after
the  appointment of the second  Appraiser,  such two Appraisers  shall forthwith
appoint  a  third  Appraiser  who  shall  make a  determination  within  30 days
thereafter,  if such two  Appraisers  fail to agree  upon such  third  Appraiser
within 10 days following the last 30 day period,  such third  Appraiser shall be
appointed by the Monmouth  County  Assignment  Judge of the New Jersey  Superior
Court.  Such two  Appraisers  or  three  Appraisers,  as the case may be,  shall
proceed with all reasonable  dispatch to determine the Market Rent. The decision
of such Appraisers shall be final;  such decision shall be in writing and a copy
shall be delivered  simultaneously  to Landlord and Tenant.  if such  Appraisers
fail to deliver their decision as set forth above prior to the  commencement  of
the  Renewal  Term,  Tenant  shall pay  Landlord  the


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<PAGE>

base  rent  and tax  expense  increases  at the  rate as of the  last day of the
Initial  Term,  until such  decision  is so  delivered,  if the  Market  Rent as
determined above is in excess of the actual rent paid, then Tenant, upon demand,
shall pay to Landlord the difference between the actual rent paid and the Market
Rent from the  commencement of the Renewal Term.  Landlord and Tenant shall each
be  responsible  for and shall pay the fee of the  Appraiser  appointed  by them
respectively,  and Landlord and Tenant shall share  equally the fee of the third
Appraiser.

      In no event will the rent for the first year of the First  Renewal Term be
less than the rent for the last year of the Initial Term.

      Once the Market Rent is determined for the first year of the Renewal Term,
the Rent shall  increase  by three  percent  (3%) for each year during the first
Renewal Term.

      Rent for the first year of the Second  Renewal Term shall be determined on
the basis of the Market  Rent  formula set forth  hereinabove.  In no event will
Rent for the first year of the second Renewal Term be less than the Rent for the
last year of the first Renewal Term.  Once the Market Rent is determined for the
first  year of the  second  Renewal  Term,  the  Rent  shall  increase  annually
thereafter at the rate of three percent (3%).


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