Exhibit 10.13

THIS LEASE AGREEMENT, made the 22nd day of June 1999,

      Between

                                SETH BELLER TRUST

residing or located at c/o Mr. Robert Beller,  1005 Dickinson Circle in the City
of Raleigh in the County of Wake and State of North Carolina,  herein designated
as the Landlord,

      And

                                    TRB, LLC,

residing or located at 43 Gilbert Street North in the Borough of Tinton Falls in
the County of Monmouth and State of New Jersey, herein designated as the Tenant;

      Witnesseth  that,  the  Landlord  does hereby  lease to the Tenant and the
Tenant does hereby rent from the Landlord, the following described premises:

      Tract B as set forth on  Exhibit  "A" on the first  floor of a  (building)
comprising  of  approximately  5,300  square feet  located in a shopping  center
(Shopping  Center)  at 1184 Route 35 and New  Monmouth  Road,  Middletown,  N.J.
07748,

for a term of Ten (10)  years and seven (7) months  commencing  on June 1, 1999,
and ending on December 31, 2009,  to be used and occupied  only and for no other
purpose than a retail bank

      Upon the following Conditions and Covenants:

      1st: The tenant  covenants and agrees to pay to the Landlord,  as rent for
and during the term hereof, the sum of $ **See Rider** in the following manner:

      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 all  repairs,*  including  painting  and
decorating,**  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.

      *but not limited to               **Plumbing and HVAC

      3rd:  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,
invitees, subtenants,  assignees or successors, the Tenant shall repair the said
damage or replace or restore any destroyed parts of the premises, as speedily as
possible, at the Tenant's own cost and expense.

      4th: 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 written 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.

<PAGE>

      5th:  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 in writing.  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 any repairs,  alterations or  improvements in or
upon said  premises or any part  thereof,  they may be so removed,  but shall be
replaced  at the  Landlord's  expense  when  the  aid  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. **see rider**

      6th:  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.

      7th: 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.

      8th: The Tenant, at Tenant's own cost and expense, shall obtain or provide
and keep in full force for the benefit of the Landlord,  during the term hereof,
general public  liability  insurance,  insuring the Landlord against any and all
liability or claims of liability arising out of, occasioned by or resulting from
any accident or  otherwise  in or about the leased  premises for injuries to any
person or persons, for limits of not less than $2,000,000.00 for injuries to one
person  and  $3,000,000.00  for  injuries  to more  than one  person  in any one
accident or occurrence,  and for loss or damage to the property of any person or
persons, or not less than $50,000.00.  The policy or policies of insurance shall
be of a company or companies  authorized  to do business in this State and shall
be  delivered  to the  Landlord,  together  with  evidence of the payment of the
premiums therefore,  not less than fifteen days prior to the commencement of the
term  hereof  or of the date  when the  Tenants  shall  enter  into  possession,
whichever  occurs  sooner.  At lest  fifteen  days  prior to the  expiration  or
termination date of ay policy, the Tenant shall deliver a renewal or replacement
policy  with proof of the  payment of the  premium  therefore.  The Tenant  also
agrees to and shall save, hold and keep harmless and indemnify the Landlord from
and for any and all payments,  expenses,  costs,  attorney fees and from and for
any and all claims and liability for losses or damage to property or injuries to
persons  occasioned wholly or in part by or resulting from any acts or omissions
by the Tenant or the Tenant's agents, employees,  guests,  licensees,  invitees,
subtenants,  assignees  or  successors,  or for any cause or  reason  whatsoever
arising  out of or by reason of the  occupancy  by the Tenant and the conduct of
the Tenant's business.

      9th:  The Tenant  shall not,  without  consent  of the  Landlord,  assign,
mortgage or hypothecate  this lease,  nor sublet or sublease the premises or any
part thereof. See Rider Paragraph 47.

      10th:  The Tenant shall not 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 account of fire or other casualty.

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

<PAGE>

Landlord  to the option of  canceling  this lease and the term  hereof is hereby
expressly limited accordingly.

      12th.  If the land and  premises  leased  herein,  or of which the  leased
premises are a part, or any portion thereof, shall be taken under eminent domain
or condemnation proceedings,  or if suit or other action shall be instituted for
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  of any  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.

      13th: In case of fire or other  casualty,  the Tenant shall give immediate
notice to the Landlord.  If the premises shall be partially damaged by fire, the
elements or other  casualty,  the Landlord  shall repair the same as speedily as
practicable,  but the Tenant's  obligation to pay the rent  hereunder  shall not
cease.  If, in the opinion of the Landlord,  the premises be 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 an 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,  invitees,  subtenants,   assignees  or
successors. In such case, the Tenant's liability for the payment 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.  If the 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.

      14th:  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.

      15th:  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, for the purpose
of examining  the same or making such repairs or  alterations  therein as may be
necessary  for the safety and  preservation  thereof.  This clause  shall not be
deemed to be a covenant by the Landlord nor be construed to create an obligation
on the part of the Landlord to make such inspection or repairs.

<PAGE>

      16th: The Tenant agrees to permit the Landlord and the Landlord's  agents,
employees or other  representatives  to show the premises to persons  wishing to
rent or purchase the same,  and Tenant  agrees that on and after  twelve  months
next preceding the expiration of the term hereof, the Landlord or the Landlord's
agents, employees or other representatives shall have the right to place notices
on the front of said  premises or any part  thereof,  offering  the premises for
rent or for sale;  and the  Tenant  hereby  agrees to permit  the same to remain
thereon without hindrance or molestation. **See Rider**

      17th:  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  Landlord's  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  Tenant's  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.  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.

      18th: 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 the
same, at the expense of the Tenant,  and shall not be  accountable to the Tenant
for any part of the proceeds of such sale, if any.

      19th:  If there  should occur any default on the part of the Tenant in the
performance of any conditions and covenants herein  contained,  or if during the
term hereof the  premises or any part  thereof  shall be or become  abandoned or
deserted,  vacated  or  vacant,  or should  the  Tenant be  evicted  by  summary
proceedings or otherwise, the Landlord, in addition to any other remedies herein
contained  or as may be  permitted  by law,  may  either by force or  otherwise,
without being liable for prosecution therefor, or for damages, re-enter the said
premises  and the same have and again  possess  and enjoy;  and as agent for the
Tenant or  otherwise,  re-let the  premises  and receive the rents  therefor and
apply the same, first to the payment of such expenses,  reasonable attorney fees
and costs, as the Landlord may have been put to in re-entering and  repossessing
the same and in making such repairs and  alterations  as may be  necessary;  and
second to the payment of the rents due hereunder. The Tenant shall remain liable
for such rents as may be in arrears and also the rents as may accrue  subsequent
to the re-entry by the  Landlord,  to the extent of the  difference  between the
rents reserved  hereunder and the rents, if any, received by the Landlord during
the remainder of the unexpired term hereof,  after deducting the  aforementioned
expenses, fees and costs; the same to be paid as such deficiencies arise and are
ascertained each month.

      20th:  Upon the  occurrence of any of the  contingencies  set forth in the
preceding clause,  or should the Tenant be 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 if 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
hereof, 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.

      21st:  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,
airconditioning  or heating  systems,  elevators  or hoisting  equipment;  or by
reason of

<PAGE>

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,  invitees,  subtenants,
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.

      22nd: 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
or 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 conditions and covenants,  options,  elections or remedies,
but the same shall continue in full force and effect.

      23rd:  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.

      24th: 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,  but such other clauses or  provisions  shall
remain in full force and effect.

      25th:  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.

      26th: 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 for
the term aforementioned.

      27th:  This lease  contains the entire  contract  between the parties.  No
representative,  agent or employee of the 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,  changes  or  modifications,
renewals or extensions  hereof,  shall be binding  unless reduced to writing and
signed by the Landlord and the Tenant.

      28th: See Rider

      29th:  If any  mechanics' or other liens shall be created or filed against
the leased premises by reason of labor performed or materials  furnished for the
Tenant in the erection, construction, completion, alteration, repair or addition
to any building or  improvement,  the Tenant shall upon demand,  at the Tenant's
own cost and expense, cause such lien or liens to be satisfied and discharged of
record together with any Notices of Intention that may have been filed.  Failure
so to do, shall  entitle the Landlord to resort to such remedies as are provided
herein in the case of any  default of this  lease,  in  addition  to such as are
permitted by law.

      30th:  The Tenant  waives all rights of recovery  against the  Landlord or
Landlord's agents, employees or other representatives,  for any loss, damages or
injury of any nature  whatsoever  to property or persons for which the Tenant is
insured.  The Tenant  shall  obtain from  Tenant's  insurance  carriers and will
deliver to the Landlord,  waivers of the subrogation rights under the respective
policies.

<PAGE>

      31st:  The  Tenant has this day  deposited  with the  Landlord  the sum of
$12,366.00  as security for the payment of the rent  hereunder  and the full and
faithful  performance  by the Tenant of the covenants and conditions on the part
of the Tenant to be performed. Said sum shall be returned to the Tenant, without
interest,  after the expiration of the term hereof, provided that the Tenant has
fully and  faithfully  performed all such covenants and conditions and is not in
arrears in rent.  During the term hereof,  the Landlord  may, if the Landlord so
elects, have recourse to such security,  to make good any default by the Tenant,
in which event the Tenant shall,  on demand,  promptly  restore said security to
its original  amount.  Liability to repay said  security to the Tenant shall run
with the reversion and title to said  premises,  whether any change in ownership
thereof  be  by  voluntary  alienation  or  as  the  result  of  judicial  sale,
foreclosure or other proceedings,  or the exercise of a right of taking or entry
by any mortgagee.  The Landlord shall assign or transfer said security,  for the
benefit of the Tenant,  to any  subsequent  owner or holder of the  reversion or
title to said  premises,  in which case the assignee shall become liable for the
repayment  thereof as herein  provided,  and the assignor  shall be deemed to be
released  by the  Tenant  from all  liability  to  return  such  security.  This
provision  shall be applicable to every  alienation or change in title and shall
in no wise be  deemed to permit  the  Landlord  to  retain  the  security  after
termination  of the Landlord's  ownership of the reversion or title.  The Tenant
shall not mortgage, encumber or assign said security without the written consent
of the Landlord.

      A Rider is attached and made a part hereof.

      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 the
regulations of any 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  instrument
may 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 assigns.

      IN WITNESS  WHEREOF,  the parties hereto have hereunto set their hands and
seals, or caused these presents to be signed by their proper corporate  officers
and their proper  corporate  seal to be hereto  affixed,  the day and year first
above written.

      Signed, Sealed and Delivered          SETH BELLER TRUST
      in the presence of
      or Attested by
                                            By:    /s/ Beller,     Co-Trustee
                                                --------------------------------


                                            By:    /s/ Beller      Co-Trustee
                                                --------------------------------


                                                  /s/  [Tenant]
------------------------------------            --------------------------------
                                                                          Tenant


<PAGE>

STATE OF NEW JERSEY, COUNTY OF                            ss.:

      I Certify that on _______________, 19___, ________________________________
personally came before me and acknowledged under oath, to my satisfaction,  that
this person (or if more than one, each person):

      (a) is named in and personally signed this document; and

      (b) signed, sealed and delivered this document as his or her act and deed.


                                         _______________________________________
                                          (Print name and title below signature)

STATE OF NEW JERSEY, COUNTY OF                            ss.:

      I Certify that on _______________, 19___, ________________________________
personally  came  before me, and this  person  acknowledged  under  oath,  to my
satisfaction, that:

      (a) this person is the _____________________ secretary of ________________
the corporation named in this document;

      (b) this person is the  attesting  witness to the signing of this document
by the proper corporate officer who is  ___________________________________  the
___________________ President of the corporation;

      (c) this  document  was signed and  delivered  by the  corporation  as its
voluntary act duly authorized by a proper resolution of its Board of Directors;

      (d) this person knows the proper seal of the corporation which was affixed
to this document; and

      (e) this person signed this proof to attest to the truth of these facts.


Signed and sworn to before me on          ______________________________________
_________________, 19__.                  (Print name of attesting witness below
                                          signature)

_______________________________

                                      LEASE

                      ===================================



                                       TO



                      ===================================
                      Dated,                         , 19
                      ===================================

                      Expires,

                      Rent, $


                      Prepared by:

<PAGE>

                               ASSIGNMENT OF LEASE

      For one dollar and other good and  valuable  consideration,  the Tenant as
Assignor,  assigns  this  Lease and all the  Assignor's  rights  and  privileges
therein,  including any and all monies  deposited with the Landlord as security,
subject to all the terms,  covenants and conditions  contained therein;  and the
Assignee  accepts this Assignment of Lease and assumes and agrees to comply with
and be bound by the terms, covenants and conditions in said Lease contained. The
signature of the Landlord  hereto is evidence of the  Landlord's  consent to and
acceptance of this Assignment of Lease.


_________________________________           ____________________________________
                      Assignee                                          Assignor


                                            ____________________________________
                                                                        Landlord

<PAGE>

                                 RIDER TO LEASE

                                     BETWEEN

                          SETH BELLER TRUST AS LANDLORD

                                       AND

                               TRB, LLC. AS TENANT

                               DATED June 14, 1999

RIDER TO TERM CLAUSE
--------------------

      The term of the Lease  shall be for a term of ten (10) years and seven (7)
months  beginning  June 1,  1999  and  terminating  December  31,  2009.  If the
Commencement  Date is not the first day of a calendar  montht 6 0 , Tenant shall
pay to Landlord a prorated amount of the Monthly Basic Rent.

      The Landlord  acknowledges  that the Tenant has been formed by its members
for  the  specific  purpose  of  creating  a new,  state  chartered,  non-member
community bank (the "Bank"),  and that the successful  incorporation of the Bank
is  entirely  subject  to  the   discretionary   approval  of  those  regulatory
authorities  with  jurisdiction,  including,  but not  limited  to, the  Federal
Deposit  Insurance  Corporation  (the "FDIC") and the New Jersey  Department  of
Banking and  Insurance  ("NJDBI").  The  Landlord  agrees that this Lease may be
terminated  by the Tenant at any time on or before May 31,  2000,  but only if a
Certificate of Authority,  within the meaning of N.J.S.  17:9A-14,  has not been
issued by NJBDI for the Bank when the Tenant  takes the actions  required by the
following sentence to terminate the lease under this provision. Tenant agrees to
diligently pursue all regulatory  applications and approvals.  This Lease can be
terminated by the Tenant under this  provision only upon (i) the issuance by the
Tenant to the Landlord of written  notice of termination  under this  provision,
which  notice shall state that NJDBI has not issued a  certificate  of Authority
for the Bank as of the date of the issuance of the notice, and (ii) the delivery
by the Tenant to the Landlord,  directly or by disbursement  from any segregated
account, of thirty (30) days' rent at the rate in effect when the written notice
of termination is issued by the Tenant.  In the event that the Tenant terminates
this Lease under the terms of this provision, the termination shall be effective
immediately  upon the  satisfaction of the conditions set forth in the preceding
sentence, and shall be without further force and effect from that point forward.

RIDER TO RENT CLAUSE
--------------------

      The Basic Rent shall commence upon the Commencement Date and shall be paid
without  setoff or deduction  for any reason as follows:  Tenant  covenants  and
agrees to pay Basic Rent as follows:


                                        1
<PAGE>

                                 MONTHLY MINIMUM

          TERM                     RENT                     EXTENDED
          ----                     ----                     --------

     6/1/99-9/30/99              $3,100.00                 $12,400.00

    10/1/99-12/31/99             $4,100.00                 $12,300.00

     1/1/00-12/31/00             $6,183.00                 $74,196.00

     1/1/00-12/31/01             $6,183.00                 $74,196.00

     1/1/00-12/31/02             $6,183.00                 $74,196.00

     1/1/00-12/31/03             $6,183.00                 $74,196.00

     1/1/00-12/31/04             $6,183.00                 $74,196.00

     1/1/05-12/31/05             $7,111.00                 $85,332.00

     1/1/06-12/31/06             $7,111.00                 $85,332.00

     1/1/07-12/31/07             $7,111.00                 $85,332.00

     1/1/08-12/31/08             $7,111.00                 $85,332.00

     1/1/09-12/31/09             $7,111.00                 $85.332.00
                                                           ----------

         TOTAL                                             $822,340.00

      In the event any payment is not received  within ten (10) days of due date
or if a payment is received but is returned for insufficient  funds or otherwise
nonpayment  of the check,  Tenant  shall pay a five percent (5%) late charge for
each and every such event.  If the  Commencement  Date is not the first day of a
month, the first month's rent will be due upon commencement and will be adjusted
on a pro-rata basis to the end of that month.

      In the event  Tenant  receives  its charter  prior to December  31,  1999,
Tenant will pay the full monthly rent of $6,183.00 effective on the first of the
month following the receipt of the charter.

      Tenant agrees to prepay the first ten (10) months of rent in the amount of
$41,079 to an escrow  account at Wilentz  Goldman  and Spitzer to be used to pay
Landlord the monthly rent as due.

      Provided  Tenant  is not in  default  of any  part  of the  terms  of this
Agreement  and  further  provided  that  Tenant  should  continue  to occupy the
Premises,  Landlord does hereby grant to Tenant the right,  privilege and option
to extend this Lease for two (2) successive periods of five (5) years each under
the same terms and  conditions of this Lease in effect at the  expiration of the
original  term or extended term hereof and the rental paid for any option period
shall be the  amount  indicated  below.  Tenant,  if it elects to  exercise  any
option,  shall do so by giving  Landlord  written  notice at least  twelve  (12)
months prior to the  expiration of the original  term or each extended  term, as
the case may be.


                                       2
<PAGE>

      During each respective five (5) year option term, annual fixed rent shall
equal the "Fair Market Rental" for the Premises which sum shall be determined as
follows:

      (a)   Within  three  hundred  sixty  (360)  days  prior  to the end of the
            initial term or first option term,  as the case may be, but not less
            than one  hundred  eighty  (180) days  before the end of the initial
            term or first option term,  as the case may be, Tenant shall provide
            Landlord with notice that it intends to negotiate the fixed rent for
            such option term.  Following  Tenant's notice, but prior to Tenant's
            exercising its respective option, Landlord and Tenant shall meet and
            seek to determine  the annual fixed rent for the  respective  option
            term

      (b)   In the event Landlord and Tenant have not agreed upon the fixed rent
            for the  option  term as of the date  that  Tenant  is  required  to
            exercise  any  option,  then  within  a  fifteen  (15)  day  period,
            commencing  upon Tenant  exercising its option,  Landlord and Tenant
            shall  jointly  designate  a  licensed  MAI  appraiser  who is  fit,
            impartial  with  respect to the Landlord and Tenant and has at least
            ten (10)  years  experience  appraising  retail  space  in  Monmouth
            County, New Jersey to determine the Fair Market Rental.

      (c)   In the  event  the  parties  are  unable to  jointly  agree  upon an
            appraiser,  Landlord  and Tenant  agree to jointly  request that the
            President  or other  presiding  officer of the local  chapter of the
            American  Institute of Real Estate  Appraisers or such  successor or
            similar  organization  located  in or  closest  to  Monmouth  County
            appoint an appraiser with the qualifications  described above within
            thirty (30) days of such request. The parties shall be bound by such
            appointment.

      (d)   Within forty-five (45) days from the date the parties select or have
            an appraiser  appointed,  the appraiser  shall present  Landlord and
            Tenant with its current  appraisal.  The  decision of the  appraiser
            will be in writing and counterpart  copies will be delivered to each
            of the parties.  In rendering its decision,  the appraiser  will not
            add to or subtract from, or otherwise  modify the provisions of this
            Lease.  Such  decision of the  appraiser  shall be final and binding
            upon Landlord and Tenant. Fees and expenses of the appraiser and all
            other  expenses  of the  appraisal  will  be  borne  by the  parties
            equally.  Notwithstanding  the  Fair  Market  Rental  determination,
            within  fifteen  (15) days of receipt  of such final  determination,
            Tenant may  rescind the  exercise of its option,  in which event the
            Lease shall  terminate at the  expiration  of the then current term,
            and  Tenant  shall  reimburse  Landlord  for  Landlord's  reasonable
            expenses in obtaining the appraisal.

      (e)   The  Fair  Market   Rental  shall  be   determined  by  taking  into
            consideration  the fact that the  building is a  two-story  building
            containing  approximately  10,600 square feet. The Premises shall be
            appraised as if the building  were in its current  location with its
            then current zoning and being used for its then current retail use.

      (f)   If the option term shall have commenced  prior to the  determination
            of the Fair Market Rental,  fixed rent shall be one hundred  fifteen
            percent (115%) of the then


                                       3
<PAGE>

            current  fixed  rent  until  such  time as  Fair  Market  Rental  is
            established  as  provided by the terms of this  paragraph.  Upon the
            determination of the Fair Market Rental, Tenant shall be credited on
            its next monthly payment for the fixed rent it has paid in excess of
            the fixed rent due and payable or Tenant  shall  reimburse  Landlord
            for the  fixed  rent  currently  due and  payable  within  ten  (10)
            business days.

      (g)   In no event shall the Fair Market  Rental during the option terms be
            less than the fixed rent for last Lease Year of the preceding term.

RIDER TO PARAGRAPH 2- REPAIRS AND CARE
--------------------------------------

      Landlord's sole obligation to repairs and care of the subject  Premises is
specifically  limited to the building  structure and roof, which Landlord agrees
to maintain in good, safe and sanitary  condition  except for acts caused by the
neglect or fault of the Tenant.  At the beginning of the lease,  Landlord  shall
provide the HVAC in proper operating  condition.  Tenant  acknowledges  that all
subsequent   repair  and  maintenance  of  the  HVAC  system  is  tenant's  sole
responsibility.  With respect to all other obligations pertaining to repairs and
care,  Tenant  covenants  and agrees to maintain,  repair,  replace and keep the
Premises and all improvements,  fixtures and personal property thereon, in good,
safe and  sanitary  condition,  order  and  repair  and in  accordance  with all
applicable laws, ordinances,  order, rules and regulations  (including,  without
limitation,   the  Americans  with   Disabilities  Act  "ADA")  of  governmental
authorities having  jurisdiction,  now existing or hereafter enacted; to pay all
costs and  expenses in  connection  therewith;  and to contract  for the same in
Tenant's own name.  Tenant shall be responsible for fifty (50%) of all costs and
expenses of  replacement,  maintenance  and repair of the rear  easement that is
adjacent to the Leased Premises (Tenant acknowledges that the rear easement area
extends  the  entire  length of  Landlord's  property  but that  this  Tenant is
responsible  solely for that  portion  which  abuts and  attaches  to the Leased
Premises).  All maintenance  and repairs by Tenant shall be done promptly,  in a
good and workmanlike  fashion,  and without  diminishing the original quality of
the Premises or the property.  Tenant shall not be responsible for and shall not
bear the costs and expenses of replacement of, or extraordinary  maintenance and
repairs to, roofs,  exterior walls, and structural  elements of the Building and
improvements.

RIDER TO PARAGRAPH 4- ALTERATIONS. IMPROVEMENTS
-----------------------------------------------

      Tenant may not make any structural or interior  alterations  which changes
the Premises from the condition that existed at the time Tenant takes possession
thereof.  If Tenant  desires to have  alterations  made,  Tenant  shall  provide
Landlord's  managing agent with two (2) complete sets of construction  drawings,
and such agent shall then  determine the cost of the work to be done pursuant to
such drawings and submit the cost to Tenant. Tenant may then either agree to pay
Landlord the cost, in which event  Landlord  shall cause the work  pertaining to
structural  alterations  to be done,  or Tenant may  withdraw  its  request  for
alterations.  With respect to non- structural changes,  such work may be done by
the Tenant with the consent of the Landlord, such consent not to be unreasonably
withheld.  If requested by Landlord at the termination of this Lease or vacation
of the  Premises by Tenant,  Tenant  shall  restore (at  Tenant's  sole cost and
expense) the Premises to the same  condition as existed at the  commencement  of
the term,


                                       4
<PAGE>

ordinary wear and tear and damage by insured  casualty only  excepted.  However,
Landlord  may elect to  require  Tenant to leave  alterations  performed  for it
unless at the time of such  alterations  Landlord  agreed in writing that Tenant
could remove them on expiration or  termination of this Lease and if Tenant does
so remove, Tenant shall repair any damage occasioned by such removal and restore
the Premises to a standard  "vanilla box" condition at Tenant's cost. Tenant may
paint the exterior of the building at Tenant's own cost and expense provided the
color is white or beige. Any other color must be approved by Landlord in writing
prior to the change.

RIDER TO PARAGRAPH 5- SIGNS
---------------------------

      Tenant may at its own cost  reconstruct  entirely or redesign  the face of
the  existing  sign in front  of its  demised  space.  Tenant  will be  provided
priority  positioning  on said sign,  but Tenant may use only up to fifty  (50%)
percent of said sign.  The cost to  maintain  and repair said  signage  shall be
prorated  among the Tenants  occupying the sign. In addition,  Tenant may at its
own cost erect additional signs both on the facade and on the premises  provided
same does not result in lessening the available  signage to other Tenants of the
complex or  building.  All signs are  subject to prior  municipal  and  Landlord
written  approval,  which approval shall not be  unreasonably  withheld.  In the
event  Tenant  wishes to erect a new sign on the New  Monmouth  Road side of the
Premises and said sign will be used for the benefit of all Tenants in the entire
complex  (on a  pro-rata  basis),  then in such  event  and  subject  to  Tenant
obtaining zoning approvals, Tenant may erect such a sign.

RIDER TO PARAGRAPH 6- UTILITIES
-------------------------------

      Tenant  shall pay all  electric,  water and gas  charges  directly  to the
utility.  In the event any utility is not separately  metered,  Tenant shall pay
its pro-rata share of charges to Landlord.

RIDER TO PARAGRAPH 8- LIABILITY INSURANCE
-----------------------------------------

      The liability policy required to be obtained by Tenant shall name Landlord
as an additional insured. In the event that Landlord shall mortgage the property
and  Landlord's  mortgagee  shall  request  that it be  named  as an  additional
insured,  then,  in such event,  Tenant  shall have its  insurance  company name
Landlord's mortgagee as an additional insured.

      Upon request by Landlord to Tenant,  not made more  frequently  than every
five (5) years,  Tenant shall increase the amount of liability insurance to such
sum which reflects the  percentage  increase in the CPI in place at the first of
the month at the commencement of this Lease. For purposes of clarification,  the
rate to be used is that which is issued by the U.S.  Department of Labor, Bureau
of Labor Statistics and further  identified as New York-Northern New Jersey, All
Urban Consumers,  and which is certified to be 172.7 as of February 1998. By way
of example, if the CPI increases by five percent (5%) over the five-year period,
then all coverages set forth in this provision shall be required to be increased
by five percent (5%).

      Tenant shall  maintain fire and extended  coverage,  vandalism,  malicious
mischief and special extended coverage  insurance in an amount which is adequate
to cover the cost of replacement of all personal  property,  decorations,  trade
fixtures,  furnishings,  equipment and all


                                       5
<PAGE>

contents  in the  Premises.  Tenant  also shall  maintain  workers  compensation
insurance  covering all persons employed by Tenant and as otherwise  required by
law.

      All of the aforesaid  insurance shall be written by one or more A-Rated or
comparable  insurance  companies  authorized  to do business in the State of New
Jersey  and   satisfactory  to  Landlord;   all  such  insurance  shall  contain
endorsements that:

                  such  insurance  may not be canceled or amended with
                  respect to Landlord (or its  designees)  except upon
                  ten (10) days  written  notice  for  non-payment  of
                  premium, and thirty (30) days written notice for all
                  other  reasons,  by certified  mail,  return receipt
                  requested  to Landlord  (and any  designees)  by the
                  insurance company.

      Tenant  covenants  and agrees  that  nothing  shall be done or kept on the
Premises  which  might  make  unavailable  or  increase  the  cost of  insurance
maintained  with  respect to the Premises or property  which might  increase the
insured risks or which might result in cancellation of any such insurance.

      Tenant  covenants  and  agrees to  protect,  indemnify  and save  Landlord
(except for acts caused by Landlord or  Landlord's  gross  negligence)  harmless
from and against all obligations,  claims, damages, penalties, causes of action,
costs and expenses,  including  attorneys' fees at all tribunal levels,  imposed
upon,  incurred by or asserted  against  Landlord by reason of (a) any accident,
injury to or death of any person or loss of or damage to any property  occurring
on or  about  the  Premises;  (b) any act or  omission  of  Tenant  or  Tenant's
officers,  employees,  agents,  guests or  invitees or of anyone  claiming,  by,
through or under Tenant; (c) any use which may be made of, or condition existing
upon,  the  Premises;  (d) any  improvements,  fixtures  or  equipment  upon the
Premises; (e) any failure on the part of Tenant to perform or comply with any of
the provisions,  covenants or agreements of Tenant  contained in this Lease; (f)
any violation of any law,  ordinance,  order, rule or regulation of governmental
authorities  having  jurisdiction  by Tenant or  Tenant's  officers,  employees,
agents,  guests or invitees or by anyone  claiming by,  through or under Tenant;
and (g) any repairs, maintenance or changes to the Premises by, through or under
Tenant.  Tenant further  covenants and agrees that, in case any action,  suit or
proceeding,  is  brought  against  Landlord  by reason of any of the  foregoing,
Tenant  will,  at Tenant's  sole cost and expense,  defend  Landlord in any such
action, suit or proceeding,  with counsel acceptable to Landlord, as provided by
Tenant's insurance carrier.

RIDER TO PARAGRAPH 13- FIRE AND OTHER CASUALTY
----------------------------------------------

      Assuming  reasonable  premiums,  the Tenant shall,  throughout the term of
this  Lease and  renewal  term,  if any,  pay its pro rata share of the cost and
expense,  to obtain and  maintain  fire and extended  coverage  insurance on the
building on the leased Premises, and appurtances thereto, for the benefit of and
payable to the Landlord and Landlord's mortgagee, as their interests may appear,
to the  extent  of no less  than one  hundred  (100%)  of the  replacement  cost
thereto.  Such  replacement  cost shall be determined from time to time (but not
more frequently than once in any thirty-six  month period) at the request of the
Landlord.  All insurance shall be


                                       6
<PAGE>

written by an A-Rated or comparable  insurance company authorized to do business
in the State of new Jersey and satisfactory to the Landlord and delivered to the
Landlord,  together with evidence of payment of the premiums therefor,  not less
than fifteen days prior to the  commencement  of the term hereof.  The tenant At
least fifteen days prior to the  expiration or  termination  date of any policy,
the tenant  shall  deliver a renewal  or  replacement  policy  with proof of the
payment of the premium thereof.

      If all or any part of the  Premises or the  property of which the Premises
is a part shall be damaged or destroyed  by fire or other  casualty by more than
twenty-five  percent  (25%) of the total of the  building and there is more than
five (5) years  remaining  on the  current  term,  Landlord  may elect to repair
and/or rebuild the same with  reasonable  diligence,  but Landlord's  obligation
hereunder  should be limited to  restoration of the Premises to the condition as
of the date of commencement of the term.  Nothing herein  contained shall impose
upon Landlord any liability or responsibility to repair,  rebuild or replace any
property belonging to Tenant. If there should be a substantial interference with
the operation of Tenant's business in the Premises as a result of such damage or
destruction  which  requires  Tenant to  temporarily  close its  business to the
public or in the event Tenant shall be requested to cease  operation so Landlord
may  repair,  rebuild or  replace,  the rent shall  abate  during such period of
closure.  Unless this Lease is terminated by Landlord,  as hereinafter provided,
Tenant  shall  repair,  redecorate  and  refixture  the Premises and restock the
contents  thereof in a manner to at least the  condition  equal to that existing
prior to its  destruction or casualty and the proceeds of all insurance  carried
by Tenant on its personal property,  decorations,  trade fixtures,  furnishings,
equipment and contents in the Premises shall be held in trust by Tenant for such
purposes.  Landlord  shall notify  Tenant within ninety (90) days of the date of
the fire or other casualty if Landlord shall elect to repair and/or rebuild.  If
Landlord elects to repair and/or rebuild, then the Lease shall not be terminated
by  Tenant  except  as  provided  herein.  If there is less  than five (5) years
remaining,  then the parties  agree to bargain in good faith with respect to the
extension  of the  term of Lease  for a  minimum  of ten (10)  years at the Fair
Market  Value (as defined in  Paragraph  entitled  Rider to Rent clause  above).
Failure  of both  parties  to agree to new terms  within  sixty (60) days of the
damage shall entitle  either party to elect to terminate the Lease at the end of
the sixty-day period.

      Tenant may elect to  terminate  the Lease in the event  that the  Premises
shall be  destroyed  by fire or other  casualty  and same  cannot be restored to
tenantable  condition within one hundred eighty (180) days from the date of such
destruction or damage. In such case Tenant shall give written notice to Landlord
not later than thirty (30) days  subsequent to the date of such  destruction  or
damage.  If  there  be  a  dispute  concerning  the  reasonable  probability  of
completion  or  restoration  within one hundred  eighty  (180) day period,  such
dispute shall be subject to arbitration by a single  arbitrator  under the rules
of the American  Arbitration  Association in New Jersey. The parties shall share
equally  the cost of the  arbitrator  and any fees of the  arbitrator  or of the
American Arbitration Association.

RIDER TO PARAGRAPH 16- RIGHT TO EXHIBIT
---------------------------------------


                                       7
<PAGE>

      It is agreed  that the  provision  as set forth in the base Lease shall be
applicable  only with  respect to the last  renewable  term of the  Lease.  With
respect to all other terms other than the last  renewable  term,  Landlord shall
have  the  right  to show  the  Premises  after  six (6)  months  preceding  the
expiration of the last term.

RIDER TO PARAGRAPH 19- REMEDIES UPON TENANT'S DEFAULT
-----------------------------------------------------

      Each of the  following  acts  shall be deemed  to be a  default  by Tenant
which,  if  uncured,  shall give rise to the right of Landlord to proceed at its
option to terminate  this Lease upon written  notice to Tenant and to pursue its
other remedies as provided herein:

      (a)   Failure by Tenant to pay any installment of Basic Rent or Additional
            Rent or other charge when due (however,  Tenant shall be entitled to
            one time each year to receive a notice of default  giving Tenant ten
            (10) days within which to cure such default).

      (b)   Failure  by  Tenant  to  cure  any  default  in  the  observance  or
            performance of any of Tenant's covenants,  agreements or obligations
            hereunder   within   thirty   (30)   days   after   notice  of  such
            non-observance  or  non-performance  given by Landlord in accordance
            with the notice  provisions  hereof  and  further  provided  that if
            Tenant is proceeding  diligently to cure such non- monetary default,
            the cure  period will be extended  for a  reasonable  period of time
            beyond the thirty (30) days,  such period not to exceed fifteen (15)
            additional days.

      (c)   Bankruptcy  or  insolvency  proceedings  by or against  Tenant which
            proceedings  are not set aside  within  sixty  (60)  days  after the
            institution of such proceedings by or against Tenant.

      (d)   The  adjudication  of  Tenant  as a  bankrupt  or  insolvent  or the
            appointment  of a receiver  or trustee  for any  portion of Tenant's
            assets or property which adjudication  and/or appointment is not set
            aside within sixty (60) days from the entry thereof.

      (e)   The voluntary assignment by Tenant for the benefit of creditors.

      (f)   The abandonment or vacation of the Premises by Tenant.

      Upon any  termination  of this Lease as  aforesaid,  Tenant shall quit and
peacefully  surrender the Premises to Landlord,  and  Landlord,  upon and at any
time after such  termination  may,  without  notice,  re-enter and repossess the
Premises and remove all persons and property therefrom, either by force, summary
proceedings or otherwise, without being liable for any damages, or being subject
to prosecution or other liability  therefor.  No such re-entry by Landlord shall
be deemed or construed as a waiver of any of Landlord's  rights  against  Tenant
pursuant hereto or otherwise, nor shall such re-entry be deemed an acceptance of
a surrender of this Lease unless Landlord so elects.

      At any time, from time to time,  after any such termination of this Lease,
Landlord  may,  either  in their own  names or as agent  for  Tenant,  relet the
Premises,  or any part  thereof,  for such term or terms  (which,  at Landlord's
option,  may be longer or shorter than the remainder of the


                                       8
<PAGE>

Term),  for such use or  purpose,  and on such  other  terms and  conditions  as
Landlord,  in its discretion shall deem advisable  including  agreements to make
such  repairs,  alterations,  renovations  and/or  re-decorations  as  shall  be
necessary or appropriate in order to prepare the Premises for such reletting and
the making and performing of any of such repairs, alterations, renovation and/or
redecoration  shall not operate or be  construed  to release  Tenant from any of
Tenant's liability or obligations under this Lease. Any such reletting shall not
release  Tenant from any of Tenant's  liability to Landlord as set forth in this
Lease and  Tenant  shall have no claim to the Base Rent and  Additional  Rent or
other  sums which may be paid in  connection  with any such  reletting  over and
above the sums therefor payable by Tenant to Landlord under this Lease.

      In the event of any such  termination of this Lease as aforesaid,  whether
or not the Premises,  or any part thereof,  shall have been relet,  Tenant shall
pay to  Landlord  the  Basic  Rent and the  Additional  Rent and  other  charges
required to be paid by Tenant up to the time of such termination, and thereafter
Tenant,  until the expiration of what would have been the Term in the absence of
such termination, shall be liable to Landlord for, and shall pay to Landlord, as
and for liquidated and agreed damages, for Tenant's default, the following:

      (a)   Landlord's costs and expenses incurred in performing any obligations
            of Tenant hereunder;

      (b)   Landlord's  costs  and  expenses  incurred  in  connection  with any
            reletting,  including,  without limitation,  all repossession costs,
            brokerage  commissions,  legal  expenses,  attorneys'  fees,  repair
            and/or  alteration  costs,  costs for renovation,  redecoration  and
            other preparation of the Premises for reletting; and

      (c)   The equivalent of the amount of Basic Rent and Additional Rent which
            would be payable  under this Lease by the Tenant for the  balance of
            the Term if this  Lease  were  still  in  effect,  less the  rentals
            received  pursuant  to  any  reletting  of  the  Premises  as  above
            provided.

      Tenant   shall  pay  to  Landlord   the  damages  set  forth  above  under
subparagraphs  (a) and (b) immediately upon demand therefor by Landlord.  Tenant
shall pay to  Landlord  the  damages  set  forth  under  subparagraph  (c) above
immediately upon demand therefor,  or, at Landlord's option, monthly on the days
on which the Basic Rent and  Additional  Rent would have been payable under this
Lease if this Lease were still in effect,  and  Landlord  shall be  entitled  to
recover  from Tenant each monthly  Deficiency  as such  Deficiency  shall arise.
Nothing  contained  herein shall limit or prejudice the right of the 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 amount
referred to above.

      In the event of termination of this Lease as provided hereinabove,  Tenant
hereby  expressly  waives any right of redemption or re-entry or repossession or
right to reinstate the operation of this Lease.


                                       9
<PAGE>

      The specific  remedies to which Landlord may resort under the terms hereof
are cumulative and are not intended to be exclusive of any or all other remedies
or means of redress to which  Landlord  may be lawfully  entitled in case of any
breach or threatened  breach by Tenant of any  provision of this Lease.  Without
limiting  the  generality  of the  foregoing,  Landlord  shall have the right to
institute summary dispossess  proceedings against Tenant under all circumstances
from time to time permitted by law. In the event  judgment for possession  shall
be entered in favor of  Landlord  and  against  Tenant in any such  proceedings,
Tenant  shall  thereafter  remain  liable to Landlord  as  provided  above as if
Landlord had terminated this Lease by reason of any of Tenant's defaults recited
above.

      Notwithstanding  the foregoing  provisions  hereof,  in the event that any
amounts of Basic Rent or  Additional  Rent are not paid  within ten (10) days of
the due date  thereof,  a late  charge of five  percent  (5%) of the Basic  Rent
and/or the Additional  Rent shall then be due and owing.  Said late charge shall
also constitute Additional Rent hereunder.

      (g)   Landlord  shall have the right to  accelerate  all Base Rent and any
            other sums due hereunder and otherwise  payable in installments over
            the remainder of the Term.

      Notwithstanding  any other provisions  contained in this Lease and only if
the Tenant is the Bank or any  successor to the Bank,  in the event that (a) the
Tenant or its successors or assignees shall become insolvent or bankrupt,  or if
its or their  interests  under  this  Lease  shall be levied  upon or sold under
execution  or other  legal  process,  and (b) the  depositary  institution  then
operating on the Premises is closed, or taken over by any depositary institution
supervisory authority ("Authority"), Landlord may, in such event, terminate this
lease as a result  of such  bankruptcy,  insolvency,  levy or sale  prior to the
expiration of its term only with the  concurrence  of any Receiver or Liquidator
appointed  by such  Authority;  provided,  that in the event  that this lease is
terminated by any such Receiver or Liquidator, the maximum claim of Landlord for
rent,  damages  or  indemnity  resulting  from  the  termination,  rejection  or
abandonment  of the unexpired  term of this Lease by such receiver or Liquidator
shall,  by law, in no event be greater  than an amount  equal to all accrued and
unpaid rent to the date of such termination.

RIDER TO PARAGRAPH 28
---------------------

      In each lease year Tenant  shall pay as  additional  rent a sum based upon
all real estate  taxes  attributable  and levied or assessed  against the Leased
Premises,  throughout  the term as extended.  It is  understood  that the taxing
authorities  have never issued a separate  assessment  for the land and building
comprising the Leased  Premises.  Reference is made to Exhibit "A" which depicts
the  subject  Premises  as Unit B and that there are three (3) other units which
comprise the entire  Premises  which Landlord owns at this site. On the attached
map,  there are four (4) tracts which are  identified  A, B, C and E. Tract A is
occupied by this Tenant Crest of Middletown,  a New Jersey Corporation.  Tract B
is the leased  premises.  Tract C is occupied by Friendly Ice Cream.  Tract E is
the vacant land  retained by  Landlord.  Because  Landlord  has not been able to
obtain a separate  assessment for each tract,  the tax bill encompasses all four
tracts,  and it is agreed that Tenant shall pay its  pro-rata  share of such tax
bill which is deemed to be 13.4%. If any of the buildings are modified, then the
percentage  owed by this Tenant shall be adjusted on


                                       10
<PAGE>

the same  proportion as was used at the time of the making of this Lease. In the
event that  Landlord  develops  the land  identified  as Unit E on the  attached
schedule,  Tenant's  proportionate  share of tax  obligation  for land  shall be
reduced to reflect the additional use.

      Landlord shall estimate Tenant's  proportionate share of Real Estate Taxes
and  one-twelfth of the amount so estimated  shall be paid by Tenant to Landlord
on the first day of each  calendar  month in  advance.  Within  ninety (90) days
after the end of each tax year Landlord  shall furnish a statement to the Tenant
of the  actual  Real  Estate  Taxes and  there  shall be an  adjustment  between
Landlord  and Tenant,  with  payment to or repayment by Landlord as the case may
require,  to the end that  Landlord  shall receive the entire amount of Tenant's
annual pro rata share of Real Estate Taxes for each lease year. The  obligations
under this  Paragraph  10 of the Tenant to pay the above  mentioned  Real Estate
Taxes incurred in each lease year shall survive the expiration or termination of
the Lease so that such sums as may still be due and owing  after the  expiration
or  termination  of the Lease shall be paid if  incurred  during the term of the
Lease.

      Tenant's  obligation to pay pro rata share of taxes and assessments  shall
include any taxes and  assessments  of a nature not  presently in effect but may
hereafter be levied,  assessed or imposed upon  Landlord or upon the Property if
such tax shall be based upon or arise out of the ownership, use or operation of,
or the  rents  received  from  the  Property,  other  than  income  taxes of the
Landlord.

PARAGRAPH 32- GLASS
-------------------

      The Tenant  agrees to replace at the  Tenant's  expense  any and all glass
which may become broken in or on the Premises.  Plate glass and mirrors, if any,
shall be insured by the Tenant at their full and insurable  value with a company
satisfactory to the Landlord.

PARAGRAPH 33- GARBAGE
---------------------

      Tenant is responsible for the disposing of its own garbage at its cost and
expense.  Tenant shall obey such rules as Landlord may issue for  disposition of
garbage,  including any recycling laws.  Tenant is also  responsible for its own
janitorial service within the Demised Premises.

PARAGRAPH 34- ISRA COMPLIANCE
-----------------------------

      Tenant  covenants,  warrants and represents to Landlord  that,  during the
term of this Lease, the buildings,  improvements,  soil, groundwater and surface
water at, on or a part of or under the  Premises  shall not become  contaminated
with  hazardous  materials,  substances or wastes (as those terms are defined in
the federal  Comprehensive  Environmental  Response,  Compensation and Liability
Act, 42 U.S.C.  9601 et seq.,  the federal  Solid Waste  Disposal Act, 42 U.S.C.
6901 et seq., the federal Water Pollution  Control Act, 33 U.S.C.  1251 et seq.,
the New Jersey Solid Waste  Management  Act,  N.J.S.A.  13:1E-1 et seq., the New
Jersey Spill Compensation and Control Act, N.J.S.A. 58:10-23.11 et seq., the New
Jersey Water Pollution  Control Act,  N.J.S.A.  58:10A-1 et seq., the New Jersey
Industrial  Site  Recovery  Act,  N.J.S.A.  13:1K-6  et  seq.,  all  regulations
promulgated  pursuant to the foregoing,  and any other  environmental  statutes,
ordinances, rules and regulations of the federal, state or local governments) as
a  result  of the  actions  or  inactions  of  Tenant,  its  employees,  agents,
representatives,  contractors,  licensees,


                                       11
<PAGE>

invitees,  assignees  or  sublessees.  In the event such  contamination  occurs,
notwithstanding  Landlord's  exercise  of any of its rights  under or any of the
remedies  provided  by this  Lease  for the  breach of the  foregoing  covenant,
warranty  and  representation,  Tenant  shall,  at its sole  cost  and  expense,
immediately  and fully  comply  with all  federal,  state  and  local  statutes,
ordinances,  rules and regulations  applicable to such  contamination and Tenant
shall,  at its sole cost and expense,  clean up,  remove and/or  remediate  such
contamination  consistent  with  all  such  statutes,   ordinances,   rules,  or
regulations.

      (b)   Tenant  shall  indemnify  and save  Landlord  harmless  of, from and
            against any and all claims,  demands,  liabilities,  damages, suits,
            actions,  judgments,  fines,  penalties,  loss,  cost  and  expense,
            including,   without   limitation,   attorney's  fees,  directly  or
            indirectly   arising  out  of  or  resulting   from  the  breach  of
            subparagraph  (a) above  inclusive of the entire period during which
            Tenant has occupied the  Premises,  specifically  for those  periods
            prior to the term of the subject Lease.

      (c)   Landlord  acknowledges and agrees that Tenant may use such household
            cleaners  and  chemicals  to maintain  the  Premises in such limited
            quantities as is needed for normal use in the Premises only. Storage
            of such chemicals is also permitted. Landlord and Tenant acknowledge
            that any and all of the  cleaners  and  chemicals  described in this
            paragraph may constitute hazardous materials,  substances or wastes.
            However,  Tenant  may use,  store and  dispose of same as herein set
            forth,   provided  that  in  doing  so,  Tenant  complies  with  all
            applicable laws.

      (d)   All of the  provisions  of  this  Paragraph  34  shall  survive  the
            expiration or earlier  termination  of this Lease until such time as
            Tenant fulfills and completes its  obligations  under this Paragraph
            34, provided,  however, that nothing in this Lease shall make Tenant
            liable  for any  contamination,  spill,  discharge,  or  release  of
            hazardous  substances  or  materials or wastes which occur (i) after
            the  expiration  or  earlier  termination  of  this  Lease,  or (ii)
            Tenant's  vacation of the Premises,  whichever occurs later.  Tenant
            shall have the right to provide at  Tenant's  own cost and expense a
            certified  report  by  a  licensed  environmental   inspection  firm
            certifying  that  such  firm  has  completed  an  inspection  of the
            Premises and that Tenant's  responsibilities  as defined herein have
            been  complied  with and that the Premises has no  contamination  or
            violations.

PARAGRAPH 35
------------

      Tenant shall look solely to Landlord's  equity in the Shopping  Center for
the  satisfaction of the remedies of Tenant in the event of a breach by Landlord
of any of the terms,  covenants  and  conditions of the Lease to be performed by
Landlord.

      If the Landlord, or any subsequent owner of the Shopping Center, sells the
Shopping  Center,  its liability for the  performance  of its agreements in this
lease shall end on the date of the sale of the  Premises,  and the Tenant  shall
look solely to the purchaser for the performance of those agreements. The Tenant
will attorn to any subsequent owners of the Premises.

PARAGRAPH 36
------------


                                       12
<PAGE>

      Tenant shall obtain and deliver to Landlord a waiver of subrogation rights
under the casualty and liability policies maintained by Tenant.

PARAGRAPH 37
------------

      During  the last six  months  of the  Initial  Term or any  renewal  term,
Landlord  shall have the right to place  signs on the  Premises  indicating  the
Premises is for rent,  and at any time during the Lease,  the Landlord may place
signs on the Premises indicating the Premises is for sale.

PARAGRAPH 38
------------

      Any real estate taxes,  insurance  premiums or other sums or charges which
the Tenant is obligated to pay under the terms of this Lease other than the Base
Rent shall be treated as Additional  Rent. The failure of Tenant to pay any such
Additional  Rent shall give rise to the same  rights as the failure of Tenant to
pay any Base Rent.

PARAGRAPH 39
------------

      Tenant hereby waives trial by jury as to any and all issues arising in any
action or proceeding between the parties.

PARAGRAPH 40
------------

      This  Lease and any lien  thereof  upon the  Shopping  Center  and/or  the
Premises therein and all rights of Tenant hereunder are hereby  subordinated and
subjected  to the lien of any one or more  mortgages  that now are or  hereafter
become a lien upon the Shopping Center and/or the Premises therein,  or any part
thereof, and any extensions or renewals thereof. This subordination provision is
intended to be self-executing and shall not require the execution of any further
or subsequent instrument.

      Tenant shall, upon demand, at any time or times, execute,  acknowledge and
deliver to Landlord,  without expense to Landlord,  any and all instruments that
may be  necessary  or  appropriate  to  subordinate  this Lease,  and all rights
hereunder,  to the lien of any such mortgage or mortgages.  If Tenant shall fail
at any time to execute and deliver any such subordination instrument,  Landlord,
in addition to any other remedies available to them, in consequence thereof, may
execute, acknowledge and deliver the same as the attorney-in-fact of Tenant, and
in  Tenant's  name,  place and  stead,  and  Tenant  hereby  makes,  irrevocably
constitutes and appoints Landlord such attorney-in-fact for that purpose.

      If any holder of any mortgage,  indenture, deed of trust, or other similar
instrument succeeds to Landlord's  interest in the Premises,  Tenant will pay to
it all rents subsequently payable under this Lease. Tenant will, upon request of
any one so  succeeding  to the  interest of Landlord,  automatically  become the
Tenant of, and attorn to,  such  successor  in interest  without  change in this
Lease.  Such  successor in interest will not be bound by (i) any payment of rent
for more than one month in advance,  or (ii) any  amendment or  modification  of
this Lease made without its written consent, or (iii) any claim against Landlord
arising  prior to the date on  which  such  successor  succeeded  to  Landlord's
interest,  or (iv) any claim or offset of rent  against the  Landlord.  Landlord
agrees to execute a nondisturbance  agreement in a form similar to that which is
set forth in attached  Schedule "B".  Landlord  further agrees to cooperate with
Tenant  with


                                       13
<PAGE>

respect to the  obtaining  of any  mortgagee's  consent  to such  nondisturbance
agreement.  With respect to future  mortgagees,  it is agreed that such language
will be included in the mortgage document or loan agreement.

PARAGRAPH 41
------------

      Tenant  shall not be  entitled to record  this Lease nor a  memorandum  or
short form of this Lease.  If Tenant  violates  this  provision  by recording or
attempting to record such Lease or a memorandum or short form thereof,  Landlord
shall have the right to terminate  Tenant's  interest  hereunder and to exercise
any and all of Landlord's rights and remedies as in the case of any other Tenant
default hereunder.

PARAGRAPH 42
------------

      Tenant  acknowledges  the rights of Friendly  Ice Cream  Corporation,  the
occupant  of Tract C as set forth on  Schedule  "A",  to use in  common  parking
spaces,  entrances,  exits,  driveways  and right of ways  located on the Leased
Premises.

      Additionally, Tenant acknowledges that Landlord intends to develop Tract E
at some time in the  future  or in the  alternative  to sell it for  development
purposes.  In such event, Tenant acknowledges that the ingress and egress rights
mentioned  above,  afforded  to  occupant  of Tract B,  shall  also apply to the
occupant  of Tract E.  Additionally,  Tenant  agrees to execute  any  reasonably
required  documents to memorialize a special  easement for ingress and egress to
be located at Landlord's discretion on the Premises.

      In the  event  Landlord  elects  to build on  Tract E and  establishes  an
easement over part of the parking lot of Tenant's Premises,  then Landlord shall
provide Tenant with  replacement  parking at the nearest  available  location to
Tenant's  existing  Premises,  the number of which to be the same as those which
were displaced by the easement.

      The  occupants of Tract E shall also have the right to erect a sign at the
northeasterly end of Tenant's Premises,  the sign to be subject to municipal and
Landlord approvals.

      With respect to both the sign and the access  easements,  Tenant shall not
be responsible for any costs in relation thereto.

      Reference  is made to the rights of Friendly  Ice Cream  Corporation,  the
tenant occupying Tract C, for the use of Tenant's parking,  in common with other
tenants  on the  Premises.  Tenant  confirms  Friendly's  right to use  Tenant's
parking facilities, in common with Tenant.

PARAGRAPH 43
------------

      Tenant  agrees,  at any  time  and from  time to time  upon not less  than
fifteen (15) days prior written notice by Landlord to Tenant requesting same, to
execute,  acknowledge  and  deliver to Landlord a written  Estoppel  Certificate
certifying  that this  Lease is  unmodified  and in full force and effect (or if
there shall have been  modifications that this Lease is in full force and effect
as modified and stating the modifications) and the dates to which the basic rent
and additional  rent have been paid in advance,  if any, and stating  whether or
not  Landlord  or Tenant  is in  default  in the  performance  of any  covenant,
agreement or condition contained in this Lease,


                                       14
<PAGE>

and, if so, specifying each such default of which Tenant may have knowledge,  it
being  intended that any such Estoppel  Certificate  delivered  pursuant to this
Section may be relied upon by any  prospective  acquirer of the Shopping  Center
and/or of  Landlord's  interest in this Lease or any  mortgagee  of the Shopping
Center or any assignee of any mortgage  upon the Shopping  Center.  Upon written
notice and not more than once in a twelve month  period,  Landlord  will provide
tenant  with  notice  that that this Lease is  unmodified  and in full force and
effect  (or if there  shall have been  modifications  that this Lease is in full
force and effect as modified and stating the modifications).

PARAGRAPH 44
------------

      This Lease and any  disputes  arising  out of this Lease shall be governed
and determined by the laws of the State of New Jersey.

PARAGRAPH 45
------------

      Anything in this Lease to the contrary notwithstanding, Landlord shall not
be deemed in  default  with  respect  to the  performance  of any of the  terms,
covenants  and  conditions  of this  Lease if same  shall be due to any  strike,
lockout, civil commotion, war-like operation, invasion, rebellion,  hostilities,
military or usurped  power,  sabotage,  governmental  regulations  or  controls,
inability  to obtain any  material  or  service,  Act of God or any other  cause
whatsoever reasonably beyond the control of Landlord.

PARAGRAPH 46
------------

      The Tenant may use the Premises as a retail bank/financial institution and
for no other use. Tenant may not sell furniture,  alcohol, ice cream products on
the premises, or operate as a restaurant. These restrictions shall be binding on
all assignees and successors of Tenant.  Likewise,  Landlord agrees that it will
not lease to any "any  organization that is in the business of providing banking
or  financial  services,  including,  but not limited to,  banks the deposits in
which are insured by the FDIC, trust companies,  credit unions, consumer finance
businesses,  insurance agents and brokerages, and organizations that are engaged
in the trade or business of  promoting,  selling or trading  equity  securities,
debt securities,  commodities,  or interests in mutual funds or investment pools
of any type."  Specifically,  Landlord's  obligation  is with  respect to future
tenants and excludes tenants who are in place at the time of this Agreement.

      Tenant  further  agrees  not to  allow  the  use of the  Premises  for the
purposes of a restaurant,  Health Maintenance Organizations,  or furniture store
or any other use that may conflict  with  Landlord's  other  Tenants  within the
shopping center.  Tenant further agrees that throughout the term of the Lease it
will not allow any space to be used for the following purposes: a pinball, video
game,  or any form of  entertainment  arcade;  a gambling or betting  office,  a
massage parlor, a cinema, video store, bookstore selling,  renting or exhibiting
primarily  materials of pornographic or adult nature; an adult entertainment bar
or club; a bowling alley,  roller skating or ice skating rink,  billiards parlor
or pool hall;  fire arms shooting range or any other use which creates or causes
excessive   noise;   theater,   health   club/exercise   salon;   any   type  of
educational/vocational  institution; flea market, warehouse; or an office except
as incidental to the permitted  retail use. Tenant agrees that it shall not sell
or rent videos of any type at the Premises.


                                       15
<PAGE>

PARAGRAPH 47
------------

      Tenant may not assign or sublet this Lease without the written approval of
the Landlord,  which approval will not be unreasonably  withheld,  provided that
Tenant  under  this  Lease  will  remain  liable  under  the  terms of the lease
notwithstanding  any such assignment or sublease and further  provided that such
user conducts a use which is permitted  under the Lease and does not violate any
use restriction set forth herein.  Tenant shall provide  Landlord with notice at
least  thirty  (30)  days  prior  to the  effective  date of the  assignment  or
sublease,  and  Landlord  shall have  fifteen  (15) days within which to perform
creditworthiness  tests on the proposed user. It is agreed that Landlord has the
right to reject  any  proposed  user on the basis of poor  credit or  inadequate
quality  which  would  otherwise  devalue  or harm the  overall  stature  of the
shopping  center.  Upon any  subleasing or  assignment,  Tenant will provide the
Landlord  with a true copy of the sublease or  assignment  immediately  upon the
execution thereof.  Not withstanding the above,  Tenant may assign this lease to
the new banking  entity once a charter has been issued or to the FDIC as legally
required.

      Notwithstanding  the express terms or possible  applicability of any other
term or provision of this Lease:

      (a)   This Lease shall be assigned,  in its  entirety,  to the Bank,  ipso
            facto upon the issuance by NJDBI of a  Certificate  of Authority for
            the Bank, pursuant to N.J.S.  17:9A-14.  Upon the assignment of this
            Lease  by the  Tenant  to the  Bank by  operation  of the  preceding
            sentence,   the  Bank  shall  assume  all  of  the  rights,  duties,
            liabilities and obligations of the Tenant under this Lease,  and the
            Tenant  shall  relinquish  and be  relieved  of  all of its  rights,
            duties,  liabilities and obligations under this Lease. The Tenant or
            the Bank shall  provide the Landlord  with notice of the issuance by
            NJDBI of a Certificate of Authority for the Bank within a reasonable
            time of its issuance,  but the failure of the Tenant and the Bank to
            provide  such notice  shall not, in any  respect,  void or otherwise
            impede the  automatic  assignment of this Lease by the Tenant to the
            Bank; and

      (b)   The Tenant or the Bank,  as the case may be, may, in the exercise of
            its  discretion  and upon the  issuance  of  written  notice  to the
            Landlord,  assign  this Lease in its  entirety  to  another  bank or
            financial  institution  with  equity,  as shown  on its most  recent
            audited  balance  sheet  and  determined  under  generally  accepted
            accounting principles, which is in an amount greater than the lesser
            of (i) Seven Million Dollars  ($7,000,000.00),  or, if the Tenant is
            the Bank, (ii) the amount shown as equity on the most recent audited
            balance sheet for the Bank,  determined in accordance with generally
            accepted accounting principles.  If the tenant assigns this Lease to
            another bank or financial institution under subparagraph (b) of this
            paragraph,  the terms and  conditions  of this Lease will  remain in
            effect  except for the  minimum  rent which shall be adjusted to the
            then  fair  market  rent  which  shall  be  determined  by the  same
            methodology  as in the  option to extend  clause as  defined  in the
            RIDER TO RENT CLAUSE herein.


                                       16
<PAGE>

PARAGRAPH 48
------------

      Notwithstanding  the  provision of paragraph 12 of the printed form of the
Lease,  Tenant shall be entitled to make a claim for moving expenses and for any
trade fixtures which are taken in any condemnation or eminent domain  proceeding
provided the award to Tenant does not diminish the award that the Landlord would
otherwise receive from the condemning authority.

PARAGRAPH 49
------------

      The  preprinted  Lease  together  with  this  Rider  contains  the  entire
agreement of the parties and superseded any prior written or oral understandings
or  agreements  between the parties.  This  agreement  may only be modified by a
writing  signed by the parties.  In the event of any  inconsistency  between the
provisions  contained in the preprinted  Lease and this Rider, the provisions of
this Rider shall govern.

PARAGRAPH 50
------------

      Any notice or document required to be delivered  hereunder shall be deemed
to be  delivered  (a) as and  when  actually  received  or  (b)  whether  or not
received,  (i) five (5) business  days after  deposit in the United States mail,
postage prepaid,  certified or registered mail, (with return receipt  requested)
or (ii) one (1) business day after sent by Federal Express,  or other nationally
recognized  overnight  courier  providing  delivery  confirmation,  for next-day
delivery  addressed  to the party at the  address  set forth at the head of this
Lease and to such other addresses as either of said parties shall have specified
by written  notice  delivered in accordance  herewith  provided,  however,  that
notice of change of address shall be effective  only upon actual  receipt by the
party to whom notice is addressed.

PARAGRAPH 51
------------

      Tenant may operate its business  during any hours it chooses  provided the
same comply with municipal, county, state and federal laws.

PARAGRAPH 52
------------

      At the end,  expiration or other termination of the term, the Tenant shall
surrender  the Premises to the  Landlord in as good order and  condition as they
were at the  commencement  of the term or may be put in  thereafter,  reasonable
wear and tear excepted.  All alterations,  additions and improvements in or upon
the Premises made by the Tenant  (except  Tenant's  furniture,  trade  fixtures,
equipment and shelving) shall at Landlord's  election either become the property
of the Landlord and remain upon and be  surrendered  with the Premises as a part
thereof at the  termination  or other  expiration  of the term, or be removed at
Tenant's  expense.  Tenant  agrees to repair any and all  damage  caused by such
removal.

PARAGRAPH 53
------------

      Provided  Tenant is not then in default of any  provisions  of this Lease,
Landlord  agrees to provide Tenant a Right Of First Offer on the second floor of
the demised premises consisting of approximately 5,300 square feet. The premises
will we delivered "as is" and under the same terms and  conditions as this Lease
except for "RENT" which shall be determined by using the


                                       17
<PAGE>

same  methodology  as in the option to extend  clause as defined in the RIDER TO
RENT CLAUSE herein. Tenant shall have ten (10) days to determine if it wants the
space.  Tenant will be required to lease the  entirety of the space for the full
unexpired term remaining on the original  premises or at a minimum for a minimum
term of five years.

PARAGRAPH 54
------------

      Landlord  agrees to, at its sole cost,  apply a 1" overlay to the existing
pavement and address the existing  potholes on the western side of the property,
bring the existing 4" PVC pipe underground,  cut back the trees on the northeast
corner of the property to allow  visibility  from route 35 and to clear away the
brush along the  northern  and western  sides of the paved area,  re-seed in the
front area by the common sign.  Landlord will commence with its work on or about
June 1, 2000 or upon  written  notice from the Tenant that it has  received  its
charter.  Tenant  agrees to  contribute at least $52,980 to upgrading the facade
for the entire  building for the mutual  benefit of each Tenant in the building.
The architectural  drawings and construction  costs shall be approved in writing
by  Landlord  and Tenant.  Should the cost of said  facade  upgrade be less than
$52,980,  Tenant  agrees to increase the minimum  rent by 50% of the  difference
between  $52,980 and the actual cost of the facade.  This amount will be divided
equally over the first five years of the Lease.

PARAGRAPH 55
------------

      Tenant shall pay  Landlord as  Additional  Rent for the premises  Tenant's
Proportionate  Share of the operating  expenses which is 50%. Operating Expenses
shall  mean all  expenses,  costs  and  disbursements  (but not  specific  costs
specifically  billed to and paid by  specific  Tenants) of every kind and nature
which Landlord shall pay or become  obligated to pay because of or in connection
with ownership,  operation and maintenance of the "Building, and/or Tract B" not
leases or  available  for lease to  tenants,  including  but not limited to, the
following:

-     wages and salaries of all employees  serving in operation and  maintenance
      or security of the "Building,  and/or Tract B" (including taxes, insurance
      and  benefits  relating  thereto and the costs of  uniforms,  if any,  and
      equipment.

-     all supplies and materials  used in operation,  maintenance  and repair of
      the "Building, and/or Tract B".

-     cost of all utilities and any surcharges  for the "Building,  and/or Tract
      B",  including  the  cost  of  water,   sewer,  power,  heat,  light,  air
      conditioning,  and ventilation for the "Building and the Tract B" (but not
      limited to Tenant's  utility charges paid by Tenant pursuant to this Lease
      or such of the foregoing  charges as are directly consumed by and paid for
      by other  occupants in the Complex by direct  metering or a pro-rata share
      of utility charges that are paid by Tenant by direct metering).

-     cost of all  maintenance  and services for the "Building  and/or Tract B",
      including but not limited to,  private  roads,  parking lot cleaning,  and
      maintenance,  removal of snow,  ice and  debris,  traffic  regulation  and
      landscaping.


                                       18
<PAGE>

-     cost of all insurance relating to the "Building and/or Tract B", including
      but not limited to the cost of casualty and liability insurance applicable
      to the "Building and/or Tract B".

-     cost of repairs  and  general  maintenance  excluding  repairs and general
      maintenance  paid by the  proceeds of  insurance  or by Tenant or by other
      occupants  or tenants in the  "Building  and/or Tract B" other than Tenant
      and excluding  the net proceeds  received by the Landlord as the result of
      any claim that may be successfully  asserted and recovered by the Landlord
      against any third parties.

-     a  reasonable  management  fee  competitive  with fees charged for similar
      projects in Monmouth  County for the  management of the  "Building  and/or
      Tract B", not to exceed five percent (5%) of rent payable hereunder.

-     cost of operating and  maintaining  the Common Areas and facilities in the
      "Building and/or Tract B".

-     cost  of any  grass  cutting  and  maintenance  and the  sprinkler  system
      servicing the "Building and/or Tract B".

-     cost of services,  if any,  furnished by Landlord for non-exclusive use of
      all tenants without  complete  recovery of all costs from other tenants at
      the "Building and/or Tract B".

-     the cost of any additional  services not provided to the "Building  and/or
      Tract  B" at the  commencement  of the  Term but  thereafter  provided  by
      Landlord in the reasonable and prudent management of the "Building, and/or
      Tract B".

-     the cost of any capital  improvements which are not specifically billed to
      and paid by specific tenants made to the "Building,  and/or Tract B" after
      the  commencement of the term that reduce other operating  expenses or are
      required under  governmental law or regulation due to Tenant's  operations
      in the premises that was not applicable to the Building at the time it was
      constructed,  such cost thereof to be amortized  over a reasonable  period
      together  with  interest  on the  unamortized  balance  at a rate  paid by
      Landlord on funds borrowed for the purposes of  constructing  said capital
      improvements.

-     Tenant shall pay in each calendar year to the Landlord as additional  rent
      its proportionate share of the operating expenses. Landlord shall estimate
      Tenant's annual  proportionate  share of the operating expenses and 1/12th
      of the amount so estimated shall be paid on the first day of each month in
      advance.

-     If during the course of any calendar  year,  Landlord shall have reason to
      believe that the Operating  Expenses shall be higher than  projections (as
      provided above),  Landlord shall be entitled,  but not required, to adjust
      the  amount  by a lump  sum  invoice  for the  proceeding  months  of that
      calendar  year and to advise Tenant of the  adjustment  of future  monthly
      amounts so that Operating  Expenses shall be on a reasonably current basis
      each  calendar  year.  Such  adjusted  projection  shall  not be made more
      frequently than twice a year.

-     Within ninety (90) days or as soon  thereafter as possible,  following the
      end of each calendar year,  Landlord shall provide Tenant with a statement
      of such calendar year's actual Operating Expenses. If such statement shows
      that the Tenant's monthly payments exceeded Tenant's


                                       19
<PAGE>

      Proportionate  Share of the actual  Operating  Expenses for the applicable
      calendar year,  Landlord shall credit such overpayments to Tenant's future
      monthly Operating Expense payments.  If such statement shows that Tenant's
      Proportionate  Share of  Landlord's  actual  operating  Expenses  exceeded
      Tenant's  monthly  payments for the applicable  calendar year, then Tenant
      shall within  fifteen (15) days of being sent such statement pay the total
      amount of such deficiency to Landlord as Additional Rent.

-     The Operating Expenses whether requiring lump sum payments or constituting
      estimated  monthly amounts in addition to base rent shall for all purposes
      be treated and  considered  additional  rent. The failure of Tenant to pay
      such  additional rent as and when due in advance without demand shall have
      the same effect as failure to pay ant  installment of basic rent and shall
      afford Landlord all remedies provided in the lease therefore.

-     Tenant's  obligation  for  payment of  additional  rent shall  survive any
      expiration or termination of the Lease by the lapse of time or otherwise.

-     Should this lease commence (or terminate) at any time other than the first
      (or last) day of the calendar  year,  additional  rent referred to in this
      section shall be calculated on a pro-rata  adjustment  based on the number
      of days the lease was in effect for each calendar year.

PARAGRAPH 56
------------

      Tenant and Tenant's agents, employees, and invitees will comply fully with
all  requirements of the rules and regulations of the Building,  the Complex and
/or  related  facilities.  Landlord  shall at all times have the right to change
such rules and regulations or to promulgate  other rules and regulations in such
manner as maybe  deemed  advisable  for  safety,  care,  or  cleanliness  of the
building,  the  Complex  and/or  related  facilities  or  premises  and  for the
preservation  of good order therein,  all of which rules and regulations and /or
Building services, changes and amendments will be forwarded to Tenant in writing
and shall be  carried  out and  observed  by  Tenant.  Tenant  shall  further be
responsible for the compliance with such rules and regulations by the employees,
servants, agents, visitors and invitees of Tenant.

PARAGRAPH 57
------------

      If Tenant does not vacate at the end of the Term,  Tenant  shall  become a
Tenant-at-will and the Base Rent shall  automatically  become two hundred (200%)
percent of the Base Rent  during the last month of the Term.  This should not be
construed as Landlord's consent to hold over.

H PARAGRAPH 58
--------------

      Miscellaneous.

      (a)   The terms,  covenants,  agreements and conditions  herein contained,
            shall   apply  to  and  bind  the  heirs,   successors,   executors,
            administrators,  assigns,  and  subtenants  of the  parties  hereto,
            unless otherwise provided herein;


                                       20
<PAGE>

      (b)   The language in all parts of this Lease and Rider shall in all cases
            be  construed  as a whole  according  to its  fair  meaning  and not
            strictly for or against either the Landlord or the Tenant;

      (c)   If any term,  covenant or condition of this Lease and Rider shall be
            invalid  or  unenforceable,  the  remainder  of this Lease and Rider
            shall be valid and  enforceable to the fullest  extent  permitted by
            law;

      (d)   No failure or delay of either  party to exercise  any right or power
            given it herein or to insist  upon  strict  compliance  by the other
            party of any  obligation  imposed  upon it  herein  and no course of
            dealing or custom or  practice  of either  party  hereto at variance
            with any term hereof shall  constitute a waiver or  modification  of
            the  terms  hereof  by such  party  or its  right to  demand  strict
            compliance with the terms hereof by the other party;

      (e)   This Lease and Rider may be amended and modified  only in writing by
            an  instrument  signed by all  parties,  and may not be  amended  or
            modified orally.

      (f)   The  Landlord  shall  consent  to any  non-monetary  and  reasonable
            amendments  to the terms of this Lease which are either (a) required
            by those regulatory  authorities with jurisdiction as a condition to
            the  issuance of a  Certificate  of Authority  for the Bank,  or (b)
            necessary  for  the  continuing  compliance  by the  Bank  with  the
            applicable  provisions  of  federal  and  state  law  governing  the
            establishment and operation of regulated  financial  institutions so
            long as such alterations will not interfere with the other tenant or
            tenants or users of the  premises.  The  Tenant  shall  provide  the
            Landlord with written notice of any such alterations and amendments,
            which notice shall include the specific  terms of the  alteration or
            amendment, the regulatory authority that demanded such alteration or
            amendment,  and the statute,  regulation  or legal  principle  under
            which the requirement for such alteration or amendment arose.


                                       21
<PAGE>

                                 RIDER TO LEASE
                                     BETWEEN
                          SETH BELLER TRUST AS LANDLORD
                                       AND
                               TRB, LLC AS TENANT
                               Dated June 22, 1999

PARAGRAPH 59
------------

      (There are two additional changes to the above-referenced Lease which must
be made.  Due to  circumstances,  the same  signatories  for the  Tenant are not
present to initial these changes.  In their stead,  Robin Zager will initial for
the Tenant using the authority  that she is a Member of TRB, LLC. This temporary
page will be replaced by actual initials by the original  signatories,  Frank J.
Patock, Jr. and Charles T. Parton.)

      The address on the front page of the Lease  Agreement  has been changed by
the  Township of  Middletown.  The old address was 1250 Route 35 and the new ad-
dress is 1184 Route 35.

      The Landlord has agreed to credit the Tenant with $18,549 towards exterior
renovations of the building.  This credit will be in the form of a waiver of the
basic rent for months 58, 59, and 60. Therefore, for the months of October 2004,
November  2004,  and December 2004, the basic rent payment of $6183 shall not be
due.  (This  changes  the  extensions  of rent,  on page 2 of the  Rider,  to be
collected so year 2004 becomes  $55,647 and the TOTAL becomes  803,791.)  During
those three months, any additional rents under the Agreement above shall be paid
as required.  Beginning,  in January 2005, basic rent shall again be due, in the
amount of $7111 as per the Lease Agreement.

                                           SETH BELLER TRUST


                                           BY:       /s/ Robert Beller
                                              ----------------------------------
                                               ROBERT BELLER, Co-Trustee

                                           BY:       /s/ Francis V. Bonello
                                              ----------------------------------
                                               FRANCIS V. BONELLO, Co-Trustee


                                           TRB, LLC

                                           BY:       /s/ Robin Zager
                                               ---------------------------------
                                                ROBIN ZAGER, Member

<PAGE>

                                    EXHIBIT A
                                    ---------

                                 (not scannable)

<PAGE>

                                  SCHEDULE "B"
                                  ------------

             SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT
             -------------------------------------------------------

      THIS AGREEMENT, made as of this _____ day of _____________, ______, by and
between _________________________________________________________________ having
offices at _____________________________________________________________________
(hereinafter referred to as "Mortgagee") and____________________________________
_____________________________________________________________, having offices at
____________________________________________________ (hereinafter referred to as
"Lessee");

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

      WHEREAS, Lessee has entered into a certain Lease, dated __________________
("Lease") between ____________________________________________________ as Lessor
and _______________________________________ as Lessee, covering certain land and
improvements ("Demised Premises"), situated in the ___________ of______________,
County of ________________, and State of New Jersey, as further described in the
Lease; and

      WHEREAS,  Mortgagee is the holder of a certain Mortgage given by Lessor as
Mortgagor thereunder,  dated  __________________ and about to be recorded in the
Office  of the Clerk of  _________  County,  encumbering  the  Demised  Premises
(hereinafter the "Mortgage"); and

      WHEREAS,  Mortgagee  requires that the Lease be subordinate in priority to
the lien of the  Mortgage  and  Mortgagee  has agreed  not to  disturb  Lessee's
possessory rights in the Demised Premises provided that Lessee is not in default
under the Lease and provided  that Lessee  attorns to Mortgagee or the purchaser
at any foreclosure sale; and

      WHEREAS,  Mortgagee  is  willing  to so agree on the terms and  conditions
hereinafter provided;

      NOW,  THEREFORE,  in consideration  of the premises,  the mutual covenants
contained   herein  and  ONE  ($1.00)   DOLLAR  and  other  good  and   valuable
consideration  each to the  other in hand  paid,  receipt  of  which  is  hereby
acknowledged, Mortgagee and Lessee hereby agree as follows:

      1. The Lease is and shall be subject and  subordinate  in all  respects to
the Mortgage and to any renewal,  modification,  replacement or extension of the
same and to any  subsequent  mortgage  with which the Mortgage may be spread and
consolidated.

      2.  Provided  Lessee  complies  with this  Agreement and is not in default
under the terms of the Lease in the  payment of rent or  additional  rent or the
performance of any of the terms, conditions, covenants, clauses or agreements on
its part to be performed under the Lease, then, as of the date Mortgagee files a
lis pendens in or otherwise  commences  foreclosure  proceedings,  the Mortgagee
will not disturb Lessee's  possession under said Lease and the Lease will not be
affected or cut off by such proceeding (except to the extent that Lessee's right
to receive or set off any monies or  obligations  owed or to be performed by the
then  Lessor  shall  not be  enforceable  thereafter  against  Mortgagee  or any
subsequent owner).  Notwithstanding  any foreclosure or other acquisition of the
Demised  Premises by  Mortgagee,  the Lease will be recognized as a direct Lease
between Lessee and Mortgagee or any other party  acquiring the Demised  Premises
upon the foreclosure sale or from Mortgagee,  except that the Mortgagee,  or any
subsequent  owner,  shall not (a) be liable for any  previous act or omission of
Lessor  under the Lease,  (b) be subject to any offset  which shall  theretofore
have accrued to Lessee against  Lessor,  (c) have any obligation with respect to
any security  deposited under the Lease unless such security has been physically
delivered to Mortgagee,  or (d) be bound by any  modification of the Lease or by
any previous  prepayment of fixed rent for a period  greater than one (1) month,
unless such  modification  or prepayment  shall have been expressly  approved in
writing by the Mortgagee.

      3.  Any  provision  of this  Agreement  to the  contrary  notwithstanding,
Mortgagee  shall have no obligation,  nor incur any  liability,  with respect to
completion  of the Demised  Premises or any  improvements  for  Lessee's use and
occupancy.  Lessee certifies that as of this date, Lessee


                                       1
<PAGE>

has no charge,  lien or claim of off-set under the Lease, or otherwise,  against
the rents or other charges due or to become due thereunder.

      4. If Mortgagee elects to accept from the then Mortgagor a deed in lieu of
foreclosure, lessee's right to receive or set off any monies or obligations owed
or to be  performed by the then  Landlord  shall not be  enforceable  thereafter
against Mortgagee or any subsequent owner.

      5. Lessee will, upon request by Mortgagee or any subsequent owner, execute
a written  agreement  whereunder  Lessee  does attorn to  Mortgagee  or any such
subsequent owner and affirms Lessee's  obligations under the Lease and agrees to
pay all  rentals  and  charges  then due or to become due as they  become due to
Mortgagee or such subsequent owner.

      6. Lessee, from and after the date hereof, shall send a copy of any notice
or  statement  under the  Lease to  Mortgagee  at the same  time such  notice or
statement is sent to the Lessor under the Lease.

      7. Lessee hereby agrees that, from and after the date hereof, in the event
of any act or  omission  by Lessor  under the Lease  (other than any such act or
omission which is not capable of being remedied by Lessor under the Lease within
a reasonable  period) which would give the Lessee the right,  either immediately
or after the lapse of a period of time,  to terminate  the Lease,  or to claim a
partial or total eviction,  Lessee will not exercise any such right (a) until it
has given written notice of such act or omission to Mortgagee by delivering such
notice of such act or omission,  by certified  mail,  return receipt  requested,
addressed to Mortgagee at the  Mortgagee's  address as given  herein,  or at the
last  address of  Mortgagee,  furnished  to Lessee in  writing,  and (b) until a
reasonable  period  for  remedying  such  act or  omission  shall  have  elapsed
following such giving of notice and following the time when Mortgagee shall have
become entitled under the Mortgage to remedy the same; provided,  Mortgagee,  at
its option, shall, following the giving of such notice, have elected to commence
and continue to remedy such act or omission or to cause the same to be remedied.

      8. Lessee will neither offer nor make pre-payment of rent (for a period in
excess of one (1) month) nor further change the terms, covenants, conditions and
agreements of the Lease in any manner without the express  consent in writing of
the Mortgagee.

      9. Nothing  contained in this Agreement  shall in any way impair or affect
the lien created by the Mortgage, except as specifically set forth herein.

      10. No modification, amendment, waiver or release of any provision of this
Agreement  or of any  right,  obligation,  claim  or  cause  of  action  arising
hereunder shall be valid or binding for any purpose whatsoever unless in writing
and duly executed by the party against whom the same is sought to be asserted.

      11. This Agreement shall inure to the benefit of the parties hereto, their
successors and assigns;  provided,  however, that in the event of the assignment
or transfer of the interest of Mortgagee,  all  obligations  and  liabilities of
Mortgagee  under  this  Agreement  shall  terminate,   and  thereupon  all  such
obligations and  liabilities  shall be the  responsibility  of the party to whom
Mortgagee's interest is assigned or transferred; and provided, further, that the
interest of Lessee under the Agreement may not be assigned or transferred.

      IN WITNESS  WHEREOF,  Mortgages  and Lessee have  respectively  signed and
sealed this Agreement as of the day and year first above written.


WITNESS/ATTEST:                           ___________________________, Mortgagee


__________________________________        By: __________________________________


WITNESS/ATTEST:                           ______________________________, Lessee


__________________________________        By: __________________________________


                                       2
<PAGE>

                         ADDENDUM - MORTGAGOR'S CONSENT
                         ------------------------------

      The Mortgagor  agrees for its heirs,  successors  and assigns that (1) the
within  Agreement  does not (a)  constitute  a waiver by Mortgagee of any of its
rights under the Mortgage,  and/or (b) in any way release the Mortgagor from its
obligation  to  comply  with  the  terms,  provisions,   conditions,  covenants,
agreements  and clauses of the Mortgage;  and (2) the provisions of the Mortgage
remain in full force and effect and must be complied with by the Mortgagor.

WITNESS/ATTEST:                           ____________________, Lessor/Mortgagor


__________________________________        By: __________________________________