Exhibit 10.16

THIS LEASE AGREEMENT, made the 19th day of Feb., 2002

between Bay Operating Company LLC (Leonard Edwards and Frederick J. Rast III),

of PO Box 269, Atlantic Highlands, New Jersey in the County of Monmouth,  herein
designated as the Landlord,

and Two River Community Bank, 1250 Highway 35, S., Middletown, NJ  07748,

herein designated as Tenant;

Witnesseth  that,  the  Landlord  does hereby lease to the Tenant and the Tenant
does hereby rent from the Landlord,  the  following  described  premises:  First
floor "retail  space" entire right side suite (south side) (Highway 36 side) for
a lease  period of 60 months  commencing  as of 1 March,  2002,  with  three (3)
renewal  terms of five (5) years each.  Address Blk. 97, Lt. 7, 84 First Avenue,
Atlantic Highlands, NJ 07716.

Upon the following Conditions and Covenants:

      1st : The Tenant covenants and agrees to pay the Landlord, as rent for and
during the term hereof, as follows:  To start at $1,000 per month for the entire
right  side  suite.  The rent for the term of this  lease  will be a minimum  of
$60,000 plus any rent increases pursuant to this lease agreement. (See addendum)

      2nd:  The Tenant has examined the premises and has entered into this lease
without  any  representation  on the part of the  Landlord  as to the  condition
thereof.  The  Tenant  shall  take  good care of the  premises  and shall at the
Tenant's own cost and  expense,  make any repairs,  alterations,  interior  wall
changes, including painting, decorating, additional air conditioning, additional
plumbing,  electrical equipment,  or alterations and shall maintain the premises
in good condition and state of repair, and at the end or other expiration of the
term hereof,  shall deliver up the rented  premises in good order and condition.
Wear and tear from a  reasonable  use  thereof,  and damage by the  elements not
resulting  from the neglect or fault of the Tenant,  excepted.  The Tenant shall
neither  encumber nor  obstruct  the  sidewalks,  driveways,  yards,  entrances,
hallways and stairs,  but shall keep and maintain the same in a clean condition,
free from debris, trash, refuse, snow and ice.

      3rd: The Tenant shall promptly  comply with all laws,  ordinances,  rules,
regulations,  requirements  and  directives of the Federal,  State and Municipal
Governments  or Public  Authorities  and of all their  departments,  bureaus and
subdivisions,  applicable  to and  affecting  the said  premises,  their use and
occupancy, for the correction, prevention and abatement of nuisances, violations
or other  grievances in, upon or connected  with the said  premises,  during the
term  hereof;   and  shall  promptly   comply  with  all  orders,   regulations,
requirements  and  directives  of the  Board  of Fire  Underwriters  or  similar
authority and of any insurance companies which have issued or are about to issue
policies of insurance  covering  the said  premises  and its  contents,  for the
prevention of fire or other casualty, damage or injury, at the Tenant's own cost
and expense.

      4th: The Tenant shall not assign,  mortgage or hypothecate this lease, nor
sublet or  sublease  the  premises  or any part  thereof;  nor occupy or use the
leased  premises  or any part  thereof,  nor  permit  or  suffer  the same to be
occupied  or used for any  purposes  other than as herein  limited,  nor for any
purpose deemed unlawful, disreputable, or extra hazardous, on

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account of fire or other casualty, without consent of the Landlord. Consent will
not be unreasonably withheld.

      5th: No  alterations,  additions  or  improvements  shall be made,  and no
climate  regulating,  air conditioning,  cooling,  heating or sprinkler systems,
television or radio antennas, heavy equipment,  apparatus and fixtures, shall be
installed  in or  attached  to the leased  premises,  without the consent of the
Landlord.  Unless otherwise provided herein, all such alterations,  additions or
improvements  and  systems,  when made,  installed  in or  attached  to the said
premises,  shall  belong to and become the property of the Landlord and shall be
surrendered  with the premises and as part thereof upon the expiration or sooner
termination of this lease,  without  hindrance,  molestation or injury.  Consent
will not be  unreasonably  withheld.  Landlord  agrees  that the Tenant  will be
allowed to install  interior walls,  change the flooring,  add plumbing and wall
structures within their rented area, at their own expense with the understanding
that all renovations will be performed by licensed  individuals who are licensed
in compliance  with the various laws of both Federal and State  agencies,  where
appropriate.

      6th: In case of fire or other  casualty,  the Tenant shall give  immediate
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notice to the Landlord.  If the premises shall be partially damaged by fire, the
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elements or other  casualty,  the Landlord  shall repair the same as speedily us
practicable,  but the Tenant's  obligation to pay the rent  hereunder  shall not
cease.  If, in the opinion of the Landlord,  the premises he so extensively  and
substantially damaged as to render them untenantable,  then the rent shall cease
until  such  time as the  premises  shall be made  tenantable  by the  Landlord.
However,  if, in the opinion of the Landlord,  the premises be totally destroyed
or so  extensively  and  substantially  damaged  as  to  require  practically  a
rebuilding  thereof.  then  the  rent  shall  be  paid  up to the  time  of such
destruction and then and from thenceforth this lease shall come to an end. In no
event  however,  shall the  provisions  of this clause  become  effective  or be
applicable,  if the fire or other casualty and damage shall be the result of the
carelessness,  negligence  or  improper  conduct of the  Tenant or the  Tenant's
agents. employees, guests, licensees,  invites, assignees or successors. In such
case, the Tenant's  liability for the layillent of the rent and the  performance
of all the  covenants,  conditions  and terms hereof on the Tenant's  part to be
performed  shall continue and the Tenant shall be liable to the Landlord for the
damage and loss suffered by the  Landlord,  lithe Tenant shall have been insured
against any of the risks herein  covered,  then the  proceeds of such  insurance
shall be paid over to the  Landlord  to the extent of the  Landlord's  costs and
expenses to make the repairs  hereunder,  and such insurance carriers shall have
no recourse against the Landlord for reimbursement.

      7th:  The Tenant  agrees  that the  Landlord  and the  Landlord's  agents,
employees or other representatives,  shall have the right to enter into and upon
the said premises or any part thereof,  at all  reasonable  hours to include off
hours of normal  business,  for the purpose of examining the same or making such
repairs  or  alterations  therein  as  may  he  necessary  for  the  safety  and
preservation  thereof.  This clause  shall not be deemed to be a covenant by the
Landlord nor he construed to create an obligation on the part of the Landlord to
make such inspection or repairs.

      8th : In case of the  destruction  of or any  damage  to the  glass in the
leased  premises,  or the destruction of or damage of any kind whatsoever to the
said premises, caused by the carelessness, negligence or improper conduct on the
part  of the  Tenant  or the  Tenant's  agents,  employees,  guests,  licensees,
invites,  assignees  or  successors,  the tenant shall repair the said

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damage or replace or restore any destroyed parts of the premises, as speedily as
possible, at the Tenant's own cost and expense.

      9th:  The  Tenant  shall not place nor allow to be placed any signs of any
kind whatsoever, upon, in or about the said premises or any part thereof, except
of a design  and  structure  and in or at such  places as may be  indicated  and
consented to by the Landlord. Consent will not be unreasonably withheld. In case
the Landlord or the Landlord's agents,  employees or representatives  shall deem
it  necessary  to remove any such signs in order to paint or make unit  repairs.
alterations or improvements  in or upon said premises or any part thereof,  they
may be so removed, but shall he replaced at the Landlord's expense when the said
repairs,  alterations  or  improvements  shall  have been  completed.  Any signs
permitted  by the  Landlord  shall  at all  times  conform  with  all  municipal
ordinances or other laws and  regulations  applicable  thereto.  The tenant will
agree to relocate the current signage of the current tenant  Montanti's Deli, so
as to allow for the tenant to place their sign above their space.

      10th:  The Landlord shall not be liable for any damage or injury which may
be sustained by the Tenant or any other person. as a consequence of the failure,
breakage,  leakage or obstruction of the water, plumbing. steam, sewer, waste or
soil pipes, roof, drains, leaders, gutters,  valleys,  downspouts or the like or
of  the  electrical,  gas,  power,  conveyor,   refrigeration,   sprinkler,  air
conditioning or heating systems,  elevators or hoisting equipment:  or by reason
of the  elements:  or resulting  from the  carelessness,  negligence or improper
conduct on the part of any other Tenant or of the Landlord or the  Landlord's or
this or any  other  Tenant's  agents,  employees,  guests,  licensees,  invites,
assignees or successors:  or attributable to any interference with, interruption
of or  failure,  beyond  the  control of the  Landlord,  of any  services  to be
furnished or supplied by the Landlord.

      11th : This lease shall not be a lien against the said premises in respect
to any mortgages that nay hereafter he placed upon said premises.  The recording
of such  mortgage or  mortgages  shall have  preference  and  precedence  and he
superior and prior in lien to this lease,  irrespective of the date of recording
and the Tenant agrees to execute an  instruments,  without  costs,  which may be
deemed necessary or desirable, to further effect the subordination of the lease.

to any such  mortgage  or  mortgages.  A refusal by the  Tenant to execute  such
instruments  shall  entitle the Landlord to the option of canceling  this lease,
and the term hereof is hereby expressly limited accordingly.

      12th:  The Tenant must this day agree to pay the Landlord one and one half
month's rent at the S 1,000 per month rate,  $1,500.00  as security  deposit for
the payment of the rent  hereunder  and the full and faithful  performance h the
Tenant  of the  covenants  and  conditions  on the  part  of  the  Tenant  to be
performed.

      13th:  If for any reason it shall be  impossible  to obtain fire and other
hazard insurance on the buildings and improvements on the leased premises, in an
amount and in the form and in insurance  companies  acceptable  to the Landlord,
the Landlord  may, if the Landlord so elects at any time  thereafter,  terminate
this lease and the term hereof, upon giving to the Tenant fifteen days notice in
writing of the Landlords intention so to do, and upon the giving of such notice,
this  lease and the term  thereof  shall  terminate.  If by reason of the use to
which the premises are put by the `tenant or character of or the manner in which
the  Tenants  business  is carried  on, the  insurance  rates for fire and other
hazards shall be increased,  the Tenant shall upon demand,  pay to the Landlord,
as rent,  the amounts by which the premiums for such  insurance  are  increased.

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Such  payment  shall be paid  with the next  installment  of rent but in no case
later than one month after such demand, whichever occurs sooner.

      14th:  The Tenant shall pay when due all the rents or charges for water or
other utilities used by the Tenant, which are or may be assessed or imposed upon
the  leased  premises  or which are or may be  charged  to the  Landlord  by the
suppliers  thereof during the term hereof and if not paid, such rents or charges
shall be added to and become payable as additional  rent with the installment of
rent next due or within 30 days of demand therefore, whichever occurs sooner.

      15th:  If the land and  premises  leased  herein,  or of which the  leased
premises are a part, or any part of thereof, shall he taken under eminent domain
or condemnation proceedings, or it's suit or other action shall be instituted or
the taking or  condemnation  thereof,  or if in lieu of any formal  condemnation
proceedings  or actions,  the Landlord  shall grant an option to purchase and or
shall  sell  and  convey  the  said  premises  or any  portion  thereof,  to the
governmental or other public authority,  agency, body or public utility, seeking
to take said land and premises or any portion  thereof,  then this lease, at the
option of the  Landlord,  shall  terminate,  and the term hereof shall end as of
such date as the Landlord  shall fix by notice in writing;  and the Tenant shall
have no claim or right to claim or be entitled to any portion ninny amount which
may be awarded as damages or paid as the result of such condemnation proceedings
or paid as the purchase  price for such option,  sale or  conveyance  in lieu of
formal  condemnation  proceedings;  and all rights of the Tenant to damages,  if
any,  are hereby  assigned  to the  Landlord.  The Tenant  agrees to execute and
deliver  any  instruments,  at the  expense  of the  Landlord,  as may be deemed
necessary or required to expedite any condemnation  proceedings or to effectuate
a proper  transfer  of title to such  governmental  or other  public  authority,
agency.  body or public  utility  seeking to take or acquire  the said lands and
premises or any portion  thereof.  The Tenant covenants and agrees to vacate the
said premises,  remove all the Tenant's personal property  therefrom and deliver
up  peaceable  possession  thereof  to  the  Landlord  or to  such  other  party
designated by the Landlord in the aforementioned  notice.  Failure by the Tenant
to comply with any  provisions  in this clause shall  subject the Tenant to such
costs,  expenses.  damages and losses as the Landlord may incur by reason of the
Tenant's breach hereof.

      16th:  Upon the  occurrence of any of the  contingencies  set forth in the
preceding clause,  or should the Tenant he adjudicated a bankrupt.  insolvent or
placed in  receivership,  or should  proceedings be instituted by or against the
Tenant for  bankruptcy,  insolvency,  receivership,  agreement of composition or
assignment  for the benefit of  creditors  or ii this lease or the estate of the
Tenant hereunder shall pass to another by virtue of any court proceedings,  writ
of  execution,  levy,  sale or by operation  of law,  the  Landlord  may, if the
Landlord so elects,  at any time  thereafter,  terminate this lease and the term
liereot upon giving to the Tenant or to any trustee, receiver, assignee or other
person in charge of or acting as  custodian  of the  assets or  property  of the
Tenant, five days notice in writing, of the Landlord's  intention so to do. Upon
the giving of such notice,  this lease and the term hereof shall end on the date
fixed in such notice as if the said date was the date  originally  fixed in this
lease for the expiration hereof; and the Landlord shall have the right to remove
all persons,  goods,  fixtures and chattels  therefrom,  by force or  otherwise,
without liability for damages.

      17th: Any equipment,  fixtures, goods or other property of the Tenant, not
removed by the Tenant upon the  termination of this lease, or upon any quitting,
vacating or  abandonment  of the  premises by the Tenant,  or upon the  Tenant's
eviction,  shall be  considered  as abandoned  and the  Landlord  shall have the
right,  without any notice to the Tenant,  to sell or  otherwise  dispose of

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the same,  at the expense of the  Tenant,  and shall not be  accountable  to the
Tenant lot any part of the proceeds of such sale, if any.

      18th:  If the Tenant  shall fail or refuse to comply  with and perform any
conditions and covenants of the within lease,  the Landlord may, if the Landlord
so elects, carry out and perform such conditions and covenants,  at the cost and
expense of the Tenant, and the said cost and expense shall be payable on demand,
or at the option of the Landlord  shall be added to the  installment of rent due
immediately  thereafter  but in no case later than one month after such  demand,
whichever occurs sooner, and shall be due and payable as such. This remedy shall
be in addition to such other  remedies as the  Landlord  may have  hereunder  by
reason of the breach by the Tenant of any of the  covenants  and  conditions  in
this lease contained.

      19th:  This  lease  and the  obligation  of the  Tenant  to pay  the  rent
hereunder and to comply with the covenants and conditions  hereof,  shall not be
affected,  curtailed, impaired or excused because of the Landlord's inability to
supply any service or material called for herein,  by reason of any rule, order,
regulation or  preemption by any  governmental  entity,  authority,  department,
agency or subdivision or for any delay which may arise by reason of negotiations
for the  adjustment of any fire or other  casualty loss or because of strikes or
other labor trouble or for any cause beyond the control of the Landlord.

      20th: The terms, conditions,  covenants and provisions of this lease shall
be deemed to be severable.  If any clause or provision herein contained shall be
adjudged to be invalid or unenforceable by a court of competent  jurisdiction or
by  operation  of any  applicable  law, it shall not affect the  validity of any
other clause or  provision  herein.  hut such other  clause or  provision  shall
remain in full force and effect.

      21st: The various rights, remedies, options and elections of the Landlord,
expressed  herein,  are  cumulative,  and the failure of the Landlord to enforce
strict  performance  by the Tenant of the conditions and covenants of this lease
at to  exercise  any  election  or option or to resort or have  recourse  to any
remedy herein  conferred or the acceptance by the Landlord of any installment of
rent after any breach by the Tenant, in any one or more instances,  shall not be
construed  or deemed to be a waiver or a  relinquishment  for the  future by the
Landlord of any such conclusion and covenants,  options,  elections or remedies,
but the same shall continue in full force and effect.

      22nd:  All notices  required  under the terms of this lease shall be given
and shall be complete by mailing such notices by certified or  registered  mail,
return receipt requested,  to the address of the parties as shown at the head of
this lease,  or to such other  address as may be  designated  in writing,  which
notice of change of address shall be given in the same manner.

      23rd: The Landlord covenants and represents that the Landlord is the owner
of the  premises  herein  leased and has the right and  authority to enter into,
execute and deliver  this lease;  and does further  covenant  that the Tenant on
paying the rent and performing the  conditions and covenants  herein  contained,
shall and may peaceably and quietly have,  hold and enjoy the leased premises of
the term aforementioned.

      24th:  This lease  contains the entire  contract  between the parties.  No
representative,  agent or employee of tile Landlord has been  authorized to make
any representations or promises with reference to the within letting or to vary,
alter or modify  the terms  hereof.  No  additions,

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changes or modifications, renewals or extensions hereof, shall be binding unless
reduced to writing and signed by the Landlord and Tenant.

      25th: Any increase of Landlord's  insurance costs above the cost presently
paid by  Landlord  for fire and  liability  coverage  on the  property  which is
directly  attributable to the Tenant's business  conducted on the property shall
be paid to the Landlord as additional rent upon presentation of a bill to Tenant
from Landlord.

      26th:  All  repairs  required  during the term of this lease  shall be the
responsibility  of the  Tenant  in  tenants  identified  areas.  Landlord  shall
however, be responsible for the roof,  furnace,  building  facilities,  aild air
conditioning  ss thin the  commonly  shared  areas of the  building,  unless the
Tenant  or  tile  Tenant's  representatives.  agents  or  clients  are  directly
responsible for a negligent act which causes damage thereto. In addition, if the
Tenant  so  desires  to  change  any of the  plumbing  facilities  within  their
designated  area,  they are to do so at their own cost,  such as  renovation  or
expansion of tile bathroom facilities, or specialized equipment.

      27th:  No  structural  changes  shall be made to the property  without the
Landlord's specific prior written consent.

      28th:  Tenant  shall not allow the heat to go below 60 degrees at any time
within the rented space  regardless if the Tenant continues to occupy the rented
space or not during the terms of this lease  agreement.  Also, the Tenant agrees
that  regardless  of  whether  they  occupy the  rented  space or not,  they are
responsible to maintain electricity on within the rented space.

      29th: A 5% late charge will be due for each monthly  payment  which is not
received by the Landlord  within 7 days of its due date.  Rent is due on the 1st
day of every month.

      30th:  No  hazardous  substances  shall  be  kept on the  premises  and no
hazardous or illegal activities shall he allowed to take place on the premises.

      31st:  By entering into the terms of this lease  agreement,  Bay Operating
Co., LLC and Two River Community Bank agree to the following stipulations:

            a. Tenant will be  responsible  to pay all utilities in their leased
            area, to include but not limited to. electric, gas. water, and phone
            expenses.  All utilities will be separately  metered and will be the
            responsibility of the Tenant to maintain, except for the water meter
            which meters  water and sewer use for the entire  first  floor.  The
            exact percentage to be paid by Tenant will be determined.

            b. No utility service work electric or plumbing,  etc., will be done
            within the building unless the service personnel are licensed by the
            appropriate state and/or federal licensing agencies (i.e.,  licensed
            electricians,  licensed  plumbers).  All such  repair  work  will be
            reported to the Landlord immediately.

            c. The Tenant  will be fully  responsible  for all Tenant  telephone
            costs within Tenant's designated area.

            d. The  Tenant  will be  responsible  for timely  payment  for their
            separately  metered  water  consumption  and  sewage  bill for their
            portion of their designated  area.  Landlord will submit the bill to
            tenant based on a predetermined formula to be determined.

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                  e. The Tenant agrees to utilize and maintain the fire alarm
                  systems. The Tenant agrees that during all off-hours, they
                  will activate their own alarm systems and to maintain the
                  alarm system.

                  f. Tenant, at their own expense, must clean and keep clean,
                  all of their leased areas to include the front sidewalk area,
                  windows, displays, any exterior table they may install on the
                  sidewalk, to include snow removal, if necessary. and general
                  tidiness and cleanliness of the front portion of the exterior
                  of the building as it relates to the rented space. The snow
                  removal is a requirement for the Tenant to remove snow from
                  the total sidewalk area in the immediate front of their rented
                  space. In addition to snow removal, they will take whatever
                  steps is necessary to prevent against icing conditions on the
                  sidewalk directly in front of their total leased space.

                  g. During the term of this lease agreement on the anniversary
                  date of each 12 month segment, the Landlord has the option to
                  increase the rent to the Tenant based on the increased
                  operational costs for the rented by the Tenant specifically
                  increases in taxes, possibly increases in insurance. A 2.5%
                  per year automatic rent increase, at a minimum, will be
                  imposed. The formula for "additional rent" as it relates to
                  tax increases, is that when the Landlord receives tax
                  increases with regard to the structure, said tax increases
                  will then be divided by the total square footage of the
                  building. The Tenant will pay a rent increase based upon the
                  square footage occupied within the building.

                  h. Tenant, in consideration of the current Tenant (Montanti's)
                  vacating a portion of their leased space. agrees to pay half
                  of Montanti's rent $600 to the Landlord for the month of
                  February 2002 only.

      Also,  this  Tenant  agrees,  at  their  expense,   to  not  only  do  the
construction  required to isolate their space from the Montanti's  space, but to
provide any  electric  work needed to provide  Montanti's  with wall  outlets in
areas identified by them for them to move some of their equipment to the smaller
left side suite. All electrical outlets will be tied exclusively into Montanti's
one or two electric  meters of which they are  customers of record.  Thereafter,
all  electrical  fees will be  totally  separated  between  the two first  floor
suites. Each Tenant will be responsible for their electric consumption.

      32nd: The Tenant hereby agrees to obtain and maintain adequate renters and
fire insurance to protect the interest of the Landlord, with regard to potential
property  damage  and/or  liability  which may be  encumbered as a result of the
Tenant's business operations to include invited guests,  agents and employees of
the Tenant.  Pursuant to a  requirement  for insurance and proof of insurance in
order to  satisfy  the lease  agreement,  a minimum  of one  million  dollars of
general  liability  insurance  policy must be provided by Tenant.  Also,  a fire
insurance  in an amount to he  identified  to  protect  tile  rented  space area
reconstruction  must be maintained  and proof must be provided to tile Landlord.
The Landlords as a separate entity, as well as the individuals Frederick J. Rast
III and Leonard  Edwards must also be held harmless and identified as covered by
the Tenant's required insurance policies.

      The Landlord may pursue the relief or remedy sought in any invalid clause,
by  conforming  the said  clause  with the  provisions  of the  statutes or tile
regulations of any

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governmental  agency  in  such  case  made  and  provided  as if the  particular
provisions of the applicable  statutes or  regulations  were set forth herein at
length.

      In all references herein to any parties, persons, entities or corporations
the use of any particular gender or the plural or singular number is intended to
include the appropriate  gender or number as the text of the within  ilstrunlcnt
mar require.  All the terms,  covenants and conditions herein contained shall be
for and shall  inure to the  benefit  of and shall bind the  respective  parties
hereto,  and  their  heirs,   executors,   administrators,   personal  or  legal
representatives. successors and assignees.

IN WITNESS  WHEREOF,  the parties hereto have hereunto set their hands and agree
to all of the terms of this lease agreement.

Signed, Sealed and Delivered
in the presence of
or Attested by

/s/ Jean Nelson Crosby   2/22/02
--------------------------------
Jean Nelson Crosby                        /s/ Frederick J. Rast III
                                          ----------------------------------
                                          Frederick J. Rast III     Landlord
/s/ Michael J. Gormley                    Bay Operating Co., LLC
--------------------------------
                  Witness

/s/ Barry B. Davall, President            /s/ Leonard Edwards
--------------------------------          ----------------------------------
                  Witness                 Leonard Edwards            Landlord
                                          Bay Operating Co., LLC


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                                    ADDENDUM

On the first day of the second and each  subsequent  Lease Year  throughout  the
Term,  the  basic  rent  payable  by  Tenant  shall be  increased  by an  amount
determined by  multiplying  the Basic Rent payable during the then current Lease
Year by the  greater of the (i) CPI  Increase  or (ii) 2.5% but at no time shall
the annual Basic Rent  increase be greater than 5%. The term CPI Increase  shall
mean a fraction,  expressed as a decimal,  the numerator of which is the Current
CPI  minus  the Prior CPI and the  denominator  of which is the Prior  CPI.  The
"Current  CPI" is the CPJ for the  calendar  month that is three months prior to
the first  calendar month of the Lease Year for which the Basic Rent increase is
being  calculated  and the "Prior CPI" is the CPI for the calendar month that is
fifteen months prior to the first calendar month of the Lease Year for which the
Basic Rent increase is being calculated. The term "CPI" shall mean the "Consumer
Price Index for All Urban  Consumers  (CPI-U)"  published by the Bureau of Labor
Statistics of the United States  Department of Labor,  All Items (19 100),  U.S.
City Average, or any successor index thereto, appropriately adjusted. If the CPI
ceases to be published and there is no successor thereto,  such other government
or  non-partisan  index  or  computation  shall  be used  which  would  obtain a
substantially similar result as if the CPI has not been discontinued.


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