Exhibit 10.15

FSR2-POMO (Port Monmouth)

                               SUBLEASE AGREEMENT

                                 BY AND BETWEEN

                    FIRST STATES REALTY, L.P., AS SUBLANDLORD

                                       AND

                     TWO RIVER COMMUNITY BANK., AS SUBTENANT

                                    PREMISES:
                                 357 Highway 36
                            Port Monmouth, New Jersey

<PAGE>

ARTICLE I DEMISE, PREMISES, TERM, COVENANTS

         1.01     Demise and Premises
         1.02     Term
         1.03     Renewal Option
         1.04     Sublandlord's Covenants
         1.05     Subtenant's Covenants, Rights and Privileges
         1.06     Termination Right

ARTICLE II RENT

         2.01     Basic Subrent
         2.02     Annual Increases in Basic Subrent
         2.03     Additional Subrent
         2.04     Interest on Subrent; Late Charges
         2.05     Method of Payment

ARTICLE III - SECURITY DEPOSIT

ARTICLE IV - USE

         4.01     Use
         4.02     Continuous Operations

ARTICLE V - TAXES; UTILITIES

         5.01     Taxes Payable by Subtenant
         5.02     Proration
         5.03     Contests
         5.04     Evidence of Payment
         5.05     Forwarding of Bills
         5.06     Utility Charges

ARTICLE VI - ALTERATIONS

         6.01     Changes, Alterations and Additional Construction
         6.02     Manner of Construction
         6.03     Title to Alterations

ARTICLE VII - SURRENDER

         7.01     Delivery of Possession
         7.02     Removal of Personal Property
         7.03     Retention of Personal Property


                                       i
<PAGE>

ARTICLE VIII - INSURANCE

         8.01     Sublandlord's Insurance
         8.02     Subtenant's Insurance
         8.03     General Requirements
         8.04     Notifications
         8.05     Mutual Waiver of Subrogation

ARTICLE IX - PERFORMANCE OF SUBTENANT'S AGREEMENTS

ARTICLE X - REPAIRS AND MAINTENANCE

         10.01    Repair of Premises
         10.02    No Obligation of Sublandlord to Make Repairs
         10.03    Water/Sewer Line Maintenance
         10.04    Commission of Waste

ARTICLE XI - COMPLIANCE WITH LAWS, ORDINANCES, ETC

         11.01    Compliance with Laws
         11.02    Compliance with Insurance Requirements
         11.03    Contest by Subtenant
         11.04    Permits

ARTICLE XII - MECHANICS' LIENS

ARTICLE XIII - INSPECTION OF PREMISES BY SUBLANDLORD

ARTICLE XIV - INDEMNIFICATION OF LANDLORDS

ARTICLE XV - SUBTENANT'S ACCEPTANCE OF CONDITION OF PREMISES

ARTICLE XVI - DEFAULT BY SUBTENANT

         16.01    Event of Default
         16.02    Multiple Defaults
         16.03    Sublandlord's Remedies for Subtenant's Default
         16.04    Miscellaneous Default Provisions

ARTICLE XVII - DAMAGE AND DESTRUCTION; CONDEMNATION

         17.01    Abatement of Subrent
         17.02    Termination Upon Casualty or Condemnation
         17.03    Notices To Subtenant

ARTICLE XVIII - INTENTIONALLY OMITTED


                                       ii
<PAGE>

ARTICLE XIX - ASSIGNMENT, SUBLETTING AND MORTGAGING

         19.01    Voluntary Assignment or Other Transfer of Sublease
         19.02    Subletting
         19.03    Transactions with Affiliates; Sublandlord's Recapture Rights
         19.04    Subtenant Remains Responsible

ARTICLE XX - NOTICES

ARTICLE XXI - QUIET ENJOYMENT

ARTICLE XXII - ESTOPPEL CERTIFICATES

         22.01    Subtenant's Estoppel
         22.02    Sublandlord's Estoppel

ARTICLE XXIII - SUBLEASE NOT SUBJECT TO TERMINATION

ARTICLE XXIV - ENVIRONMENTAL OBLIGATIONS

         24.01    No Hazardous Materials
         24.02    Definition of Hazardous Materials
         24.03    Notification of Hazardous Materials
         24.04    Sublandlord Access
         24.05    Subtenant Not Liable for Existing Conditions

ARTICLE XXV - MISCELLANEOUS PROVISIONS

         25.01    Subordination, Attornment and Mortgagee Protection
         25.02    Integration
         25.03    No Recording
         25.04    Time of the Essence
         25.05    No Partnership
         25.06    Severability
         25.07    Authority
         25.08    Governing Law
         25.09    Counterparts
         25.10    Plans
         25.11    Headings; Pronouns
         25.12    Binding Effect; Successors and Assigns
         25.13    Limitation of Sublandlord's Liability
         25.14    Survival
         25.15    Brokers
         25.16    Insolvency or Bankruptcy of Subtenant

EXHIBIT "A" - DESCRIPTION OF PREMISES
EXHIBIT "B" - COPY OF MASTER LEASE


                                      iii
<PAGE>

PROPERTY: Port Monmouth

                               SUBLEASE AGREEMENT

            This Sublease Agreement ("Sublease") is entered into this April 11,
2001, by and between FIRST STATES REALTY, L.P., a Pennsylvania partnership, with
an address at 1725 The Fairway, Jenkintown, Pennsylvania 19046 ("Sublandlord"),
and TWO RIVER COMMUNITY BANK with an address at 1250 Highway 35, Middletown, New
Jersey 07748 ("Subtenant").

                                   BACKGROUND

            A. This Sublease pertains to (a) all that certain tract or parcel of
land situated at 357 Highway 36, Port Monmouth, New Jersey, known as Block 244,
Lot 5 on the tax map of the Borough of Middletown, and more particularly
described in Exhibit "A" attached hereto and made a part hereof ("Land"), (b)
the existing, approximately 2,180 sf. building ("Building"), and all parking
lots, driveways, walkways, utility facilities, structures and other improvements
located on the Land (the Building and all items referred to in this clause (b)
are sometimes herein collectively called the "Improvements"), (c) all those
fixtures and building machinery and equipment which are now located in or on the
Improvements, and which are necessary or useful for the supply of heat, air
conditioning, ventilation, electricity, telephone and other utility facilities
to the Improvements, in the quantities and capacities now being supplied to the
Improvements (collectively, "Fixtures"), (d) trade fixtures and other personal
property now located on or in the Land or the Improvements, including any
drive-through bank equipment, vaults, and security systems, but excluding
security system cameras and "smart" control panels, all equipment or systems
that have been leased by the prior user of the Premises, automated teller
machines, computer terminals, adding machines and removable furniture
(collectively, "Personalty"), and (e) all the appurtenances, rights, privileges
and easements unto the Land or Improvements belonging or in anywise appertaining
(the Land, Improvements, Fixtures, Personalty and said appurtenances, rights,
privileges and easements are sometimes herein collectively called the
"Premises").

            B. By Lease dated June 20, 1997 ("Original Lease"), the Estate of
Carl Casriel (together with its successors and assigns, the "Master Landlord")
leased the Premises to FIRST UNION NATIONAL BANK, as successor in interest to
Corestates Bank, N.A. ("Original Tenant").

            C. The Original Lease has not been amended or modified ("Master
Lease"). A redacted copy of the Master Lease is attached as Exhibit "B" hereto.

            D. By Assignment and Assumption Agreement dated August 6, 1999,
Original Tenant assigned all of its right, title and interest in and to the
Master Lease and the Premises to Sublandlord.


                                       1
<PAGE>

            E. Subtenant desires to sublease the entire Premises from
Sublandlord upon the terms and conditions hereinafter set forth.

            Now, therefore, Sublandlord and Subtenant, each intending to be
legally bound, hereby mutually covenant and agree as follows:

ARTICLE I - DEMISE, PREMISES, TERM, COVENANTS
            ---------------------------------

      1.01 Demise and Premises. Sublandlord hereby demises and sublets unto
Subtenant, and Subtenant hereby subleases and takes from Sublandlord, the
Premises for the Term (as hereinafter defined) and upon the covenants, terms and
conditions hereinafter set forth.

      1.02 Term. The term of this Sublease (including any extensions or
renewals, the "Term") shall commence on May 1, 2001 ("Commencement Date"), and
shall end on August 31, 2007 ("Expiration Date"), unless extended or sooner
terminated as herein provided. Notwithstanding the foregoing, Subtenant may
occupy the Premises prior to the Commencement Date for the limited purpose of
making the same ready for Subtenant's use and occupancy, in which event all of
the terms and conditions of this Sublease shall apply, except for Subtenant's
obligation to pay Subrent (defined below).

      1.03 Renewal Option. Intentionally Omitted.
           --------------

      1.04 Sublandlord's Covenants. Any provision of this Sublease to the
contrary notwithstanding, so long as Subtenant is not in default under this
Sublease beyond any applicable notice and cure periods, Sublandlord shall pay to
Master Landlord promptly when due all basic rent, additional rent and all other
charges reserved and covenanted to be paid by the "Tenant" under the Master
Lease, and any failure by Sublandlord to pay such amounts to Master Landlord
when due (and the continuation of such failure beyond any applicable notice and
cure periods expressed in the Master Lease) shall constitute a default by
Sublandlord of its obligations under this Sublease. Where in the Master Lease
there are duties and obligations owed by Master Landlord to Sublandlord that are
necessary for the proper use and enjoyment of the Premises by Subtenant under
this Sublease, Sublandlord shall use Sublandlord's best efforts to obtain the
performance of such duties and obligations by the Master Landlord in favor of
Subtenant, but Sublandlord shall not be liable to Subtenant for the failure of
the Master Landlord to perform said duties and obligations or for the result of
such failure. The only services or rights to which Subtenant is entitled
hereunder are those to which Sublandlord is entitled under the Master Lease, and
for all such services and rights Sublessee shall look to Master Landlord under
the Master Lease.

      1.05 Subtenant's Covenants, Rights and Privileges. Subtenant shall observe
and perform when due all covenants, agreements and obligations of the "Tenant"
under the Master Lease, except for "Tenant's" obligation to pay rent under the
Lease. During the Term hereof, Subtenant shall have all the rights and
privileges of "Tenant" under the Master Lease, except that Subtenant shall not
have the right to (i) exercise any renewal or other option rights of "Tenant"
under the Master Lease or (ii) modify, amend or terminate the Master Lease or
waive any agreement or obligation of or right or remedy of "Tenant" thereunder
against Master Landlord. Subtenant's failure to perform "Tenant's" obligations
under the Master Lease shall also be a


                                       2
<PAGE>

breach of this Sublease and Sublandlord shall have all the rights against
Subtenant as would be available to the Master Landlord under the Master Lease if
such breach were by "Tenant" thereunder. The rights of Master Landlord under the
Master Lease may be enforced by, and are for the benefit of, both the
Sublandlord herein and the Master Landlord. Subtenant shall neither do nor
permit anything to be done which would cause the Master Lease to be terminated
or forfeited by reason of any right of termination or forfeiture reserved or
vested in the Master Landlord under the Master Lease. In the event that any term
or provision of the Master Lease is inconsistent or conflicts with any term or
provision of this Sublease, the terms and provisions of this Sublease shall
control to the extent provided.

      1.06 Termination Right. As expeditiously as possible following the
execution of this Sublease, Subtenant shall apply to the State of New Jersey
Department of Banking and Insurance or any other necessary federal or state
regulatory authorities for approval with respect to the establishment of a
branch bank of Subtenant within the Premises ("Regulatory Approval") and shall
pursue same in good faith and with due diligence. Subtenant shall immediately
give written notice to Sublandlord of Subtenant's receipt of Regulatory Approval
or knowledge of the denial of same. In such connection, if Subtenant has not
received Regulatory Approval and provided Sublandlord with satisfactory evidence
of same by June 30, 2001, this Lease, at the option of the Subtenant, may be
terminated by written notice to Sublandlord at any time thereafter (but prior to
actual receipt of Regulatory Approval and notice to Sublandlord thereof).

ARTICLE II - RENT
             ----

      2.01 Basic Subrent. Beginning on the Commencement Date and continuing
throughout the first Sublease Year, Subtenant shall pay to Sublandlord annual
basic rent ("Basic Subrent") of $34,880.00, payable in equal monthly
installments of $2,906.66. During the second and subsequent Sublease Years
throughout the Term, including any renewal or extensions thereof, the Basic
Subrent payable by Subtenant shall be increased as expressed in Section 2.02
below. As used herein, "Sublease Year" means each consecutive twelve calendar
month period beginning with the Commencement Date, except that if the
Commencement Date is not the first day of a calendar month, then the first
Sublease Year shall also include the days during the Term occurring before the
first day of the first calendar month following the Commencement Date. Each
monthly installment of Basic Subrent shall be payable in advance on the first
day of each month during the Term, the first such installment to be paid on the
Commencement Date, provided, however, if the Commencement Date is not the first
day of a calendar month, then the Basic Subrent for the calendar month in which
the Commencement Date occurs shall be prorated on the basis of the portion of
such month which occurs during the Term, which prorated amount shall be paid on
the Commencement Date.

      2.02 Annual Increases in Basic Subrent. On the first day of the second and
each subsequent Sublease Year throughout the Term, the Basic Subrent payable by
Subtenant shall be increased by an amount determined by multiplying the Basic
Subrent payable during the then current Sublease Year by the greater of the (i)
the CPI Increase or (ii) 3%. The term "CPI Increase" shall mean a fraction,
expressed as a decimal, the numerator of which is the Current CPI minus the
Prior CPI and the denominator of which is the Prior CPI. The "Current CPI" is
the CPI for the calendar month that is three months prior to the first calendar
month of the Sublease Year for which the Basic Subrent increase is being
calculated and the "Prior CPI" is the


                                       3
<PAGE>

CPI for the calendar month that is fifteen months prior to the first calendar
month of the Sublease Year for which the Basic Subrent increase is being
calculated. The term "CPI" shall mean the "Consumer Price Index for All Urban
Consumers (CPI-U)" published by the Bureau of Labor Statistics of the United
States Department of Labor, All Items (1982-84=100), U.S. City Average, or any
successor index thereto, appropriately adjusted. If the CPI ceases to be
published and there is no successor thereto, such other government or
non-partisan index or computation shall be used which would obtain a
substantially similar result as if the CPI has not been discontinued.

      2.03 Additional Subrent. From and after the Commencement Date, and
throughout the Term of this Sublease, Subtenant shall pay as additional rent
("Additional Subrent", the Basic Subrent and Additional Subrent, and each
installment and increment thereof, are sometimes herein collectively called
"Subrent") all costs and expenses attributable to the Premises during the Term
as if Subtenant owned the Premises during the Term, including, without
limitation, all real estate taxes, special and general assessments, and
Sublandlord's insurance premiums. It is intended that (a) Sublandlord shall
incur no cost or expense with respect to the Premises during the Term and (b)
the Basic Subrent shall be an absolute net return to Sublandlord throughout the
Term of this Sublease, without offset or deduction and free of all expenses,
charges, diminution and other deductions whatsoever. In the event of any
non-payment thereof, Sublandlord shall have all the rights and remedies provided
for herein or at law in the case of non-payment of rent.

      2.04. Interest on Subrent; Late Charges. On any Subrent not paid within
ten days following the due date therefor, Subtenant shall pay Sublandlord as
Additional Subrent hereunder, a late charge equal to 5% of the amount of such
Subrent. In addition, any Subrent not paid within thirty (30) days following the
due date therefor shall bear interest at the annual rate of 12% (the "Default
Rate") from its due date until the date Sublandlord receives payment.

      2.05. Method of Payment. All Subrent shall be payable to Sublandlord at
1725 The Fairway, Jenkintown, Pennsylvania 19046, or to such other person and/or
at such other place as shall be designated in writing by Sublandlord to
Subtenant. All Subrent shall be paid by Subtenant without offset, deduction or,
except as otherwise expressly provided for herein, demand.

ARTICLE III - SECURITY DEPOSIT Subtenant shall pay on execution hereof a
security deposit in the sum of $2,906.66 to be retained by Sublandlord, without
interest, and not in trust or a separate account, as security for the faithful
performance and observance by Subtenant of all the covenants and conditions of
this Sublease. In the event Subtenant defaults in any of its obligations under
this Sublease, Sublandlord may apply the whole or any part of said security
deposit on account of unpaid rent hereunder and any expenditures made by
Sublandlord by reason of Subtenant's default. Unless and to the extent the
security deposit shall be so applied by Sublandlord, it shall be paid to
Subtenant within 30 days following the end of the term of this Sublease.


                                       4
<PAGE>

ARTICLE IV - USE
             ---

      4.01 Use. The Premises shall be used solely as a bank branch office, and
for no other purpose without the prior written consent of Sublandlord, which
consent Sublandlord shall not unreasonably withhold or delay.

      4.02 Continuous Operations. From and after the Commencement Date and
continuing throughout the Term of this Sublease and any renewals thereof,
Subtenant covenants and agrees with Sublandlord to operate a bank branch within
the Premises in a manner consistent with the operations of the majority of
Subtenant's other insurance offices. At a minimum, Subtenant shall be open for
business within the Premises weekdays (excluding holidays) for at least six (6)
hours per day. Notwithstanding the foregoing, Subtenant may from time to time
cease or suspend operations within the Premises for not more than six months
during any consecutive twenty-four month period, but no such cessation or
suspension of operations shall release Subtenant from performance of its other
obligations hereunder, including, without limitation, Subtenant's obligation to
pay Subrent and to maintain and repair the Premises as set forth herein.

ARTICLE V - TAXES; UTILITIES
            ----------------

      5.01 Taxes Payable by Subtenant. Subtenant shall pay all taxes, general
and special assessments, excises, levies, license and permit fees and other
governmental charges, general or special, ordinary or extraordinary, unforeseen
or foreseen, of any kind and nature whatsoever (including without limitation all
penalties and interest thereon) which at any time during the Term may be
assessed, levied, imposed upon, or grow or become due and payable out of or in
respect of, the Premises or any part thereof, or the use or occupancy thereof,
or which at any time during the Term hereof may become a lien on the Premises or
any part thereof (all of the foregoing are sometimes herein collectively called
"Taxes"). Taxes shall not include any transfer tax imposed on Sublandlord in
connection with a sale of the Premises, net income taxes, excess profit taxes,
gross receipts taxes, excise taxes, business privilege taxes or fees,
inheritance taxes or any capital stock or franchise taxes.

      5.02 Proration. Any Tax assessed on the basis of a fiscal or tax period of
the relevant taxing authority, a part of which period is included within the
Term and a part of which falls before the Term or after the Term, shall be
prorated between Sublandlord and Subtenant so that Subtenant shall pay such
proportion of said Tax as applies to the Term, and Sublandlord shall pay the
remainder thereof. If Subtenant is permitted to pay, and elects to pay, any Tax
for which Subtenant is responsible in installments, Subtenant may pay such Tax
in the maximum number of installments permitted.

      5.03 Contests. Subtenant shall have the right to contest, at Subtenant's
sole cost and expense, the amount or validity, in whole or in part, of any Tax,
by appropriate proceedings diligently conducted by Subtenant in good faith, but
only after payment of such Tax.

      5.04 Evidence of Payment. Subtenant shall furnish to Sublandlord for
inspection within ten days of demand of Sublandlord, a photocopy of the official
receipt of the appropriate taxing authority, or, in lieu thereof, other proof
satisfactory to Sublandlord evidencing payment of such Tax.


                                       5
<PAGE>

      5.05 Forwarding of Bills. Sublandlord shall, promptly upon receipt of a
bill for any Tax, or notice of assessment, or notice of increase, or other
change therein, forward the same to Subtenant, but Subtenant's nonreceipt
thereof shall not excuse Subtenant from the timely payment of any Tax which
Subtenant is obligated to pay hereunder or otherwise relieve Subtenant of
Subtenant's liabilities and duties hereunder. Subtenant may make arrangements
with the taxing authorities for the transmission of bills and notices
simultaneously to Sublandlord and Subtenant.

      5.06 Utility Charges. Subtenant shall pay, before any interest or penalty
shall accrue thereon, all water and sewer rentals and charges and all charges
for gas, electricity, telephone and communication services and other utility
services used, rendered or consumed upon the Premises during the Term hereof.

ARTICLE VI - ALTERATIONS
             -----------

      6.01 Changes, Alterations and Additional Construction. Subtenant shall not
construct any (a) additional building or improvement on the Premises (i.e., in
addition to the Improvements existing on the date hereof), or (b) change,
alteration or addition in or to the Improvements that would reduce the value
thereof or that would affect the structural elements of the Improvements or the
use of the Premises use as a bank branch, or (c) driveway, roadway or parking
area on the Premises (any and all of the foregoing being herein collectively
called an "Alteration"), unless and until, in each instance, Subtenant shall
have and submitted to Sublandlord and Master Landlord plans, specifications and
other materials as Sublandlord or Master Landlord may request, and Sublandlord
or Master Landlord shall have approved same (which approval Sublandlord shall
not unreasonably withhold or delay). Subtenant may, without Sublandlord's
consent, but only to the extent permitted by the Master Lease and applicable
law, place, erect or maintain signs on or about the Premises, provided Subtenant
shall remove the same at the expiration or sooner termination of the Term.

      6.02 Manner of Construction. (A) All Alterations shall be constructed by
Subtenant, without expense to Sublandlord, in a good, first class and
workmanlike manner, employing new materials of first class quality, and in
compliance with the Sublandlord-approved and, to the extent required under the
Master Lease, Master Landlord-approved plans and specifications therefor and all
applicable permits, laws, ordinances and regulations and orders, rules and
regulations of the Board of Fire Insurance Underwriters or any other body
exercising similar functions, and in compliance with the terms and conditions of
this Sublease and the Master Lease.

            (B) Prior to the commencement of construction of any Alteration,
Subtenant shall deliver to Sublandlord a duly filed waiver of mechanics' liens,
in form acceptable to Sublandlord, covering all contractors, subcontractors,
materialmen and other persons who might be entitled to file a mechanics' lien.

            (C) Promptly upon the completion of construction of each Alteration,
Subtenant shall deliver to Sublandlord one complete set of "as built" drawings
thereof.


                                       6
<PAGE>

      6.03 Title to Alterations. Except to the extent otherwise expressly
provided herein or in the Master Lease, upon the completion of construction of
each Alteration, such Alteration shall automatically be deemed part of the
Improvements and Premises for purposes of this Sublease and, upon any
termination of this Sublease or Subtenant's right of possession of the Premises,
title to such Alterations automatically shall pass to, vest in and belong to
Sublandlord without further action on the part of either party and without cost
or charge to Sublandlord. Notwithstanding the foregoing, Sublandlord may
condition Sublandlord's approval of Subtenant's construction of an Alteration on
Subtenant's agreement to remove all or a portion of such Alteration at the end
of the Term hereof and, in such event, upon any termination of this Sublease or
Subtenant's right of possession of the Premises, all such Alterations, or any
part or parts thereof so designated by Sublandlord at the time of Sublandlord's
approval thereof, shall be removed from the Premises and the Premises restored
substantially to their condition immediately prior to the construction thereof,
all at Subtenant's expense.

ARTICLE VII - SURRENDER
              ---------

      7.01 Delivery of Possession. Subtenant shall, on the Expiration Date of
the Term, or upon any earlier termination of this Sublease, or upon any
termination of Subtenant's right to possess the Premises pursuant to the
provisions of this Sublease, well and truly surrender and deliver up the
Premises into the possession and use of Sublandlord without fraud or delay and
in the condition in which Subtenant has herein and in the Master Lease agreed to
maintain them, broom clean and free and clear of all lettings, occupancies,
liens and encumbrances, other than those existing immediately prior to the
commencement of the Term. If Subtenant holds over in the Premises after the
expiration of the Term or any earlier termination of this Sublease or of
Subtenant's right to possess the Premises, then, at Sublandlord's option, and
without limitation to any right or remedy of Sublandlord or Master Landlord with
respect to such holding over, such holding over shall create a tenancy at
sufferance only, subject to Subtenant's obligation to pay rental equal to 200%
of the Subrent (prorated on a daily basis) in effect immediately prior to such
expiration or termination, and subject to all the provisions and conditions of
this Sublease, other than provisions relating to length of Term, which tenancy
may be terminated at any time by Sublandlord giving notice thereof to Subtenant.
Sublandlord's acceptance of any such rental during the period of Subtenant's
holding over shall not waive or otherwise affect any claim, right or remedy
which Sublandlord or Master Landlord may have with respect to such holding over.

      7.02 Removal of Personal Property. Any and all fixtures, machinery,
equipment, furniture, furnishings and other personal property furnished or
installed by or at the expense of Subtenant which does not constitute part of
the Premises, shall be removed by Subtenant and all damage to the Premises
caused by such removal repaired by Subtenant, prior to the expiration or earlier
termination of the Term or the termination of Subtenant's right to possess the
Premises.

      7.03 Retention of Personal Property. Any personal property which shall
remain on the Premises after the expiration of the Term or earlier termination
of this Sublease or Subtenant's right to possess the Premises may, at the option
of Sublandlord, be deemed to have been abandoned by Subtenant and may be
retained by Sublandlord as Sublandlord's property or be disposed of, without
liability of Sublandlord, in such manner as Sublandlord may see fit, or
Sublandlord, at its option, may require Subtenant to remove the same at
Subtenant's expense. In case of such removal, all costs of removal and of
repairing any damage to the Premises arising


                                       7
<PAGE>

from such removal shall be paid by Subtenant upon Sublandlord's demand.
Subtenant shall pay to Sublandlord on demand (a) a reasonable fee for storing
and disposing of any such personal property, and (b) all costs and expenses
incurred by Sublandlord in storing and disposing of any such personal property
(including, without limitation, counsel fees relating to claims against
Sublandlord by any and all parties claiming interests in such personal
property).

ARTICLE VIII - INSURANCE
               ---------

      8.01 Sublandlord's Insurance. Sublandlord shall at all times during the
Term keep the Premises insured, at Subtenant's sole cost and expense, chargeable
by Sublandlord as Additional Subrent, against such risks, and with such
coverages, as Sublandlord shall from time to time require, including, without
limitation, broad form fire and extended coverage insurance, in an amount not
less than the full replacement value (as from time to time designated by
Sublandlord) of all Improvements, with coverage (in addition to the standard
coverage afforded by such insurance) for theft, vandalism, malicious mischief,
boiler explosion, and Subrent insurance with respect to the Subrent payable for
the one year period following the occurrence of any casualty.

      All insurance policies required by this Section shall contain (a) a
noncontributory mortgagee clause in favor of all holders of mortgages affecting
the Premises, (b) a waiver of subrogation as to Sublandlord and Master Landlord,
and (c) a waiver of co-insurance as to Sublandlord, Master Landlord and all
holders of mortgages on the Premises.

      8.02 Subtenant's Insurance. Subtenant, at Subtenant's sole cost and
expense, shall maintain (i) commercial general liability insurance against any
claims for bodily injury, death or property damage, occurring on, in or about
the Premises, and against contractual liability for any such claims, such
insurance to afford minimum protection in the amount of $2,000,000 or in such
higher amount as Sublandlord may deem reasonably necessary and (ii) "all risk"
property insurance on Subtenant's personal property, fixtures and improvements
or alterations to the Premises made by Subtenant. Sublandlord has no obligation
to insure Subtenant's property or to repair, restore, or replace any of
Subtenant's furniture, furnishings, equipment or other personal property or the
value of any improvements made to the Premises by Subtenant. Sublandlord, and
any mortgagee of the Premises designated by Sublandlord, shall be named as
additional insured under all such policies.

      8.03 General Requirements. Without limitation to the foregoing, the
following provisions shall apply to each and every policy of insurance which
Subtenant is hereby required to carry: (a) the form, amount and coverage of each
policy and the insurer under each policy, shall be subject to Sublandlord's and
Master Landlord's approval, (b) Subtenant shall cause each carrier to deliver
its certificate of insurance to Sublandlord, Master Landlord and any holder of a
mortgage on the Premises designated by Sublandlord or Master Landlord,
certifying the applicable insurance provisions herein required, (c) within
fifteen days after Sublandlord's or Master Landlord's request, Subtenant shall
deliver to Sublandlord, Master Landlord and any holder of a mortgage on the
Premises designated by Sublandlord an original copy of each policy, (d) each
certificate shall state that the applicable policy has been prepaid by Subtenant
for a minimum period of one year (or in lieu of such statement, Subtenant shall
provide Sublandlord with evidence of such prepayment), and shall require 30 days
written notice by the carrier to Sublandlord and any holder of a mortgage on the
Premises designated by Sublandlord prior to


                                       8
<PAGE>

any cancellation, expiration, amendment or lapse thereof, (e) no policy shall
name a loss payee or beneficiary other than Subtenant, Sublandlord, Master
Landlord and any holder of a mortgage on the Premises designated by Sublandlord
and Master Landlord, (f) at least 30 days prior to the expiration of each
policy, Subtenant shall provide Sublandlord, Master Landlord and any holder of a
mortgage on the Premises designated by Sublandlord or Master Landlord with
certificates (or copies of policies, if required by Sublandlord as aforesaid) of
renewal or replacement policies, (g) each policy shall be issued by a carrier
duly licensed in the state in which the Premises are located, (h) Subtenant
shall not permit any condition to exist on the Premises, and shall not commit
any act or omission, which would wholly or partially invalidate any insurance,
(i) jf any insurance shall expire, be withdrawn, lapse, become void or unsecure
by reason of Subtenant's breach of any condition thereof or by reason of the
failure or impairment of the capital of any carrier thereof, or if for any
reason whatsoever the insurance shall be unsatisfactory to Sublandlord,
Subtenant shall place new insurance on the Premises which conforms to the
insurance requirements herein set forth, and (j) in the event of any default by
Subtenant with respect to its obligations pertaining to insurance, Sublandlord,
at its option but without being obliged to do so, and in addition to any other
rights and remedies Sublandlord may have on account of such default, shall have
the right to cure such default (including, without limitation, the right to
purchase single interest coverage protecting only the interest of Sublandlord,
the right to make premium payments and the right to cause changes to be made to
policies then carried by Subtenant), whereupon all costs and expenses incurred
by Sublandlord in curing such default together with interest at the Default Rate
from the respective dates of expenditures by Sublandlord, shall be paid by
Subtenant on demand. Subtenant may maintain any or all of the foregoing
insurance coverages under blanket insurance policies covering other premises and
property owned or leased by Subtenant so long as the coverages afforded with
respect to the Premises under such blanket policies are at least equal to the
required limits hereunder and coverage is not reduced below such limits by
reason of occurrences elsewhere. Prior to the Effective Date of this Sublease,
Subtenant shall deliver insurance certificates evidencing Subtenant's compliance
with this Article VIII.

      8.04 Notifications. Upon the occurrence of any accident, injury or
personal property casualty in or about the Premises, Subtenant shall give
immediate notice thereof to Sublandlord, and shall provide Sublandlord with
evidence that such liability of Sublandlord relating thereto is covered by the
insurance which Subtenant is required by this Sublease to carry. If the
Improvements, or any part thereof, are destroyed or damaged by any cause,
Subtenant shall give immediate notice thereof to Sublandlord.

      8.05 Mutual Waiver of Subrogation. Any provision of this Sublease to the
contrary notwithstanding, Sublandlord and Subtenant each hereby release the
other from any and all liability or responsibility to the other or anyone
claiming through or under them by way of subrogation or otherwise from any and
all liability for any loss or damage to the property of the releasing party to
the extent that the releasing party's loss or damage is insured under
commercially available "all risk" property insurance policies, even if such loss
or damage or legal liability shall be caused by or result from the fault or
negligence of the other party or anyone for whom such party may be responsible
and even if the releasing party is self-insured or the amount of the releasing
party's insurance is inadequate to cover the loss or damage or legal liability.
It is the intention of the parties that Sublandlord and Subtenant shall look
solely to their


                                       9
<PAGE>

respective insurance carriers for recovery against any such loss or damage or
legal liability, without such insurance carriers having any rights of
subrogation against the other party.

ARTICLE IX - PERFORMANCE OF SUBTENANT'S AGREEMENTS If Subtenant shall at any
time fail to observe or perform any of its agreements or obligations under this
Sublease, and such failure shall continue beyond any default cure period
specified herein, then Sublandlord shall have the right, but not the obligation,
in addition to all its other rights and remedies, to observe or perform all or
part (as Sublandlord may elect) of such agreements or obligations on behalf of
Subtenant, in which event Sublandlord shall have the right to enter the Premises
for such purposes. All costs and expenses (including without limitation counsel
fees) incurred by Sublandlord in exercising any of its rights under this
Article, together with interest thereon at the Default Rate from the respective
dates of Sublandlord's incurring of such costs or expenses until the date of
payment, shall constitute Additional Subrent and shall be paid by Subtenant to
Sublandlord on demand.

ARTICLE X - REPAIRS AND MAINTENANCE
            -----------------------

      10.01 Repair of Premises . Throughout the Term of this Sublease,
Subtenant, at Subtenant's sole cost and expense, shall take good care of the
Premises, including the roof, all interior and exterior structural elements, and
the parking lots, sidewalks and curbs (if any) adjoining the Premises, and shall
keep the same in good order and condition, and, to the extent that the same are
not the obligation of Master Landlord under the Master Lease, make all necessary
repairs thereto, ordinary and extraordinary, interior and exterior. When used in
this Article, the term "repairs" shall include all necessary replacements and
alterations as well as the correction of construction defects in the
Improvements. All repairs made by Subtenant shall be in conformity with the
requirements of the Master Lease and substantially equivalent in quality and
class to the original work.

      10.02 No Obligation of Sublandlord to Make Repairs. Sublandlord shall not
be required to furnish any services or facilities or to make any repairs in or
to the Premises. Subtenant hereby assumes the full and sole responsibility for
the condition, operation, repair, replacement, maintenance and management of the
Premises.

      10.03 Water/Sewer Line Maintenance. Notwithstanding anything to the
contrary contained herein, Sublandlord, at Sublandlord's sole cost and expense,
shall be responsible for all necessary repair, replacement and maintenance to
the water/sewer line serving the Premises. Upon notice by the Subtenant of a
sanitary sewer line back-up or failure causing sewerage to come in to the
Premises, the Sublandlord shall take immediate action to remedy the condition
and clean up any sanitary sewerage. The word "immediate" shall be defined for
purposes, herein as within two hours of Subtenant's notice to Sublandlord of
such a condition.

      Should the sanitary sewerage line back up or fail, causing sewerage to
come to the Building and should such an occurrence occur more than two (2) times
in a lease year (May 1 through April 30th) the Sublandlord shall replace at its
own costs and expense, the sanitary sewerage lateral from the building premises
to the sanitary sewerage main.


                                       10
<PAGE>

      Failure of the replacement of the sanitary sewerage lateral to resolve the
aforementioned problem, shall entitle the Subtenant to terminate this Sublease
upon thirty (30) days written notice to Sublandlord.

      10.04 Commission of Waste. Subtenant shall not cause or permit any waste
or damage, disfigurement or injury to any of the Premises or any part or parts
thereof.

ARTICLE XI- COMPLIANCE WITH LAWS, ORDINANCES, ETC
            -------------------------------------

      11.01 Compliance with Laws. Throughout the Term of this Sublease,
Subtenant, at Subtenant's sole cost and expense, shall conform to, comply with
and take any and all action necessary to avoid or eliminate any violation of all
present and future laws, statutes, ordinances, orders, rules, regulations or
requirements of any federal, state or municipal government, agency, department,
commission, board or officer having jurisdiction, foreseen or unforeseen,
ordinary or extraordinary, which shall be applicable to the Premises, or any
part thereof, or to the use or manner of use thereof by any of the occupants
thereof, whether or not such law, ordinance, order, rule, regulation or
requirement necessitates structural changes or improvements or interferes with
the use and enjoyment of the Premises.

      11.02 Compliance with Insurance Requirements. Subtenant shall observe and
comply with the requirements of all policies of insurance which Subtenant is
required hereby to maintain from time to time with respect to the Premises, and
all orders, rules and regulations of the Board of Fire Insurance Underwriters
(or any other body exercising similar functions) applicable thereto, or any use,
manner of use or condition thereof.

      11.03 Contest by Subtenant. To the extent permitted under the Master
Lease, Subtenant shall have the right to contest, by appropriate proceedings
diligently conducted in good faith, without cost or expense to Sublandlord, the
validity or application of any law, ordinance, order, rule, regulation or
requirement of the nature referred to in this Article, provided that the delay
in conformance to or compliance with the same, attendant upon and pending the
prosecution of such proceedings, shall not subject Sublandlord to any fine,
penalty or criminal liability or render the Premises, or any part thereof,
liable to lien, forfeiture or loss. In the event of the termination of this
Sublease prior to the conclusion of such contest, Subtenant shall immediately
comply with any such contested law, ordinance, order, rule, regulation or
requirement. Subtenant shall, within 10 days after Sublandlord's demand,
reimburse Sublandlord for all costs and expenses (including, without limitation,
counsel fees) incurred by Sublandlord in connection with any such contest.
Subtenant shall defend, indemnify and save harmless Sublandlord from all other
liability, costs and expenses incurred in connection with any such contest.

      11.04 Permits. Throughout the Term of this Sublease, Subtenant, at
Subtenant's sole cost and expense, shall procure and maintain all permits,
licenses and authorizations required for the Premises and each part thereof, and
any use of the Premises permitted hereby, and for the lawful and proper
operation and maintenance thereof.

ARTICLE XII - MECHANICS' LIENS Subtenant shall not suffer or permit any
mechanic's lien to be filed against the interest of Sublandlord or Subtenant in
the Premises by reason of work, services or materials supplied to Subtenant, the
Premises, or any part thereof. If any such


                                       11
<PAGE>

lien shall be filed at any time, Subtenant shall promptly, and in any event
within 30 days after the filing thereof (or such shorter period specified in the
Master Lease), cause the same to be discharged of record, provided, if Subtenant
shall promptly bond such lien with a responsible surety company, Subtenant may
contest the amount or validity of any such lien by appropriate proceedings,
diligently prosecuted, and such contest shall defer for its duration Subtenant's
duty hereunder to discharge the same.

ARTICLE XIII - INSPECTION OF PREMISES BY SUBLANDLORD Upon reasonable notice to
Subtenant, Subtenant shall permit Sublandlord, Master Landlord and the duly
authorized representatives of Sublandlord and Master Landlord to enter the
Premises, including without limitation the interior of the Improvements, at all
reasonable times during usual business hours for the purpose of inspecting the
same and for all other purposes reserved unto Master Landlord under the Master
Lease.

ARTICLE XIV - INDEMNIFICATION OF LANDLORDS Subtenant agrees to defend with
counsel reasonably satisfactory to Sublandlord and Master Landlord, indemnify
and save harmless Sublandlord and Master Landlord from and against any and all
claims, damages, losses, costs and expenses, including without limitation
counsel fees, suffered or incurred by Sublandlord or Master Landlord with
respect to: (a) the conduct, operation or management of, or any work, act or
thing whatsoever done in, on or about the Premises by or at the direction of
Subtenant or those for whom Subtenant is legally liable, (b) the condition of
the Premises, (c) any breach or default on the part of Subtenant in the
observance or performance of any of its agreements or obligations hereunder or
under the Master Lease, (d) any act or forbearance of Subtenant or any sublessee
or concessionaire of Subtenant or any of Subtenant's or such sublessee's or
concessionaire's agents, contractors, servants, employees, business invitees,
licensees, visitors or guests with respect to the Premises, and (e) any
accident, injury to or death of any person or damage to any property howsoever
caused in or on the Premises, except to the extent that any of the foregoing
arise from the negligence or intentional misconduct of Sublandlord or Master
Landlord.

ARTICLE XV - SUBTENANT'S ACCEPTANCE OF CONDITION OF PREMISES Sublandlord has
made the Premises available for Subtenant's inspection and testing, and
Subtenant has heretofore inspected and tested same to the extent and as often as
Subtenant deemed necessary. Subtenant hereby leases the Premises, and accepts
them "as is" in their present condition, as a result of whatever inspecting and
testing Subtenant deemed necessary, and not as a result of or in reliance upon
any representation or warranty of any nature whatsoever by Sublandlord, or any
employee or agent of Sublandlord. Sublandlord shall not be liable for any latent
or patent defect in the Premises, including, without limitation, any building or
improvement constituting part thereof.

ARTICLE XVI- DEFAULT BY SUBTENANT
             --------------------

      16.01 Event of Default. Subtenant shall not be deemed to be in default
hereunder unless one or more of the following events ("Event of Default") shall
have occurred:


                                       12
<PAGE>

            (A) Failure on the part of Subtenant to pay the Subrent or any other
sum of money called for herein when due and the continuation of such default for
five days after notice from Sublandlord;

            (B) Failure on the part of Subtenant to observe or perform any other
covenant, agreement or undertaking of the Subtenant contained in this Sublease
or the Master Lease, and the continuation of such failure for twenty days after
notice from Sublandlord (or such shorter period specified in the Master Lease),
provided that, to the extent permitted under the Master Lease, if such default
cannot reasonably be cured within such twenty day (or shorter) period, Subtenant
shall not be in default hereunder if Subtenant commences to cure within such
twenty day (or shorter) period and prosecutes the cure to completion in good
faith and with due diligence;

            (C) If Subtenant abandons or ceases business operations within the
Premises (beyond any applicable grace periods) at any time during the Term of
this Sublease or any renewal thereof;

            (D) If Subtenant shall file a voluntary petition in bankruptcy or
shall be adjudicated a bankrupt or insolvent, or in any action or proceeding
shall file any petition or answer seeking any reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar relief under any
present or future federal or state bankruptcy, reorganization or debt reduction
law, or shall seek or consent to or acquiesce in the appointment of any trustee,
receiver or liquidator of Subtenant or of all or substantially all of
Subtenant's property or of the Premises; and

            (E) If within 60 days after the commencement of any proceeding
against Subtenant seeking any reorganization, arrangement, composition,
readjustment, liquidation, debt adjustment, dissolution or similar relief under
any present or future federal or state law, such proceeding shall not have been
dismissed; or if, within 60 days after the appointment, without consent or
acquiescence of Subtenant, of any trustee, receiver or liquidator of Subtenant
or of all or substantially all of Subtenant's property or of the Premises, such
appointment shall not have been vacated; or if, within 60 days after the
expiration of any such stay, such appointment shall not have been vacated.

      16.02 Multiple Defaults. Notwithstanding any contrary provision hereof,
Sublandlord shall not be required to give any notice of default to Subtenant
(and the foregoing provisions of this Article determining Events of Default
shall be deemed to exclude all provisions regarding notice of default) if the
Master Lease does not require Master Landlord to give notice of default to
Sublandlord or if, on two or more occasions during any period of not more than
twelve months, Subtenant shall have defaulted in the observance or performance
of any of its agreements or obligations hereunder, and Sublandlord shall have
given Subtenant notice of default with respect thereto.

      16.03 Sublandlord's Remedies for Subtenant's Default. If any Event of
Default shall have occurred and then be continuing, then in addition to all
rights and remedies provided by law or equity, or provided for elsewhere in this
Sublease, Sublandlord shall have all of the rights and remedies specified in the
following paragraphs of this Section and, in addition, any further rights


                                       13
<PAGE>

and remedies afforded Master Landlord following a default by "Tenant" of its
obligations under the Master Lease.

            (A) Sublandlord may, but shall not be obligated to, cure such Event
of Default, and by written notice to Subtenant, charge Subtenant, as Additional
Subrent hereunder, all actual costs and expenses (including but not limited to,
reasonable attorneys' fees) incurred in curing such Event of Default, plus
administrative costs of Sublandlord in a sum equal to twenty percent (20%) of
such costs and/or expenses. Such Additional Subrent, if not paid on the date
specified in Sublandlord's notice to Subtenant, shall be subject to the late
charge provided in Section 16.03(B) hereof, and such late charge shall bear
interest until paid, as provided in Section 16.03(B) hereof. Sublandlord and
Subtenant agree that Sublandlord shall have the right to injunctive or other
equitable relief in the event of a breach or threatened breach by Subtenant of
any of the agreements, conditions, covenants or terms hereof. All rights and
remedies of Sublandlord shall be cumulative, and the exercise of any one or more
of such rights or remedies shall not impair Sublandlord's right to exercise any
other right or remedy, either concurrently or at any later time.

            (B) If Subtenant fails to make any payment hereunder on or before
the date such payment is due and payable (without regard to any notice periods
specified herein), Subtenant shall pay to Sublandlord, as Additional Subrent
hereunder, a late charge equal to five percent (5%) of the amount of such late
payment. In addition, such payment shall bear interest at an interest rate equal
to two (2) whole percentage points above the prime rate published in the Money
Rates section of the Wall Street Journal from the date such payment or late
charge, respectively, became due through the date of payment thereof by
Subtenant; provided, however, that nothing contained herein shall be construed
as permitting Sublandlord to charge or receive interest in excess of the maximum
rate then allowed by law.

            (C) At any time following the occurrence of an Event of Default or
the expiration or sooner termination of the Term, Sublandlord immediately shall
have the right, whether or not Sublandlord elects to terminate this Sublease, to
recover possession of the Premises by all lawful means. Subtenant hereby
expressly waives any and all rights of redemption granted by or under any
present or future laws in the event of Subtenant being evicted or dispossessed
of the Premises for any cause, or in the event of Sublandlord obtaining
possession of the Premises, by reason of Subtenant committing an Event of
Default or otherwise.

            (D) If, at any time following the occurrence of an Event of Default,
Sublandlord, without terminating this Sublease, shall recover or be entitled to
recover possession of the Premises, then: (i) Sublandlord may, but shall not be
obliged to, relet the Premises, or any part or parts thereof, and/or, at
Sublandlord's election, renovate the Improvements and relet the remaining
Premises, or any part or parts thereof, on such terms as Sublandlord may deem
desirable, and (ii) Subtenant shall continue to be obliged to pay the full
Subrent reserved by this Sublease and to observe and perform all its agreements
and obligations hereunder. The failure or inability of Sublandlord to relet the
Premises or any part or parts thereof shall not release or affect Subtenant's
liability for such Subrent. If Sublandlord so relets the Premises, then
Sublandlord shall credit against Subtenant's continuing obligation to pay
Subrent, the net rentals actually received by Sublandlord for such reletting,
after first deducting expenses as Sublandlord may incur in connection with such
reletting, including, without limitation, reasonable counsel


                                       14
<PAGE>

fees and expenses, brokerage fees and commissions (to the extent recoverable
under applicable law), reasonable advertising expenses and all reasonable costs
and expenses of possessing and maintaining the Premises, of demolishing or
renovating the Improvements (if, and to the extent, Sublandlord elects to do so)
and of preparing the Premises for reletting. Sublandlord, in putting the
Premises, or any part or parts thereof as Sublandlord may elect, in good order,
or in preparing the same for rerental, may, at Sublandlord's option, make such
alterations, repairs, replacements, and decorations therein as Sublandlord, in
Sublandlord's sole judgment, considers advisable, and the making of such
alterations, repairs, replacements, and/or decorations shall not operate or be
construed to release Subtenant from any liability hereunder. Sublandlord shall
in no event be liable in any way whatsoever for failure to relet the Premises,
or, in the event that the Premises are relet, for failure to collect the rent
under such reletting, and in no event shall Subtenant be entitled to receive any
excess of such net rents, if any, over the Subrent payable by Subtenant to
Sublandlord hereunder. No re-entry or reletting of the Premises by Sublandlord
following Subtenant's default, and no payment by Subtenant of the Subrent
thereafter, shall constitute a release of any of Subtenant's liability hereunder
(except to the extent of such payment of Subrent) or shall prejudice
Sublandlord's claim for and right to collect from Subtenant other sums payable
by Subtenant hereunder, or Sublandlord's actual damages with respect to any
Event of Default occurring hereunder.

            (E) At any time following the occurrence of an Event of Default,
which is continuing beyond any applicable notice and cure periods, Sublandlord
shall give Subtenant written notice of Sublandlord's intention to terminate this
Sublease on a date specified in such notice, and upon such date, the Term hereof
and the estate hereby granted with respect to the Premises shall terminate,
without any right of Subtenant to redeem same or to prevent such forfeiture, and
Subtenant shall surrender possession of the Premises to Sublandlord (except to
the extent Subtenant shall be obliged to remove Alterations pursuant to Article
VI hereof). Upon such termination, Sublandlord shall be entitled to recover from
Subtenant in addition to all accrued rental and other sums due from Subtenant as
of such termination date, any and all damages in an amount equal to: (i) the
costs and expenses incurred by Sublandlord in doing any and all of the
following, to the extent Sublandlord elects to do so: securing possession of the
Premises from Subtenant, disposing of any personalty located in the Premises,
restoring the Premises to the condition in which Subtenant is herein obliged to
surrender same to Sublandlord, preparing and attempting to relet the Premises,
maintaining and safeguarding the Premises, demolishing the Premises, renovating
the Premises, and recovering said damages from Subtenant and (ii) any and all
other damages which Sublandlord may recover on account of an Event of Default
under this Sublease, at law or in equity. Such costs and expenses shall include,
without limitation, attorneys' fees and expenses, brokerage fees and expenses,
watchmen's wages and insurance premiums. No act or proceeding done or undertaken
by Sublandlord with respect to an Event of Default shall constitute a
termination of this Sublease by Sublandlord unless and until Sublandlord shall
give to Subtenant the termination notice provided for above.

            (F) If proceedings shall be commenced to recover possession of the
Premises and Improvements either at the end of the Term or upon sooner
termination of this Sublease or of Subtenant's right to possess the Premises, or
for nonpayment of Subrent or for any other reason, agrees that, any custom or
statute to the contrary notwithstanding, the notice and cure rights expressly
set forth herein shall be sufficient in either or any such case.


                                       15
<PAGE>

      16.04 Miscellaneous Default Provisions. (A) The right to enforce all of
the provisions of this Sublease may, at the option of any assignee of
Sublandlord's rights in this Sublease, be exercised by any such assignee.

            (B) Any notation or statement by Subtenant on any draft, check or
other method of payment of any obligation hereunder, or in any writing
accompanying or accomplishing such payment, which notation, or statement
purports to impose conditions on such payment or to invoke the doctrine of
accord and satisfaction, shall be absolutely void and of no effect, and may be
ignored by Sublandlord.

            (C) No right or remedy herein conferred upon or reserved to
Sublandlord is intended to be exclusive of any other right or remedy, and every
right and remedy shall be cumulative and in addition to any other right or
remedy given hereunder or now or hereafter existing at law or in equity.
Sublandlord shall be entitled to injunctive relief in case of the violation, or
attempted or threatened violation, of any covenant, agreement, condition or
provision of this Sublease and to a decree compelling performance of any
covenant, agreement, condition or provision of this Sublease, or to any other
remedy allowed by law or in equity.

            (D) No failure by Sublandlord to insist upon the strict performance
of any covenant, agreement, term or condition of this Sublease on the part of
Subtenant to be performed, or to exercise any permitted right or remedy
consequent upon a default therein, and no acceptance of Subtenant's performance
or of Subtenant's payment of full or partial Subrent after such default, shall
constitute a waiver by Sublandlord of such default or of such covenant,
agreement, term or condition, or any right or remedy of Sublandlord with respect
thereto.

ARTICLE XVII - DAMAGE AND DESTRUCTION; CONDEMNATION
               ------------------------------------

      17.01 Abatement of Subrent. In the event of any casualty damage to or a
condemnation of the Premises, Subtenant shall immediately notify Sublandlord and
there shall be no abatement of the Basic Subrent or the Additional Subrent or
any other charges payable by Subtenant under this Sublease, except to the extent
that the rent and other charges payable by Sublandlord, as tenant under the
Master Lease, are abated. Notwithstanding anything contained herein to the
contrary, if any damage or destruction to the Premises is caused by or as a
result of any act of negligence of Subtenant or its employees, then to the
extent Sublandlord is not relieved of its obligation to pay its rent under the
Master Lease, Subtenant shall not be relieved of Subtenant's obligation to pay
Basic Subrent and Additional Subrent under this Sublease and Sublandlord shall
retain all rights and remedies available at law to collect damages including
lost of rentals.

      17.02 Termination Upon Casualty or Condemnation. In the event Master
Landlord or Sublandlord has the right to terminate the Master Lease pursuant to
Sections 17 or 18 thereof, and either party elects to do so, this Sublease shall
automatically terminate upon such termination of the Master Lease.

      17.03 Notices To Subtenant. Sublandlord agrees that it will provide
Subtenant with any notice it provides to Prime Landlord regarding its election
to terminate the Master Lease pursuant to Sections 17 or 18 of the Prime Lease.

ARTICLE XVIII - INTENTIONALLY OMITTED
                ---------------------


                                       16
<PAGE>

ARTICLE XIX - ASSIGNMENT, SUBLETTING AND MORTGAGING
              -------------------------------------

      19.01 Voluntary Assignment or Other Transfer of Sublease. (A) Except as
otherwise provided in this Section, Subtenant shall not mortgage, pledge,
hypothecate, assign or transfer this Sublease, or any part or portion of the
Term hereby created, or any interest therein, without, in each instance, having
first obtained the prior written consent of Sublandlord (which consent
Sublandlord shall not unreasonably withhold or delay) and to the extent required
under the Master Lease, Master Landlord. In case any such consent is given, no
subsequent similar transaction shall be entered into by Subtenant or Subtenant's
assignee or transferee without again obtaining the consent of Master Landlord
and Sublandlord thereto, which consent Sublandlord shall not unreasonably
withhold or delay. Notwithstanding Sublandlord's or Master Landlord's consent,
no such assignment or transfer shall be valid unless there shall be delivered to
Sublandlord, within 30 days after the date of the assignment or transfer: (i) a
duplicate original of the instrument of assignment or transfer; (ii) an
instrument of assumption by the assignee or transferee of all of Subtenant's
obligations under this Sublease in form satisfactory to Sublandlord and (iii)
any further documents or information required by Master Landlord under the
Master Lease.

            (B) Subject to the foregoing provisions of this Section, the
obligations of this Sublease shall bind and benefit the assignees and
transferees of Subtenant, and any such assignee or transferee, by accepting such
assignment or transfer, shall be deemed to have assumed all such obligations.

            (C) Except as otherwise provided in this Section, neither this
Sublease, nor the leasehold estate of Subtenant, nor any interest of Subtenant
hereunder in the Premises shall be subject to involuntary assignment, transfer
or sale, or to assignment, transfer or sale by operation of law in any manner
whatsoever, and any such attempted involuntary assignment, transfer or sale
shall be void and of no effect.

      19.02 Subletting. Except as otherwise provided in this Section, Subtenant
shall not sublease the Premises, or any portion thereof, or grant licenses and
concessions thereat, without, in each instance, the prior written consent of
Sublandlord, which consent Sublandlord shall not unreasonably withhold or delay
and, to the extent required under the Master Lease, Master Landlord.
Notwithstanding Sublandlord's or Master Landlord's consent, no such subletting,
license or concession shall be valid, unless Subtenant, prior to the effective
date of such transaction, shall deliver to Sublandlord copies of each instrument
evidencing the sublease, license agreement or concession agreement entered into
by Subtenant any further documents or information required by Master Landlord
under the Master Lease.

      19.03 Transactions with Affiliates; Sublandlord's Recapture Rights. Any
provision of this Article to the contrary notwithstanding, but subject
nevertheless to the provisions of Section 19.04 hereof and any contrary
provisions of the Master Lease, Subtenant shall be permitted to assign this
Sublease or sublet all or a portion of the Premises to any entity that (i)
controls, is controlled by or under common control with Subtenant, (ii) is the
surviving entity of a merger or other corporate combination with or into
Subtenant or (iii) acquires all or substantially all of the assets and
liabilities of Subtenant (any such entity, an "Affiliate"), all upon prior
notice to Sublandlord, but without the need to obtain Sublandlord's consent or
approval. In the event that


                                       17
<PAGE>

Subtenant desires to assign this Sublease or to sublet more than 50% of the
Premises other than to an Affiliate of Subtenant, Subtenant shall first give
Sublandlord written notice of such proposed assignment or subletting, which
notice shall specify the terms and conditions of the proposed assignment or
subletting. In such event, Sublandlord shall have the right, exercisable by
written notice to Subtenant within 30 days following the date of Subtenant's
notice to Sublandlord, either (a) in the case of a proposed assignment of this
Sublease, to terminate this Sublease, effective as of the date set forth in
Subtenant's notice to Sublandlord as the proposed effective date for the
assignment of this Sublease by Subtenant or (b) in the case of a subletting of
more than 50% of the Premises, to recapture and delete from the Premises for the
term of the proposed subletting those portions of the Premises proposed to be
sublet in Subtenant's notice to Sublandlord, effective as of the date set forth
in Subtenant's notice to Sublandlord as the proposed effective date for the
subletting. In the event Sublandlord exercises such termination and recapture
right, all of Subtenant's rights and obligations with respect to the Premises
or, in the case of a subletting, those portions of the Premises covered by the
proposed subletting and only for the term of the proposed subletting, including,
without limitation, Subtenant's obligation to pay Subrent with respect thereto,
shall cease and terminate as of the effective date for the Sublease termination
or Premises recapture as described above. In the event that Sublandlord fails to
timely exercise its termination and recapture rights by written notice to
Subtenant within the 30 day period, such right shall be deemed waived by
Sublandlord and of no further force and effect with respect to the proposed
assignment or subletting transactions described in Subtenant's notice.

      19.04 Subtenant Remains Responsible. Notwithstanding any assignment or
subletting, whether or not consented to or required to be consented to by
Sublandlord, Subtenant and any person who may in the future become a successor
to or guarantor of Subtenant's obligations under this Sublease shall at all
times remain fully responsible and liable for the payment of the Subrent herein
specified and for compliance with all of Subtenant's other obligations under
this Sublease.

ARTICLE XX - NOTICES All notices, demands, requests, consents and other
communications required or relating to this Sublease shall be effective only if
in writing, and shall be personally delivered (by courier, overnight delivery
service or otherwise), or shall be mailed United States registered or certified
mail, return receipt requested, postage prepaid, to the other respective party
at its address set forth below, or at such other address as such other party
shall designate by notice. Any official courier or delivery service receipt or
U. S. Postal Service delivery receipt shall constitute conclusive proof of such
delivery.

If to Sublandlord:         First States Realty, L.P.
                           1725 The Fairway
                           Jenkintown, Pennsylvania 19046

If to Subtenant:           Two River Community Bank
                           1250 Highway 35
                           Middletown, NJ 07748

If to Master Landlord:     Estate of Carl Casriel
                           Casriel & Casriel


                                       18
<PAGE>

                           290 Norwood Avenue
                           Deal, New Jersey 07723-0368

ARTICLE XXI - QUIET ENJOYMENT. Subtenant, upon observing and keeping all
covenants, agreements and conditions of this Sublease on Subtenant's part to be
kept and observed, shall quietly have and enjoy the Premises throughout the Term
without hindrance or molestation by Sublandlord or by anyone claiming by, from,
through or under Sublandlord, subject, however, to the exceptions, reservations
and conditions of this Sublease and the Master Lease. Notwithstanding the
foregoing, or anything to the contrary contained herein, the rights and
obligations of Subtenant and Sublandlord hereunder are contingent upon
Sublandlord obtaining Master Landlord's written consent to this Sublease. The
Sublandlord represents to the Subtenant that it is not in default under the
terms and conditions of the Prime Lease with the Master Landlord and that the
lease is in full force and effect. The Sublandlord shall obtain the Master
Landlord's written consent to this Sublease no later than May 1, 2001. The
Subtenant herein is under no obligation to pay rent to the Sublandlord until
such time as the Sublandlord has obtained the Master Landlord's written consent
to this Sublease. In the event the Sublandlord fails to obtain the Master
Landlord's written consent to this Sublease, the Subtenant herein may void this
agreement without penalty at any time prior to the Sublandlord's obtaining the
Master Landlord's written consent.

ARTICLE XXII - ESTOPPEL CERTIFICATES.
               ---------------------

      22.01 Subtenant's Estoppel. Subtenant agrees, at any time and from time to
time, upon not less than ten days' prior written notice by Sublandlord, to
execute, acknowledge and deliver to Sublandlord a statement in writing
certifying (a) that this Sublease is unmodified and in full force and effect (or
if there have been modifications, that the same is in full force and effect as
modified and stating the modifications), (b) whether there are then existing any
offsets or defenses against the enforcement of any of the terms, covenants or
conditions hereof upon the part of Sublandlord or Subtenant to be performed (and
if so, specifying the same), (c) the dates to which the Subrent and other
charges have been paid in advance, if any, (d) stating whether, to the best
knowledge of Subtenant, Sublandlord is in default in Sublandlord's performance
of any covenant, agreement or condition contained in this Sublease and, if so,
specifying each such default of which Subtenant may have knowledge and also
stating whether any notice of default has been given under this Sublease which
has not been remedied and, if so, stating the date of the giving of said notice
and (e) such other matters as may be reasonably requested by Sublandlord or
required under the terms of the Master Lease, it being intended that any such
statement delivered pursuant to this Section may be relied upon by any
prospective purchaser or mortgagee of the Premises.

      22.02 Sublandlord's Estoppel. Sublandlord agrees, at any time and from
time to time, upon not less than ten days' prior written notice by Subtenant, to
execute, acknowledge and deliver to Subtenant a statement in writing certifying
(a) that this Sublease is unmodified and in full force and effect (or if there
have been modifications, that the same is in full force and effect as modified
and stating the modifications), (b) the dates to which the Subrent and other
charges have been paid in advance, if any, and (c) stating whether, to the best
knowledge of Sublandlord, Subtenant is in default in Subtenant's performance of
any covenant, agreement or condition contained in this Sublease and, if so,
specifying each such default of which Sublandlord may


                                       19
<PAGE>

have knowledge and also stating whether any notice of default has been given
under this Sublease which has not been remedied and, if so, stating the date of
the giving of said notice, it being intended that any such statement delivered
pursuant to this Section may be relied upon by any prospective assignee or
mortgagee of this Sublease or prospective sublessee of the whole or any part of
the Premises.

ARTICLE XXIII - SUBLEASE NOT SUBJECT TO TERMINATION. Except as otherwise
expressly provided herein or in the Master Lease, this Sublease shall not be
deemed terminated, nor shall Subtenant be entitled to any abatement of Subrent,
nor shall the respective obligations of Sublandlord and Subtenant hereunder be
affected, by reason of any damage to or destruction of all or any portion of the
Improvements, any condemnation of a portion thereof, any prohibition of
Subtenant's use of the Premises, any interference with such use by any person,
any eviction by paramount title, Subtenant's acquisition of fee title to the
Premises, any bankruptcy, insolvency, reorganization, composition, readjustment,
liquidation, dissolution, winding-up or other proceeding affecting Sublandlord
or any assignee of Sublandlord, any action by any trustee or receiver of
Sublandlord or any assignee of Sublandlord or by any court, or for any other
cause whether similar or dissimilar to the foregoing, any present or future law
to the contrary notwithstanding, it being the intention of the parties hereto
that the entire Subrent shall continue to be payable in all events unless the
obligation to pay the same shall be terminated pursuant to the express
provisions of this Sublease.

ARTICLE XXIV - ENVIRONMENTAL OBLIGATIONS
               -------------------------

      24.01 No Hazardous Materials. Subtenant covenants that no Hazardous
Materials (as hereinafter defined) shall be brought onto, or stored, disposed of
or used at the Premises by Subtenant or any of its employees, agents,
independent contractors, licensees, subtenants or invitees, except for Hazardous
Materials that are typically found, brought into, stored or used at comparable
general-purpose office complexes similar to the Premises to the extent that the
same is permitted under the Master Lease. Except for Hazardous Materials that
are typically used in the maintenance and/or operation of plumbing or waste
treatment systems of office buildings, no Hazardous Materials shall be placed
into the plumbing or waste treatment systems of the Premises.

      24.02 Definition of Hazardous Materials. "Hazardous Materials" means any
hazardous or toxic substance, material or waste (including constituents thereof)
which is or becomes regulated by one or more applicable governmental or other
authority. The words "Hazardous Material" include any material or substance
which is (a) listed or defined as a "hazardous waste", "extremely hazardous
waste", "restricted hazardous waste", "hazardous substance" or "toxic substance"
under any applicable law, rule, regulation or order, (b) petroleum and its
by-products, (c) asbestos, radon gas, urea formaldehyde foam insulation, (d)
polychorinated biphenyl, or (e) designated as a pollutant, contaminant,
hazardous or toxic waste or substance or words of similar import pursuant to the
Federal Water Pollution Control Act (33 U.S.C. 1317), the Federal Resource
Conservation and Recovery Act (42 U.S.C. 6903), the Comprehensive Environmental
Response, Compensation and Liability Act, as amended (42 U.S.C. 9601 et seq.),
the Toxic Substances control Act (15 U.S.C. et seq.), or the Hazardous Materials
Transportation Act (49 U.S.C. Section 1801 et seq.).


                                       20
<PAGE>

      24.03 Notification of Hazardous Materials. Subtenant shall promptly (but
in any case within 14 days of the occurrence of any of the following events)
notify Sublandlord when Subtenant becomes aware of (i) the presence of Hazardous
Materials in violation of this Section, (ii) the release or suspected release on
or from the Premises and areas immediately adjoining the Premises or in the air
of Hazardous Materials, whether or not caused or permitted by Subtenant or any
subtenant, (iii) the issuance to Subtenant, any subtenant or any sub-subtenant
of space in, or any other user of, the Premises or any assignee of Subtenant of
any written communication, notice, complaint or order of violation or
non-compliance or liability, of any nature whatsoever, with regard to the
Premises or the use thereof with respect to any law, rule regulation or order
applicable thereto, and (iv) any written notice of any applicable governmental
or other authority of a pending or threatened investigation as to whether
Subtenant's (or Subtenant's permitted subtenant's or assignee's) operation on
the Premises are not in compliance with any such laws applicable thereto. Such
notice shall include as much detail as reasonably possible, including identity
of the location, type and quantity, circumstance, date and time of release and
Subtenant's response or proposed response to such release. Subtenant, at its
sole expense, shall promptly (but in any case within 14 days of the occurrence
of any of the following events) give any notices to any applicable governmental
or other authorities with respect to such release or suspected release, and
shall promptly take all actions to remediate the Premises, in accordance with
the laws, rules, orders and regulations applicable thereto, and return the
Premises to the condition existing prior to the events which resulted in any
such release and shall provide to Sublandlord a detailed description of all such
actions, along with copies of communications with or from applicable
governmental or other authorities or other third parties, and any reports,
opinions and data developed from those actions. Subtenant has not and will not,
and will not permit any of its employees, agents, independent contractors,
licensees, subtenants, affiliates or invitees to, engage in any activity at or
on the Premises that will result in liability or potential liability under any
environmental or other law, rule, order or regulation.

      24.04 Sublandlord Access. Upon reasonable notice to Subtenant, Subtenant
shall allow Sublandlord and Master Landlord access to the Premises from time to
time during the Term for the purpose of conducting such environmental
assessments, investigations or tests as Sublandlord deems necessary or desirable
to assess compliance with the terms of this Section. Subtenant shall reimburse
Sublandlord for the cost of such environmental assessment, investigation or test
if it reveals the existence of Hazardous Materials in violation of this Article.

      24.05 Subtenant Not Liable for Existing Conditions. Any provision of this
Article to the contrary notwithstanding, Subtenant shall not be obligated to
remediate any Hazardous Materials that are present on or about the Premises on
the Commencement Date.

ARTICLE XXV - MISCELLANEOUS PROVISIONS
              ------------------------

      25.01 Subordination, Attornment and Mortgagee Protection. This Sublease is
subject and subordinate to the Master Lease and all rights and remedies of
Master Landlord thereunder and to all mortgages, deeds of trust, encumbrances
and any renewals, modifications, replacements or extensions thereof
("Mortgages") now or hereafter placed upon the Premises and all other
encumbrances and matters of public record applicable to the Property, provided,
however, with respect to any such Mortgage hereafter placed upon the Premises,
Subtenant shall subordinate and attorn to the holder of such Mortgage ("Holder")
provided such Holder agrees


                                       21
<PAGE>

not to disturb Subtenant's possession hereof as long as Subtenant is not in
default hereunder and has failed to cure within the time periods provided for
herein. If any foreclosure proceedings are initiated by any Holder or a deed in
lieu is granted (or if any ground lease is terminated), Subtenant agrees, upon
written request of any such Holder or any purchaser at foreclosure sale, to
attorn and pay Subrent to such party and to execute and deliver any instruments
necessary or appropriate to evidence or effectuate such attornment (provided
such Holder or purchaser shall agree to accept this Sublease and not disturb
Subtenant's occupancy, so long as Subtenant does not default and fail to cure
within the time permitted hereunder. However, in the event of attornment, no
Holder shall be: (i) liable for any act or omission of Sublandlord, or subject
to any offsets or defenses which Subtenant might have against Sublandlord (prior
to such Holder becoming Sublandlord under such attornment), (ii) liable for any
security deposit or bound by any prepaid Subrent not actually received by such
Holder, or (iii) bound by any future modification of this Sublease not consented
to by such Holder. Any Holder may elect to make this Sublease prior to the lien
of its Mortgage, by written notice to Subtenant, and if the Holder of any prior
Mortgage shall require, this Sublease shall be prior to any subordinate
Mortgage. Subtenant agrees to give any Holder by certified mail, return receipt
requested, a copy of any notice of default served by Subtenant upon Sublandlord,
provided that prior to such notice Subtenant has been notified in writing of the
address of such Holder. Subtenant further agrees that if Sublandlord shall have
failed to cure such default any Holder whose address has been provided to
Subtenant shall have an additional period of thirty (30) days in which to cure
(or such additional time as may be required due to causes beyond such Holder's
control, including time to obtain possession of the Property by power of sale or
judicial action). Subtenant shall execute such documentation as Sublandlord may
reasonably request from time to time, in order to confirm the matters set forth
in this Section in recordable form.

      25.02 Integration. This Sublease and the documents referred to herein set
forth all the promises, agreements, conditions and understandings between
Sublandlord and Subtenant relative to the leasing of the Premises, and there are
no promises, agreements, conditions or understandings, either oral or written,
between them other than as are herein set forth. No subsequent alteration,
amendment, supplement, change or addition to this Sublease shall be binding upon
Sublandlord or Subtenant unless reduced to writing and signed by them.

      25.03 No Recording. This Sublease shall not be recorded or otherwise filed
or made a matter of public record, and any attempt to record or file same by
Subtenant shall be deemed a default by it hereunder.

      25.04 Time of the Essence. Time wherever specified herein for satisfaction
of conditions or performance of obligations by the parties is of the essence of
this Sublease.

      25.05 No Partnership. The parties do not intend to create hereby any
partnership or joint venture between themselves with respect to the Premises or
any other matter.

      25.06 Severability. Any provision of this Sublease that shall be
prohibited or unenforceable in any jurisdiction or with respect to any person
shall, as to such jurisdiction or person, be ineffective only to the extent of
such prohibition or unenforceability, without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability shall not
invalidate or render unenforceable such provision in any other jurisdiction or,
as the case


                                       22
<PAGE>

may be, with respect to any other person. To the extent permitted by applicable
law, the parties hereto hereby waive any law that renders any provision hereof
prohibited or unenforceable in any respect.

      25.07 Authority. Each party warrants that it has full power, authority and
legal right to execute and deliver this Sublease, and to keep and observe all of
the terms and provisions of this Sublease on such party's part to be observed
and performed. Each party warrants that this Sublease is its valid and
enforceable obligation, subject to bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforceability of rights of creditors
generally and subject to the application of equitable principles.

      25.08 Governing Law. This Sublease and all issues arising hereunder shall
be governed by the laws of the State in which the Premises are located.

      25.09 Counterparts. This Sublease may be executed by the parties hereto in
separate counterparts, all of which, when delivered, shall together constitute
one and the same instrument.

      25.10 Plans. Nothing shown on any recorded subdivision plan with respect
to the Premises, or on any plan referred to in this Sublease, or on any other
plan, shall create or constitute an additional covenant, representation or
agreement of Subtenant or grant to Sublandlord any easement or right.

      25.11. Headings; Pronouns. The headings of the sections of this Sublease
are for convenience only and have no meaning with respect to this Sublease or
the rights or obligations of the parties hereto. Unless the context clearly
indicates a contrary intent or unless otherwise specifically provided herein:
"person", as used herein, includes an individual, corporation, partnership,
trust, unincorporated association, government, governmental authority, or other
entity; "Premises" includes each portion of the Premises and each estate or
interest therein; "hereof", "herein", and "hereunder" and other words of similar
import refer to this Sublease as a whole; "Master Lease" includes the Master
Lease as supplemented or amended from time to time by written instrument(s)
entered into by Master Landlord, Sublandlord and, to the extent that the same
adversely affect the rights and remedies or increase the duties and obligations
of Subtenant hereunder, Subtenant; "Master Landlord" includes Master Landlord's
successors and assigns; "Sublease" includes these presents as supplemented or
amended from time to time by written instrument(s) entered into by Subtenant and
Sublandlord; "Sublandlord" includes Sublandlord's successors and assigns;
"Subtenant" includes Subtenant's successors and permitted assigns; and "parties"
means Sublandlord and Subtenant. Whenever the context may require, any pronoun
used herein shall include the corresponding masculine, feminine or neuter forms,
and the singular form of pronouns or nouns shall include the plural and vice
versa.

      25.12 Binding Effect; Successors and Assigns. Subject to all provisions
hereof dealing with assignments, the terms and provisions of this Sublease, and
the respective rights and obligations hereunder of the parties hereto, shall be
binding upon, and inure to the benefit of, the parties and their respective
successors and assigns.

      25.13 Limitation of Sublandlord's Liability. The obligations of
Sublandlord under this Sublease do not constitute personal obligations of the
individual partners, directors, officers, or


                                       23
<PAGE>

shareholders of Sublandlord, and Subtenant shall look solely to the real estate
that is the subject of this Sublease and to no other assets or property of the
Sublandlord for satisfaction of any liability in respect of this Sublease and
shall not seek recourse against any other property of Sublandlord, or against
the individual partners, directors, officers or shareholders of Sublandlord or
any of their personal assets for such satisfaction.

      25.14 Survival. All agreements and obligations of Subtenant hereunder
which require observance or performance after the expiration or termination of
this Sublease, or which can not reasonably be ascertained as having been
observed or performed at the time of such expiration or termination, shall
survive, and be enforceable against Subtenant following, such expiration or
termination.

      25.15 Brokers. Subtenant represents that it has not engaged any broker,
finder or other person who may be entitled to a commission or fee in connection
with the transactions contemplated by this Sublease and covenants and agrees
that Subtenant shall indemnify and hold Sublandlord harmless from and against
any such claim. Sublandlord shall be responsible for and pay all broker's
commissions and fees due persons engaged by Sublandlord and shall indemnify and
hold Subtenant harmless from and against any failure to do so.

      25.16 Insolvency or Bankruptcy of Subtenant. Notwithstanding any other
provisions contained in this lease, in the event (a) Subtenant or its successors
or assignees shall become insolvent or bankrupt, or if it or their interests
under this Sublease shall be levied upon or sold under execution or other legal
process, or (b) the depository institution then operating on the Premises is
closed, or is taken over by any depository institution supervisory authority
("Authority"), Sublandlord may, in either such event, terminate this Lease only
with the concurrence of any Receiver or Liquidator appointed by such Authority,
to the extent that such Receiver's or Liquidator's consent is required by
applicable law. In the event this Sublease is terminated by the Receiver or
Liquidator, the maximum claim of Sublandlord for rent, damages, or indemnity for
injury resulting from the termination, rejection, or abandonment of the
unexpired Sublease shall not exceed the maximum amount permitted under
applicable law.


                                       24
<PAGE>

            IN WITNESS WHEREOF, Sublandlord and Subtenant have caused this
Sublease Agreement to be duly executed, all as of the day and year first above
written.

Witness:                                 FIRST STATES REALTY, L.P.


/s/ Jeanette Talese                      By:  /s/ Glenn Blumenthal
---------------------------------           ------------------------------------
Jeanette Talese                              Name:  Glenn Blumenthal
                                             Title: Vice President

Witness:                                 TWO RIVER COMMUNITY BANK


                                         By:  /s/ Barry B. Davall
---------------------------------           ------------------------------------
                                             Name:  Barry B Davall,
                                                    President & CEO


                                       25
<PAGE>

                                   EXHIBIT "A"

                             DESCRIPTION OF PREMISES
                             -----------------------


                                       26
<PAGE>

                                   EXHIBIT "B"

                              COPY OF MASTER LEASE


                                       27
<PAGE>

                                      LEASE
                                      -----

                        ESTATE OF CARL CASRIEL, Landlord

                                       and

                          CORESTATES BANK, N.A., Tenant

Premises:   CoreStates Bank Branch Building
            Port Monmouth Shopping Center
            Highway 36 and Bray Avenue
            Port Monmouth, Middletown, New Jersey

                                  June 20, 1997


                                       1
<PAGE>

                                      LEASE
                                TABLE OF CONTENTS

Article 1   Premises...........................................................1

Article 2   Use................................................................1

Article 3   Term...............................................................1

Article 4   Base Rent..........................................................1

Article 5   Option Term........................................................2

Article 6   Additional Rent ...................................................3

Article 7   Repairs and Care ..................................................4

Article 8   Glass. etc ........................................................4

Article 9   Alterations; Improvements .........................................4

Article 10  Signs..............................................................5

Article 11  Utilities .........................................................5

Article 12  Compliance with Laws, etc..........................................5

Article 13  Indemnification ...................................................5

Article 14  A. Assignment .....................................................6

Article 15  Restriction of Use; Environmental Responsibility...................6

Article 16  Mortgage Priority..................................................6

Article 17  Condemnation; Eminent Domain ......................................6

Article 18  Fire and other Casualty ...........................................7

Article 19  Reimbursement of Landlord..........................................7

Article 20  Inspection and Repair .............................................7

Article 21  Right to Exhibit ..................................................7

Article 22  ...................................................................8

Article 23  Removal of Tenant's Property.......................................8


                                       2
<PAGE>

Article 25  Remedies upon Tenant's Default ....................................8

Article 26  Non-Liability of Landlord .........................................9

Article 27  Non-Waiver by Landlord ............................................9

Article 28  Non-Performance by Landlord .......................................9

Article 29  Validity of Lease .................................................9

Article 30  Notices ...........................................................9

Article 31  Title and Quiet Enjoyment .........................................9

Article 32  Entire Contract ...................................................9

Article 33  Mechanics' Liens ..................................................9

Article 34  Waiver of Subrogation Rights......................................10

Article 35  Miscellaneous ....................................................10


                                       3
<PAGE>

                                      LEASE
                                      -----

THIS LEASE AGREEMENT, dated as of June 20, 1997,

between ESTATE OF CARL CASRIEL (the "Landlord") located at
                                     --------

c/o Casriel & Casriel
Attorneys At Law
290 Norwood Avenue
P.O. Box 368
Deal, New Jersey, 07723-0368

and CORESTATES BANK, NA, a National Banking Association (the "Tenant"), located
at

Attention:    Corporate Real Estate Department
              FC-1-1-18-2
              Philadelphia, PA 19101

      Article 1. Premises. The Landlord leases to the Tenant and the Tenant from
the Landlord,  the following described premises (referred to as the "Premises"),
the bank branch  building of  approximately  2,180  square feet,  together  with
drive-through  and  stacking  lanes,  currently  leased  by the  Tenant;  at the
shopping center known as Pomon Shopping Center or Port Monmouth  Shopping Center
(the  "Shopping  Center"),  located  at 357 - 375  Highway  36,  Port  Monmouth,
Middletown,  New Jersey, known as Block 244, Lot 5 the tax map of the Borough of
Middletown. The Shopping Center is shown on Schedule A, attached.

      Article 2. Use. The  Premises  are to be used and occupied  solely for the
following  purpose:  bank branch office (except as set forth in Article 14). The
Premises must be so used and occupied by the Tenant during normal business hours
during the term of this  Lease,  except as set forth in Article  14. The use and
occupation  by the Tenant of the Premises  shall  include the use in common with
others entitled thereto of the common areas,  employees' parking areas,  loading
area, sidewalks and car parking areas, in the Shopping Center, subject, however,
to the terms and conditions of this Lease.

      Article 3. Term. This Lease shall be for a term of ten years commencing on
September 1, 1997, and ending on August 31, 2007.

      Article  4. Base  Rent.  The  Tenant  covenants  and  agrees to pay to the
Landlord,  without setoff,  deduction or demand, at the address set out above or
as the Landlord may  designate in writing,  as base rent for and during the term
hereof, the following payments:


                                       4
<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
Period ("lease year")                      Rent Per Annum                      Rent per month
----------------------------------------------------------------------------------------------------
<S>                          <C>                                                 <C>
September 1, 1997 to
August 31, 1998
----------------------------------------------------------------------------------------------------
September 1, 1998 to
August 31, 1999
----------------------------------------------------------------------------------------------------
September 1, 1999 to
August 31, 2000
----------------------------------------------------------------------------------------------------
September 1, 2000 to
August 31, 2001
----------------------------------------------------------------------------------------------------
September 1, 2001 to
August 31, 2002
----------------------------------------------------------------------------------------------------
September 1, 2002 to        The prior lease year's rent, increased by the
August 31, 2003                CPI increase during the 12 month period
                                        ending July 31, 2002.
----------------------------------------------------------------------------------------------------
September 1, 2003 to        The prior lease year's rent, increased by the
August 31, 2004                CPI increase during the 12 month period
                                        ending July 31, 2003.
----------------------------------------------------------------------------------------------------
September 1, 2004 to        The prior lease year's rent, increased by the
August 31, 2005                CPI increase during the 12 month period
                                        ending July 31, 2004
----------------------------------------------------------------------------------------------------
September 1, 2005 to        The prior lease year's rent, increased by the
August 31, 2006                CPI increase during the 12 month period
                                        ending July 31, 2005
----------------------------------------------------------------------------------------------------
September 1, 2006 to        The prior lease year's rent, increased by the
August 31, 2007                CPI increase during the 12 month period
                                        ending July 31, 2006
----------------------------------------------------------------------------------------------------
</TABLE>

      Rent shall be paid each month in advance,  on the first of each month.  In
the event that the  Consumer  Price Index for Urban Wage  Earners  and  Clerical
Workers  (CPI-W) for New York, NY -  Northeastern  New Jersey is not  available,
Landlord shall use its reasonable discretion to select a comparable,  substitute
index.


                                       5
<PAGE>

      Net Lease.  It is the  intentions  of the  parties  that the rent  payable
hereunder  shall be net to Landlord,  so that this Lease shall yield to landlord
the net monthly rent  specified  herein during the term of this Lease,  and that
all costs, expenses and obligations of every kind and nature whatsoever relating
to the Premises (except with respect to mortgages on the fee, which shall be and
remain the sole obligation of the Landlord), shall be paid by Tenant.

      Article 5.  Option  Term.  The  Tenant  shall have the option to lease the
Premises  for one  additional  term of five (5) years.  The option  term is from
September 1, 2007 to August 31, 2012.  During the option term, the tenancy shall
be on all the terms and conditions of the Lease,  except that base rent shall be
increased  each lease year to an amount equal to the preceding  lease year rent,
increased by the CPI increase for each preceding twelve month period ending July
31st Base rent shall be paid each month, in advance, on the first of each month.
In order to  exercise  the option  term,  Tenant  must  deliver  written  notice
received on or before February 28, 2007, and Tenant must be good standing at the
time such notice is delivered. Otherwise this option shall be void.

      Article 6. Additional Rent
                 ---------------

            A. Tenant  shall pay Tenants  proportionate  share of all  Operating
Costs relating to, arising out of or in connection  with the Shopping  Center of
which the  Premises  forms a part.  Tenant  shall pay to  Landlord,  monthly  in
advance, at the same time and in the same manner as the Minimum Rent is due, the
amount  reasonably  estimated by Landlord  based on prior years  expenses at the
Shopping Center as to be Tenant's proportionate share of such Operating Costs in
anticipation  of actual  Operating  Costs for the then  current  calendar  year.
Annually,  on a calendar  year basis,  on or about  February  28th of each year,
there shall be an adjustment between Landlord and Tenant, with regard to payment
to or repayment or credit by, Landlord, as the case may require.  Landlord shall
provide  Tenant  with  supporting  documentation  reasonably  required to verify
Landlord's calculations.

            B. Landlord's "Operating Costs" shall mean and refer to all expenses
of any kind or nature  incurred or  sustained by Landlord in the  operation  and
maintenance of the Shopping  Center in a manner  reasonable and  appropriate for
shopping  centers of a similar calibre and locale,  and in the best interests of
the Shopping Center,  including,  without limitation by reason of specification,
the following:

            C.    (i) All costs and  expenses  directly  related to the Shopping
Center  of  operation,  repair,  maintenance,  alteration,  lighting,  cleaning,
insurance,  removal of snow,  ice,  waste and debris,  policing  and  regulating
traffic in the Shopping Center;

                  (ii) All costs and expenses of replacing (capitalized over the
useful life of the replacement),  repairing,  restriping and maintaining paving,
curbs, walkways,  roofs, landscaping (including replanting and replacing flowers
and other plants), sewer lines, drainage and lighting facilities in the Shopping
Center and adjacent areas thereto;

                  (iii) Electricity used in lighting the Shopping Center, except
as respects  the  electricity  serving only the Premises for which the Tenant is
directly liable and obligated;


                                       6
<PAGE>

                  (iv)  Maintenance  and  repair  of  parking  areas  and  other
so-called common areas of the Shopping Center;

                  (v) Painting  arid  decoration of all such common areas in the
Shopping Center and the areas adjacent thereto;

                  (vi) Real estate  taxes and  assessments,  on land only at the
Shopping Center, ordinary or extraordinary, for the Shopping Center, of any kind
or nature,  ordinary or  extraordinary,  for the Shopping Center, as well as any
tax imposed by any governmental authority in lieu of the foregoing to the extent
the same are in lieu of real  estate  taxes,  assessments  for  improvements  or
similar governmental impositions;

                  (vii) Management fees, commissions,  wages and salaries of all
persons engaged in the maintenance, leasing and operation of the Shopping Center
(not to exceed 5% of the aggregate other Operating Costs); and

                  (viii)  All other  expenses  of any kind or  nature  which may
reasonably   be  considered   and  expenses   regarding  or  incidental  to  the
maintenance, operation or repair of the Shopping Center.

            D. Tenant's Share. The "Proportionate Share" to be paid by Tenant of
such  Operating  Costs  shall be  computed  on the ratio  that the total  square
footage of the floor area of the Premises  bears to the total square  footage of
the store  space in the  Shopping  Center.  Tenant's  square  footage  is 2,180.
Tenant's Proportionate Share is 7.423% percent.

            E.  Records.   Landlord  shall  keep  accurate  records  showing  in
reasonable detail all expenses Incurred for Operating Costs described in and for
which Tenant shall be charged  pursuant to this  Article.  Such records shall be
made  available on reasonably  advance  notice by Tenant to Landlord at any time
within 30 days following the date Landlord shall have sent any invoice to Tenant
with  respect  to such  Operating  Costs.  Such  availability  and review of the
records shall take place at Landlord's  office  during  normal  business  hours.
Tenant shall not be required to pay any such  Operating  Costs so invoiced until
the  earlier  of the date on which  Tenant  shall  review  the  records  so made
available  by  Landlord  or the 31st day  following  the  sending  of an invoice
pertaining to Operating Costs by Landlord to Tenant.

            F.  Additional  Rent/Tax  on  Premises  Building.  As  part  of  the
Proportionate  Share/Operating  Costs  payments  made to Landlord,  Tenant shall
reimburse  Landlord  for all real  estate  taxes  attributable  to the  Premises
building,  as follows:  the Tenant  shall pay to  Landlord  each month a payment
equal to one-twelfth of 100% of the Middletown Township Tax Assessor's valuation
of the Premises  building,  multiplied by the tax rate applicable to the year in
question.  These  payments shall be subject to the year end adjustment set forth
in this Article 6.

      Article 7. Repairs and Care

            A. The  Premises  are leased "as is".  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 neither encumber
nor obstruct the sidewalks,  driveways,


                                       7
<PAGE>

yards, entrances, hallways and stairs, but shall keep and maintain the same in a
dean condition, free from debris, trash, refuse, snow and ice.

            B. The Tenant  shall take good care of the Premises and shall at the
Tenant's own cost and expense,  make all repairs,  including  but not limited to
structural  and non  structural  repairs,  HVAC and  electrical  systems,  water
heater, plumbing, roof, ceiling tiles, redecoration, painting and renovations of
the  premises  as may be  necessary  to  keep  them  in  good  repair  and  good
appearance, and at the end and other expiration of the term shall deliver up the
premises in good order and condition, damages by the elements, ordinary wear and
tear, fire and other hazards excepted.

            C. Tenant shall repair, repave and restripe as necessary the parking
spaces,  driveways  and  drive-through  lanes,  and  maintain  the  landscaping,
immediately contiguous to the building Premises, which are primarily for the use
of the Tenant,  its  employees  and  customers.  This  repair,  landscaping  and
repaving area is marked in Schedule C, attached.

      Article 8. Glass.  etc. Damage  Repairs.  In case of the destruction of or
any damage to the glass in the Premises, or in the case of the destruction of or
damage  of any lend  whatsoever  to the  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. In
addition to the foregoing  obligations,  the Tenant must maintain and repair the
Premises as set forth in Article 7.

      Article 9. Alterations:  Improvements.  (A) Tenant may effect alterations,
additions  or  Improvements  to the  Premises,  upon the written  consent of the
Landlord. All such alterations,  additions, improvements and/or building systems
shall be completed in a good and workmanlike manner and when made,  installed in
or attached to the Premises (with the exception, at the option of the Tenant, of
a bank vault), 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. In
the case of expiration of the Lease,  or termination of the Lease by the Tenant,
Tenant  shall be deemed to have  elected to abandon  those  trade  fixtures  not
removed by the Tenant prior to the Lease termination/expiration.  In the case of
default by the Tenant as set forth in Articles 24 and 25, Tenant shall be deemed
to have elected to abandon those trade  fixtures not removed by the Tenant prior
to ten (10) days after the date  Landlord  re-enters  the  Premises or obtains a
Judgment for Possession of the Premises, whichever is first to occur.

            (B) Landlord reserves the right to expand,  renovate and remodel the
Shopping Center,  provided however that Landlord shall construct no buildings in
the area  delineated  in Schedule C.  Landlord  shall use their best  efforts to
minimize any such expansion/renovation's impact on the existing traffic flow and
stacking at the Premises.  In the event that the Shopping  Center store space is
expanded  or  reduced,  the  Tenant's  Proportionate  Share  shall  be  adjusted
accordingly by the Landlord.

      Article 10.  Signs.  The Tenant shall not place nor allow to be placed any
signs  of any  kind  whatsoever,  upon,  in or about  the  Premises  or any part
thereof,  except of a design and


                                       8
<PAGE>

structure  and in or at such places as may be indicated  and consented to by the
Landlord in writing,  such consent not to be unreasonably  withheld. In case the
Landlord or the Landlord's agents,  employees or  representatives  shall deem it
necessary  to  remove  any such  signs  in  order to paint or make any  repairs,
alterations or  improvements  in or upon the Premises or any part thereof,  they
may be so removed, but shall be replaced at the Landlord's expense when the said
repairs,  alterations  or  improvements  shall  have been  completed.  Any signs
permitted  by the  Landlord  shall  at all  times  conform  with  all  municipal
ordinances  or other  laws and  regulations  applicable  thereto.  The  Landlord
consents to the existing signs of the Tenant at the Premises. Tenant's presently
existing signage is hereby approved.

      Article  11.  Utilities.  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  Premises  or which are or may be charged to the
Landlord with respect to the Premises 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 therefor, whichever occurs sooner.

      Article 12.  Compliance  with Laws etc. 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
Premises, their use and occupancy, for the correction,  prevention and abatement
of nuisances,  violations  or other  grievances  in, upon or connected  with the
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 Premises and its contents,  for the
prevention of fire or other casualty, damage or injury, at the Tenant's own cost
and  expense.  In the  alternative,  Tenant  need  not  comply  if the  cost  of
compliance  exceeds  $2,500 and Tenant ceases  business at the  Premises.  (Such
ceasing of business  shall not effect the  Tenant's  obligation  to pay rent and
perform other  covenants  contained in this Lease.) If Tenant does not make such
corrections  (or commence a cure in the case  described  below)  within a thirty
(30) day period,  (or cease business at the Premises within a 180 day period) or
a lesser period if required by law, then the Landlord or the  Landlord's  agents
may  enter  the  Premises  and  comply  with any and all of the  said  statutes,
ordinances,  rules, orders, regulations or requirements, at the cost and expense
of the Tenant and in case of the Tenant's failure to pay therefor, the said cost
and expense  shall be added to the next  month's  rent and be due and payable as
such,  or the Landlord may deduct the same from the balance of any sum remaining
in the Landlord's  hands.  If the nature of such violation or order is such that
it cannot be cured or implemented  within the applicable  time period,  then the
Tenant shall commence and  diligently  pursue  compliance  within the applicable
time  period.  Each  party  will give  prompt  notice to the other of notices of
violations  received by such party  relating to the  Premises.  Tenant  shall be
responsible  for any and all fines  assessed by reason of failure to comply with
law at the Premises.

      Article 13. Indemnification. The Tenant 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


                                       9
<PAGE>

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  of the Premises by the Tenant and
the conduct of the Tenant business.

      Article  14.

            A. Assignment.  The Tenant shall not, without the written consent of
the  Landlord,  assign,  mortgage,  or  hypothecate  this  lease,  nor sublet or
sublease  the  Premises  or  any  part  thereof,  except  through  a  merger  or
consolidation of Tenant,  or a sale of not fewer than three bank branches.  Such
consent shall not be  unreasonably  withheld or delayed.  If Tenant assigns this
lease or sublets,  Tenant shall  remain  liable as a surety to Landlord for full
performance of Tenant's obligations.

            B. Use Following Assignment.  Provided Tenant makes an assignment or
enters into a sublease,  pursuant to this Article, use of the Premises for other
than bank use may be any  lawful,  retail or office use except for any use which
materially  competes  with any tenant at the Shopping  Center at such time,  and
except for the prohibited uses set forth in Schedule B.

            C.  Tenant's  Right to  Cease  Business/Landlord's  Right to  Cancel
Lease. Notwithstanding Article 2 (Use), Tenant may, at any time during the Lease
term or the option term,  cease  business  operations at the Premises.  However,
should Tenant cease business at the Premises for 90 days or more,  Landlord may,
at  Landlord's  discretion,  cancel  the Lease upon ten days  written  notice to
Tenant.

      Article 15. Restriction of Use; Environmental  Responsibility.  The Tenant
shall not occupy or use the 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.  The Tenant  shall not store any  hazardous
materials  on the  Premises.  The Tenant  shall  indemnify  the Landlord for any
environmental expenses or legal liability incurred by the Landlord,  relating to
the Premises and caused by the use of the Premises by the Tenant, its guests and
invitees. The foregoing  indemnification shall apply to normal ECRA reporting if
required in connection with termination of this tenancy.

      Article 16. Mortgage Priority.  This lease shall not be a lien against the
Premises  in respect to any  mortgages  that may  hereafter  be placed  upon the
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 this lease to any such mortgage or mortgages.  A refusal by the
Tenant to execute such  instruments  shall entitle the Landlord to the option of
canceling  this  lease,  and  the  term  hereof  is  hereby  expressly   limited
accordingly.  Landlord  shall use its best  efforts to obtain a  non-disturbance
agreement from any present or future mortgagee, in form and content satisfactory
to Tenant.

      Article 17. Condemnation: Eminent Domain

            A. If any  portion  of the  Premises,  or any  material  portion  of
Tenant's Drive Thru lanes or the supporting  stacking or traffic lanes, shall be
taken under  eminent  domain or


                                       10
<PAGE>

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, and or shall sell
and convey the Premises or any material portion thereof,  to the governmental or
other public  authority,  agency,  body or public utility,  seeking to take said
Premises or any material portion thereof,  then this Lease, at the option of the
Tenant,  shall  terminate,  and the term  hereof  shall end as of such date such
property is surrendered to the condemning authority.

            B. [INTENTIONALLY OMITTED]

            C. In the event that the Lease is terminated by Tenant,  pursuant to
this Article, 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. All rights of the
Tenant to damages,  if any, are hereby  assigned to the Landlord,  except for an
award made to Tenant for  Tenant's  moving  expenses or for the loss of Tenant's
trade fixtures and tangible personal property if a separate award for such items
is made to the Tenant. 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. If given notice to quit from the Landlord,  the Tenant agrees to vacate
the 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.

      Article 18. Fire and other Casualty

            A. 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 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
reasonable opinion of the Landlord,  the Premises building is more than one-half
destroyed,  then at the option of either  party the rent shall be paid up to the
time of such  destruction and then and from thenceforth this lease shall come to
an end.  The parties  option to cancel the Lease under this  Article 18 shall be
deemed waived if not  exercised  within 60 days of such  casualty.  The Premises
shall be deemed to be more than  one-half  destroyed  if, in the  opinion of the
Landlord's  licensed  architect,  the cost of necessary  repairs to the Premises
building  would exceed  one-half  the  replacement  cost of the entire  Premises
building.

            B. In any case under this  Article 18, 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,  or


                                       11
<PAGE>

to the extent of the  assessed  value of the  Premises  building if the Lease is
terminated,  and such  insurance  carriers  shall have no  recourse  against the
Landlord for reimbursement.

            C. In the event  that a  casualty  loss  occurs  and  neither  party
cancels  the Lease,  then  Tenant may  continue  to operate  out of a  temporary
structure, such as a trailer, located on the Premises,  provided that (i) Tenant
obtains all necessary government approvals, and (ii) rent not be abated.

      Article 19. Reimbursement of Landlord.  If the Tenant shall fail or refuse
to comply with and  perform  any  conditions  and  covenants  of the Lease after
notice and reasonable  opportunity to cure, 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 or at
law by reason of the breach by the Tenant of any of the covenants and conditions
in this lease contained.

      Article 20. Inspection and Repair. 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  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.

      Article 21. Right to Exhibit. 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,  at  reasonable   times
co-ordinated with Tenant which may be after regular business hours.

      Article 22. [INTENTIONALLY OMITTED]

      Article 23. Removal of Tenant's Property. Any equipment,  fixtures,  goods
or other property of the Tenant;  not removed by the Tenant upon the termination
of this Lease, or upon the Tenant's eviction, whichever shall occur first, 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. Upon the occurrence of an Event of Default of the
Tenant, Landlord shall have the additional rights set forth in Article 25.

      Article  24.  Default by Tenant.  Each of the  following  events  shall be
deemed an Event of Default by the Tenant under this Lease:

            (i)  Tenant  shall  fail to pay  any  installment  of  base  rent or
additional rent within 10 days after receipt of written notice of non-payment;

            (ii) Tenant shall fail to comply with,  perform or observe any other
term, condition or covenant of the Lease applying to Tenant and Tenant shall not
cure such failure or


                                       12
<PAGE>

default  within 30 days  after  Landlord's  written  notice of said  failure  or
default,  or such  longer  time as  necessary  to cure such  failure or default;
provided that Tenant has promptly and diligently  commenced cure of such failure
or default; or

            (iii)  Proceedings  be  commenced  by  or  against  the  Tenant  for
bankruptcy, insolvency,  receivership, agreement of composition, or Tenant shall
make an assignment for the benefit of creditors.

      Article 25. Remedies upon Tenant's Default

      If there should occur any Event of Default on the part of the Tenant;  the
Landlord,  in  addition  to any other  remedies  herein  contained  or as may be
permitted  by law, may either  terminate  this Lease or re-enter the Premises as
agent for the Tenant, by appropriate  judicial remedy,  without being liable for
prosecution  therefor, or for damages, and all rights of Tenant under this Lease
to possess the Premises shall cease.  In all cases,  the Tenant's  obligation to
pay all rent shall continue. Landlord, as agent for the Tenant or otherwise, may
re-let the Premises and receive the rents therefor and apply the same,  first to
the payment of such expenses, realtor commissions,  reasonable attorney fees and
costs, as the Landlord may have incurred in (1) re-entering and repossessing the
same, (2) in making such repairs and  alterations as may be necessary and (3) in
re-letting  the Premises;  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,  commissions,  fees and costs. The
Landlord at its option may require the Tenant to pay such  deficiencies  as they
arise and are  ascertained  each month,  or may hold Tenant in advance for a sum
equal to the Landlord's reasonable protection of the entire deficiency resulting
from such reletting.  Tenant shall not be entitled to any surplus  accruing as a
result of the  reletting.  Landlord  hereby waives any lien,  statutory  lien or
right to distrain that may exist; on all personal  property of Tenant in or upon
the Premises, including without limitation, furniture, fixtures (including trade
fixtures) and  merchandise of Tenant.  No waiver by Landlord of any such breach,
violation or default by Tenant shall  constitute  or be construed as a waiver of
any other such breach,  violation or default, nor shall lapse of time after such
breach,  violation or default by Tenant before Landlord shall exercise any right
with  respect  thereto  operate  to defeat or  adversely  affect  the  rights of
Landlord.  Landlord shall make its best efforts to mitigate damages,  consistent
with  the  tenor  of the  Shopping  Center.  If  Landlord  or  Tenant  commences
litigation to enforce their rights under this Lease,  the prevailing party shall
be entitled to reasonable attorneys fees as part of its damage award.

      Article 26.  Non-Liability  of Landlord.  The Landlord shall not be liable
for any  damage or  injury  which may be  sustained  by the  Tenant or any other
person, as a consequence of the failure, breakage, leakage or obstruction of the
water,  plumbing,  steam,  sewer, waste or soil pipes,  roof,  drains,  leaders,
gutters,  valleys,  downspouts  or the like or of the  electrical,  gas,  power,
conveyor,  refrigeration,   sprinkler,  air  conditioning  or  heating  systems,
elevators or hoisting equipment; or by reason of the elements; or resulting from
the carelessness, negligence or improper conduct on the part of any other Tenant
or this or any other Tenant's agents, employees,  guests,  licensees,  invitees,
subtenants,  assignees or successors;  or attributable to any


                                       13
<PAGE>

interference  with,  interruption  of or  failure,  beyond  the  control  of the
landlord, or any services to be furnished or supplied by the Landlord.

      Article 27. Non-Waiver by Landlord. 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.

      Article 28. Non-Performance by Landlord.  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.

      Article  29.  Validity  of Lease.  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.  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.

      Article 30.  Notices.  All notices  required under the terms of this lease
shall be given by mailing such notices by certified or registered  mail,  return
receipt  requested,  or delivered by overnight courier (Federal Express,  United
Parcel Service,  etc.) providing proof of delivery 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.  Notices  shall be  effective  when  received.  In the event of an
emergency, any reasonable method of notification shall be acceptable.

      Article  31.  Title and Quiet  Environment.  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 Premises for the term aforementioned.

      Article 32.  Entire  Contract.  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


                                       14
<PAGE>

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.

      Article 33.  Mechanics'  Liens.  If any mechanics' or other liens shall be
created or filed against the 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.

      Article 34. Waiver of Subrogation  Rights. 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.

      Article 35. Miscellaneous

            A. The Tenant  shall not  install,  construct  or allow any  vending
machines or storage containers outside the store.

            B. [Intentionally omitted.]

            C. Should any rent remain unpaid for ten days after notice that rent
has not been received, Tenant shall pay a late charge of 5%, such late charge to
be deemed Additional Rent.

            D. Additional Rules. The Landlord at any time or times and from time
to time may make such reasonable rules and regulations as in the judgment of the
Landlord may from time to time be reasonably  necessary for the safety, care and
cleanliness of the Premises and Shopping Center, and for the preservation of the
good order therein.  Such rules and/or  regulations  shall, when communicated in
writing to the Tenant; form a part of this lease.

            E This  Lease  Agreement  may be  executed  by  facsimile  and/or by
counterpart and each  counterpart  when taken together shall  constitute one and
the same  instrument.  This Lease Agreement shall be governed by the laws of New
Jersey.  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.


                                       15
<PAGE>

            F. 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.

SIGNED:

Witnessed as to Landlord:                    ESTATE OF CARL CASRIEL, Landlord


                                             By:         /s/ Eric Casriel
--------------------------------                 -------------------------------
                                                   Eric Casriel, Executor


Attest as to Tenant:                         CORESTATES BANK, N.A., Tenant

     /s/ Carl L. Grossman                    By:        /s/ Dan G. Griffith
--------------------------------                 -------------------------------
     CARL L. GROSSMAN                              DAN G. GRIFFITH
     ASSISTANT SECRETARY                           VICE PRESIDENT


                                       16
<PAGE>

                                   Schedule A
                          Port Monmouth Shopping Center

                                       MAP


                                       17
<PAGE>

                                   Schedule B
                               Restrictions on Use

            1.  Grocery/Drug  Restrictions.  The types of uses  permitted in the
Premises shall be of a retail,  office and/or  commercial  nature.  The Premises
(nor  any  part  thereof)  shall  not  be  (i)  used  or  occupied  as a  retail
supermarket,  drug store or combination  thereof,  nor (ii) used for the sale of
any of the following:  (1) fish or meat; (2) liquor or other alcoholic beverages
in package form, including, but not limited to, beer, wine and ale; (3) produce;
(4) baked goods;  (5) floral items; (6) any combination of food items sufficient
to be commonly  known as a convenience  food store or  department;  (7) greeting
cards;  (8) photo  processing;  (9)  health  and  beauty  aids;  and (10)  items
requiring  dispensation by or through a pharmacy or requiring dispensation by or
through a registered or licensed pharmacist.

            2. General  Restrictions.  In addition,  none of the following  uses
shall be conducted  at the  Premises:  (a) funeral  homes;  (b) any  production,
manufacturing,  industrial  or  storage  use of any kind or  nature,  except for
storage and/or production of products incidental to the retail sale thereof from
the Premises;  (c) entertainment or recreational  facilities  ("entertainment or
recreational  facilities"  include  but are not  limited  to, a  bowling  alley,
skating rink, electronic or mechanical games arcade (except as an incidental use
to a retail or commercial  business,  in which case such use shall be restricted
to less than five  percent  (5%) of the floor area  occupied by such  business),
theater,  billiard  room or pool hall,  health spa or studio or fitness  center,
massage  parlor,  discotheque,  dance hall,  banquet  hall,  night club,  bar or
tavern,  "head  shop",  pornographic  or  "adult"  store,  racquetball  court or
gymnasium,  or other place of public  amusement);  (d)  training or  educational
facilities  ("training or educational  facilities"  include, but are not limited
to, a beauty school,  barber college,  library,  reading room,  church,  school,
place of instruction,  or any other operation  catering primarily to students or
trainees rather than to customers); (e) restaurants; (f) car washes, gasoline or
service stations, or the displaying, repairing, renting, leasing, or sale of any
motor vehicle, boat or trailer; (g) dry cleaner with on-premises  cleaning;  (h)
any use which creates a nuisance or materially  increases  noise or the emission
of dust,  odor,  smoke,  gases,  or  materially  increases  fire,  explosion  or
radioactive hazards in the Shopping Center beyond that created by any restaurant
business;  (i)  second-hand or thrift stores,  or flea markets;  and (j) any use
involving  Hazardous  Material,  except  as  may be  customary  in  first  class
neighborhood shopping centers in the metropolitan area where the Shopping Center
is  located.  It is the  Parties'  intent  that the  parking  and  other  common
facilities  shall not be burdened by either  large  scale or  protracted  use by
persons other than customers of occupants of the Shopping Center.


                                       18