Exhibit 10.22

                                 LEASE AGREEMENT

                                     Between

                            CRL REALTY ASSOCIATES, LP
                       OWNER OF EASTPOINTE SHOPPING PLAZA
                 By CRL REALTY MANAGEMENT, Inc. GENERAL PARTNER
                          BY ROBERT LINDMARK, PRESIDENT

                                                                        LANDLORD

                                       AND

                            TWO RIVER COMMUNITY BANK

                                   1250 Hwy 35

                              Middletown, NJ 07748

                                                                          TENANT
                              Dated: 11 March 2005

                           Premises: 2345 Highway #36
                      Atlantic Highlands, New Jersey 07716

                  Tenant's Store Name: TWO RIVER COMMUNITY BANK

                          Tenant's Store Number: 1 & 2

                          Square Footage: 2080 sq. feet


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<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

1.  POSSESSION and USE ....................................................    4
2.  TERM of LEASE and OPTION to RENEW .....................................    5
3.  ASSIGNMENT or SUBLETTING ..............................................    5
4.  RENT and ADDITIONAL RENT ..............................................    7
5.  SECURITY ..............................................................    7
6.  INSURANCE .............................................................    8
7.  UNAVAILABILITY of FIRE INSURANCE, RATE INCREASES ......................    8
8.  WATER DAMAGE ..........................................................    8
9.  LIABILITY of LANDLORD and TENANT ......................................    9
10. REAL ESTATE TAXES .....................................................    9
11. ACCEPTANCE of RENTAL SPACE ............................................    9
12. QUIET ENJOYMENT .......................................................    9
13. UTILITIES and SERVICES ................................................    9
14. TENANT'S REPAIRS, MAINTENANCE, and COMPLIANCE .........................   10
15. LANDLORD'S REPAIRS and MAINTENANCE ....................................   11
16. ALTERATIONS ...........................................................   11
17. FIXTURES ..............................................................   12
18. SIGNS .................................................................   12
19. ACCESS to RENTAL SPACE ................................................   13
20. FIRE and OTHER CASUALTY ...............................................   13
21. EMINENT DOMAIN ........................................................   14
22. TENANT'S CERTIFICATE ..................................................   14
23. DEFAULT, RE-ENTRY and EVICTION, DAMAGES ...............................   14
    A. Default; B. Re-Entry and Eviction; C. Damage
       -------
24. CONDITIONS of REINSTATEMENT of LEASE ..................................   16
25. SURRENDER, WAIVER .....................................................   16
26. END of TERM ...........................................................   16
27. COMMON AREAS ..........................................................   17
28. COMMON AREA MAINTENANCE and SERVICES ..................................   17
29. SUBORDINATION to MORTGAGE .............................................   17
30. LANDLORD'S CONSENT ....................................................   18
31. CORPORATE RESOLUTION ..................................................   18
32. ISRA COMPLIANCE .......................................................   18
33. DISCHARGE of HAZARDOUS and/or TOXIC SUBSTANCES; .......................   19
    INDEMNIFICATION
34. GENERAL INDEMNIFICATION and HOLD HARMLESS .............................   19
35. INTEREST on LATE PAYMENTS .............................................   19
36. DELIVERY of LEASE .....................................................   20
37. BINDING/GOVERNING LAW .................................................   20
38. CAPTIONS AND INTERPRETATION ...........................................   20
39. NOTICES ...............................................................   20
40. SURVIVAL ..............................................................   21
41. FULL AGREEMENT ........................................................   21
42. BROKERS ...............................................................   21


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<PAGE>

                                 BUSINESS LEASE

      THE  LANDLORD  AGREES TO RENT AND TENANT  AGREES to lease the Rental Space
for the term and at the rent  stated,  as  follows:  (The words  "Landlord"  and
"Tenant" includes all Landlords and all Tenants under this Lease.)

                                  SUMMARY PAGE

Landlord:         CRL Realty Associates LP, P.O. Box 323, Navesink, NJ 07752

Tenant:           Two River Community Bank, 1250 Hwy 35, Middletown, NJ 07748

Rental Space:     Store #1 & 2, along with the drive in facilities, all as more
                  particularly depicted on the site plan which is attached to
                  this Lease as Exhibit "A"

Square Footage:   2080 sf. (4.16 % of shopping center for NNN calculations)

Shopping Center:  Eastpointe  Shopping Plaza at 2345 -2399 Highway #36, Atlantic
                  Highlands, NJ 07716

Date of Lease:    March 11, 2005

Initial Term:     5 years

Security:         $ 0.00

Rent for the Term is to be calculated as follows:

a.    Annual  Fixed  Rent:  The  following  Rent is  payable  in  equal  monthly
      installments,  except as  expressly  modified  by Article 4 of this Lease,
      during the initial Term of this Lease,:

          Lease Years                 Annualized Rent       Monthly Installments
          -----------                 ---------------       --------------------
For that portion of the initial       $16,620.00 NNN              $1,385.00
    Term which falls within
      calendar year 2005
   For the remainder of the           $33,340.00 NNN              $2,770.00
         initial Term

b.    Maintenance/common  area  charge:  Lease year #1 - $3060.00:  $ 255.00 per
      month. Additional charges may be assessed if necessary pursuant to Article
      28.

c.    Insurance Charge: Lease year #1 - $1080.00; $ 90.00 per month.  Additional
      charges to be calculated pursuant to Article 6.

d.    Real  Estate Tax  Charge:  Lease year #1-  $3,960.00:  $ 330.00 per month.
      Additional charges to be calculated pursuant to Article 10.

      Liability  Insurance.  Minimum  amounts:  Combined single limit for bodily
injury and  property  damage for each  occurrence  $1,000,000,  total  aggregate
yearly coverage $2,000,000.

      Use of Rental Space: Bank and related financial services

      Additional Agreements:

a.    Tenant  shall  have an option to renew the lease for three (3)  additional
      five (5) year terms,  each of which shall be referred to as a renewal Term
      in this Lease.  The Annual Fixed Rent payable  during the full duration of
      each  renewal  Term  shall be an amount  equal to the  product  of (i) the
      Annual  Fixed Rent  payable  during the full  duration of the  immediately
      preceding  Term of this Lease,  which shall be deemed to be $33,240.00 for


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<PAGE>

      the initial Term of this Lease, and (ii) the actual cumulative increase in
      the New York - New Jersey Consumer Price Index - Urban (CPI-U) between the
      commencement date of the immediately  preceding Term of this Lease and the
      termination  date  of  the  immediately  preceding  Term  of  this  Lease,
      PROVIDED,  HOWEVER, that the increase in Annual Fixed Rent for any renewal
      Term of this Lease shall be neither less than l0% nor more than 25% of the
      Annual  Fixed Rent  payable  during the full  duration of the  immediately
      preceding  Term of  this  Lease,  notwithstanding  the  actual  cumulative
      increase  in the  New  York - New  Jersey  Consumer  Price  Index  - Urban
      (CPI-U).

      The term  "Index"  as used  herein  shall  mean the index now known as the
      Revised  Consumer Price Index for All Urban Consumers  (CPI-U),  New York,
      New York-Northeastern  New Jersey  (1982-84=100),  issued and published by
      the  Bureau  of Labor  Statistics  of the U.S.  Department  of Labor  (the
      "Bureau").  If the Bureau  discontinues  the  publication of the Index, or
      publishes  the Index  less  frequently,  or alters  the same in some other
      manner,  then Landlord,  in its sole discretion,  shall adopt a substitute
      index or  substitute  procedure  which  reasonably  reflects  and monitors
      consumer prices.

b.    Landlord shall not permit any other  organization which is in the business
      of providing  banking and  financial  services,  which shall be defined to
      include  banks the  deposits  of which are  insured  by the FDIC,  savings
      banks,  stock  brokerage  companies,  trust  companies,  credit unions and
      consumer finance businesses to operate on Block 729, Lot 21 of the Tax Map
      of the Township of  Middletown,  and  acknowledges  that its  agreement to
      restrict  competitive  uses under this  sentence is  indispensable  to the
      Tenant.  Notwithstanding the terms of the preceding sentence, HT Video may
      continue to maintain and operate the ATM which is  presently  installed in
      the space  which it leases  from  Landlord.  Landlord  will not permit any
      other present or future tenant of Eastpointe  Shopping Plaza to install an
      ATM in the space which such tenant leases from Landlord.  If either (i) HT
      Video  vacates  the space  which it  presently  occupies  or (ii) HT Video
      removes the  presently  installed  ATM,  then  Landlord will not permit HT
      Video or the successor tenant in the space presently  occupied by HT Video
      to install or operate an ATM in such space.

c.    The initial Term of this Lease and the payment of Rent, as defined in this
      Lease,  shall commence when Tenant  actually opens its branch for business
      at the Rental Space.

d.    Tenant may, in the exercise of its sole  discretion,  terminate this Lease
      in the event that the New Jersey  Department of Banking and Insurance does
      not, on or before June 30,  2005,  issue final  approval to the Tenant for
      the  establishment and operation of a branch office at the Rental Space by
      the  Tenant,  in  which  event  all of the  Tenant's  rights,  duties  and
      obligations under this Lease shall be extinguished ipso facto.

1.    POSSESSION and USE

      The Landlord  shall give  possession of the Rental Space to the Tenant for
the initial and each renewal Term.  The Tenant shall take  possession of and use
the Rental Space for the purpose stated above. The Tenant may not use the Rental
Space for any other purpose without the written consent of the Landlord.


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<PAGE>

      The Rental  Space  shall,  for all  purposes  of this  Lease,  include the
drive-in  banking  facilities  which are appurtenant to Stores 1 and 2. Landlord
shall  not  charge  any  separate  Rent  to  Tenant  for  the  drive-in  banking
facilities.

      The Tenant shall not allow the Rental Space to be used for any unlawful or
hazardous  purpose.  The Tenant is satisfied  that the Rental Space is zoned for
the Use stated.  The Tenant shall obtain any necessary  certificate of occupancy
or other certificate permitting the Tenant to use the Rental Space for that Use,
at  Tenant's  sole  cost and  expense.  Tenant  shall  comply  with all  orders,
ordinances and regulations of all governmental  authorities  relating to the use
of the Rental Space.

      The Tenant  shall not use the Rental  Space in any manner that  results in
(1) an increase in the rate of fire or liability  insurance or (2)  cancellation
of any fire or liability  insurance policy on the Rental Space. The Tenant shall
comply with all  requirements  of the  insurance  companies  insuring the Rental
Space.  The Tenant  shall not abandon the Rental  Space  during the Term of this
Lease or permit it to become vacant for extended  periods.  Abandonment shall be
defined as failure to open for business  during stated  business  hours for five
(5) consecutive  business days without notice to and permission of the Landlord.
The Tenant shall keep the Rental  Space open for business  during those days and
hours which are,  in the sole  judgment of Tenant,  customary  banking  days and
hours in New Jersey.

2.    TERM of LEASE and OPTION to RENEW

      The  initial  Term of the Lease  shall be for five (5)  years,  which Term
shall commence on the date when Tenant actually opens its branch for business at
the Rental Space, and shall end on the fifth anniversary of the date when Tenant
actually opens its branch for business at the Rental Space.

      If this Lease is still in full force and effect,  and Tenant  shall not be
in default in accordance with the terms and provisions of this Lease, and Tenant
shall be in possession of the Rental Space pursuant to this Lease,  Tenant shall
have the option to renew this Lease for three (3)  additional  consecutive  five
(5) year terms,  provided written notice of the election of such option shall be
sent by Tenant to Landlord not less than six (6) months prior to the  expiration
of the then current  initial or renewal Term, as the case may be. If said option
is duly exercised,  the term of this Lease shall  automatically  be extended for
the period of the option,  without the  requirement  of any further  instrument,
upon all of the same terms,  provisions  and conditions set forth in this Lease,
except that the Annual Rent during the options  periods  shall be  increased  as
provided in Paragraph a. of Additional Agreements, above.

3.    ASSIGNMENT or SUBLETTING

      The Tenant may not do any of the following without the Landlord's  written
consent and without  payment of a fee to the Landlord:  (a) assign this Lease to
any  assignee  (other than an  assignee  which is a  financial  institution  the
deposits  in which are insured by an agency if the United  States (a  "Permitted
Assignee"));  (b)  sublet all or any part of the  Rental  Space;  (c) permit any
other  person or business to use the Rental  Space;  or (d) mortgage or encumber
this Lease.  Any consent by Landlord to an otherwise  prohibited  assignment  or
subletting  shall  not in any


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<PAGE>

manner  be  construed  to  relieve  Tenant or any  assignee  or  sublessee  from
obtaining the Consent in writing of Landlord to any further otherwise prohibited
assignment or subletting.  Any prohibited  assignment or sublease made by Tenant
without  Landlord's prior written consent shall be void and a default under this
Lease,  giving  Landlord the right to exercise  all of its  remedies  hereunder,
including but not limited to the right to Terminate this Lease.  Landlord agrees
(i) that Tenant may assign this Lease to any  Permitted  Assignee upon notice to
Landlord,  but without Landlord's  permission,  and (ii) that its consent to any
otherwise  prohibited  assignment  or sublease  requested  by Tenant will not be
unreasonably withheld.

      Notwithstanding  the foregoing,  Landlord  agrees that in the event Tenant
desires to either  assign  this Lease to an  assignee  which is not a  Permitted
Assignee or sublet the Rental Space  during the term of this Lease,  Tenant will
notify  Landlord  in  writing  of its  desire to assign  or sublet  and  provide
Landlord with the following information;

(1)   Name and address of prospective assignee or sub-tenant;

(2)   Business of prospective assignee or sub-tenant;

(3)   Proposed assignment or subletting start date;

(4)   Personal financial statements and income tax returns for prior three years
      of prospective assignee or sub-tenant;

(5)   Business code number or Standard Industrial Classification (SIC) number of
      prospective assignee or sub-tenant.

      Landlord  will review the  information  received and notify  Tenant within
fourteen (14) days  thereafter  whether or not it will consent to the assignment
or subletting.  Landlord will be under no obligation  whatsoever to agree to any
otherwise prohibited  assignment or subletting where, in the Landlord's sole and
absolute discretion, to do so would:

(1)   Permit an  undercapitalized  or financially  unstable  person or entity to
      enter into possession of the Rental Space;

(2)   Permit a use which would  conflict or compete in a  substantially  similar
      business  with any tenant then renting  space in the  Eastpointe  Shopping
      Plaza;

(3)   Subject the Shopping Center, or the Rental Space, to the provisions of the
      New Jersey  Environmental  Cleanup  Responsibility Act, or any superseding
      federal environmental regulations, as amended from time to time;

(4)   Result in the expenditure of any funds by Landlord;

(5)   Require review of any assignment or subletting proposal where a Tenant was
      delinquent  in the payment of any monetary  obligation or in breach of any
      performance obligation imposed by the lease terms; -


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<PAGE>

(6)   Require Landlord to obtain any federal,  state, county or municipal permit
      to allow the assignment or subletting;

(7)   Otherwise make the Landlord deem itself to be insecure

      In the event Landlord determines to agree to any such otherwise prohibited
assignment  or  subletting,  the  Landlord  will cause to be  prepared a written
agreement of assignment or subletting  between Landlord,  Tenant and Assignee or
Subtenant  setting forth all of the terms of agreement  between the parties.  No
such assignment or subletting  will be effective until the written  agreement is
executed by all parties.  The Landlord's  attorney's  fees and costs incurred in
the assignment or subletting shall be paid in full by Tenant.  In no event shall
an  assignment or  subletting  relieve or release the Tenant of its  obligations
under the Lease  which are  attributable  to the term of the Lease  prior to the
assignment or subletting.

4.    RENT and ADDITIONAL RENT

      For any  portion of the  initial  Term or any  renewal  Term of this Lease
which  consists of a partial  calendar  month,  Tenant shall pay the Rent to the
Landlord for such partial  month,  which shall be based on the number of days in
such month which are within the initial  Term of this Lease,  at the  Landlord's
address,  in advance,  without  demand,  set off or deduction  whatsoever on the
first day of such partial month,  together with prorated  additional  changes as
herein  provided.  For each full  calendar  month within the initial Term or any
renewal  Term of this Lease,  Tenant  shall pay the Rent to the  Landlord at the
Landlord's address in equal monthly  installments,  in advance,  without demand,
set off or deduction  whatsoever  on the first day of each such month during the
Term of the Lease, together with additional changes as herein provided.

      The  Landlord  and Tenant  agree that the  Landlord  will be  entitled  to
receive from the Tenant a charge of five (5%) of the monthly installment of Rent
where  the  Tenant  fails to pay any  month's  Rent  prior to the  tenth  (10th)
business day of the month.  Business  days under this Lease shall be  considered
Monday through Friday and shall not include Saturday and Sunday. The late charge
of five percent (5%) will be due and payable as "additional rent" from Tenant to
Landlord  and shall be  collected by Landlord  with the next  following  month's
installment of Rent.

      If the  Tenant  fails to  comply  with any  agreement  in the  Lease,  the
Landlord may do so on behalf of the Tenant.  The Landlord may charge the cost to
comply,  including  reasonable  attorney's  fees,  to the Tenant as  "additional
rent".  The  additional  rent  shall be due and  payable  as Rent  with the next
monthly Rent payment. Non-payment of additional rent shall give the Landlord the
same rights against the Tenant as if the Tenant failed to pay the Rent.

5.    SECURITY

      Intentionally omitted


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6.    INSURANCE

      The  Tenant  agrees  that it will,  at its sole  cost and  expense,  carry
liability  insurance  covering the leased  Premises with a combined single limit
for bodily  injury and  property  damage in the  minimum  amount of ONE  MILLION
DOLLARS  ($1,000,000) per occurrence and, TWO MILLION DOLLARS ($2,000,000) total
aggregate yearly  coverage,  and the Tenant further agrees that it will add as a
party  insured by such policy the  interest  of the  Landlord  and will  furnish
Landlord with a certificate of the liability insurance prior to the commencement
of the term of this  lease and  thereafter  on an annual  basis.  The  liability
insurance  policy to be obtained by Tenant may cover other  properties which are
occupied by Tenant,  with the understanding that the full limits set forth above
must apply to the Leased  Premises,  not withstanding any other claims submitted
pursuant to said  policy.  The policy  shall also cover the use and or misuse of
any hazardous materials

      All  policies  of  insurance  shall  contain a clause  that the  insurance
company  cannot cancel or refuse to renew without at least ten (10) days written
notice to any and all parties in interest.

      Landlord  and Tenant  both  agree  that each  party,  in  connection  with
insurance  policies  required to be furnished in  accordance  with the terms and
conditions of this lease,  or in connection  with insurance  policies which they
obtain  insuring such  insurable  interest as Landlord or Tenant may have in its
own  properties,  whether  personal or real,  shall expressly waive any right of
subrogation  on the part of the insurer  against the Landlord or Tenant.  Should
such  waiver  not be  available  then the  policy  for which  the  waiver is not
available must name the other party as an additional named insured  affording it
the same coverage as that provided the party  obtaining said coverage.  Landlord
and Tenant each mutually waive all right of recovery  against each other,  their
agents,  or employees for any loss, damage or injury of any nature whatsoever to
property  or person for which  either  party is  required by this lease to carry
insurance.

      The Tenant shall pay as additional rent a pro-rated share of the insurance
that the Landlord  carries on the property  equaling a percentage  of the Rental
Space square  footage as the numerator and the total square footage of the plaza
as the denominator, said percentage for the life of the Lease to be 4.16%.

7.    UNAVAILABILITY of FIRE INSURANCE, RATE INCREASES

      If due to the Tenant's use of the Rental Space the Landlord  cannot obtain
and maintain  fire  insurance  on the Building in an amount and form  reasonably
acceptable to the Landlord, the Landlord may cancel this Lease on 30 days notice
to the Tenant. If due to the Tenant's use of the Rental Space the fire insurance
rate increases, the Tenant shall pay the increase in the premium to the Landlord
on demand.

8.    WATER DAMAGE

      The  Landlord  shall not be liable for any damage or injury to any persons
or  property  caused  by the leak or flow of water  from or into any part of the
Building.


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9.    LIABILITY OF LANDLORD AND TENANT

      The  Landlord  shall not be liable  for  injury or damage to any person or
property unless it is due to the Landlord's act or neglect. The Tenant is liable
for any loss,  injury or damage to any person or  property  caused by the act of
neglect of the Tenant or the Tenant's agents, servants, independent contractors,
patrons and  employees.  The Tenant shall defend the Landlord from and reimburse
the Landlord for all liability and costs resulting from any injury or damage due
to  the  act of  neglect  of  the  Tenant  or  the  Tenant's  agents,  servants,
independent contractors, patrons and employees.

10.   REAL ESTATE TAXES

      The Landlord shall collect and pay the yearly  Municipal Real Estate Taxes
(including  without limitation  assessments for public  improvements or benefits
and  interest  on unpaid  installments  thereof) on the Land and  Building  upon
assessment  by the  municipality  and  following  pro rata  contribution  by the
Tenant.  As part of the rent for the  unit,  the  Tenant  shall pay the sum of $
330.00 per month for and on account of municipal  real estate taxes as against a
yearly  assessment  a  pro-rated  share  of the Real  Estate  Taxes  equaling  a
percentage  of the Rental Space square  footage as the  numerator  and the total
square footage of the plaza as the denominator,  said percentage for the life of
the Lease to be 4.16%. The Landlord will adjust the monthly  installments  after
receiving the Final Tax Bill from the municipality.

      The  Tenant  agrees  to pay to the  local  tax  authorities  and any other
governmental  agencies,  throughout  the  term of  this  lease  and any  renewal
thereof,  all  personal  property  taxes  which may be levied  against  Tenant's
merchandise,  trade  fixtures,  and  other  personal  property  in and about the
premises.

11.   ACCEPTANCE OF RENTAL SPACE

      The Tenant has inspected the Rental Space and agrees that the Rental Space
is in  satisfactory  condition.  The Tenant  accepts  the Rental  Space "as is",
however,  Landlord shall deliver the space free of hazardous  materials and with
the building systems (HVAC, plumbing and electrical) in good working order.

12.   QUIET ENJOYMENT

      The  Landlord  has the  right to enter  into  this  Lease.  If the  Tenant
complies with this Lease,  the Landlord must provide the Tenant with undisturbed
possession of the Rental Space, subject, however, to the Terms of this Lease and
to the Terms of all covenants,  restrictions,  easements and encumbrances now or
hereafter affecting the Landlord's interest in the Shopping Center.

13.   UTILITIES AND SERVICES

      The Tenant shall arrange and pay for all  utilities and services  required
for the Rental  Space,  including  payment of any  deposits  or similar  charges
required to be paid in  connection  therewith,  including but not limited to the
following:


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<PAGE>

(a)   Hot and cold water

(b)   Electric

(c)   Gas

(d)   HVAC (heating, ventilation and air conditioning)

(e)   Extermination services

(f)   Recycling

(g)   Immediate delivery area for Rental Space cleanup.

      If the Tenant  fails to pay for any items set forth  herein,  the Landlord
may pay the same and consider  the same as  "additional  rent",  which will give
rise to all  remedies  available  to landlord to collect the Rent or  additional
rent.  Furthermore,  the failure to pay any item shall be considered a breach of
Lease by  Tenant,  which  shall give rise to all of the  remedies  for breach of
Lease set forth under the Terms and conditions of the within Lease.

      The Landlord  shall pay for the  following  utilities and services for the
Rental Space: NONE

      The  Landlord  is not liable for any  inconvenience  or harm caused by any
stoppage  or  reduction  of  utilities  and  services  beyond the control of the
Landlord of which are necessary by reason of accident or repairs, alterations or
improvements. This does not excuse the Tenant from paying rent.

14.   TENANT'S REPAIRS, MAINTENANCE, AND COMPLIANCE

      The Tenant shall:

(a)   Promptly  comply  with  all  laws,  orders,   rules  and  requirements  of
      governmental  authorities,  insurance carries, board of fire underwriters,
      or similar groups.

(b)   Maintain  the Rental  Space and all  equipment  and fixtures in it in good
      repair and appearance.

(c)   Make all  necessary  repairs to the  Rental  Space and all  equipment  and
      fixtures in it, except structural repairs. "Structural repairs" shall mean
      exterior roof, exterior walls and exterior and subterranean foundation.

(d)   Maintain the Rental Space in a neat, clean, safe, and sanitary  condition,
      free of all garbage, litter and debris

(e)   Keep the walkway,  front and rear entrance and exit adjacent to the Rental
      Space clean and free from trash, debris, snow and ice.

(f)   Use all  electric,  plumbing  and other  facilities  in the  Rental  Space
      safely.


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<PAGE>

(g)   Use no more electricity than the wiring or feeders to the Rental Space can
      safely carry.

(h)   Promptly  replace all broken glass and repair  window  frames and signs in
      the Rental Space

(i)   Do nothing to destroy,  deface,  damage,  or remove any part of the Rental
      Space.

(j)   Keep  nothing  in the  Rental  Space  which  in  flammable,  dangerous  or
      explosive or which might increase the danger of fire or other casualty.

(k)   Promptly  notify the Landlord when there are conditions  that need repair,
      whether the Landlord or Tenant is obligated to do the repair.

(l)   Do nothing to destroy the peace and quiet of the Landlord,  other Tenants,
      or persons in the neighborhood.

(m)   Avoid littering in the building of on its grounds.

(n)   Maintain  in good  condition  and repair any and all  entrances  and exits
      including the door frame(s) for its Rental Space.

(o)   Make  necessary  repairs of the  plumbing,  sprinkler,  cooling,  heating,
      electrical,  gas and like systems  within the Rental Space,  which repairs
      shall become the property of the  Landlord  upon the Tenant's  vacating of
      the Rental Space or the expiration of this Lease, whichever is sooner

      The Tenant shall pay the expenses of complying with the above. All repairs
are to be of the same quality, design and class as the original work.

15.   LANDLORD'S REPAIRS AND MAINTENANCE

      The Landlord shall:

(a)   Maintain the public areas, foundation, exterior roof and exterior walls in
      good condition.

(b)   Make all  structural  repairs (as defined in Article  14(c) above)  unless
      these  repairs are made  necessary  by the act or neglect of the Tenant or
      the Tenant's  employees,  agents,  servants,  independent  contractors and
      patrons.

16.   ALTERATIONS

      The Tenant may not make any  interior or exterior  changes or additions to
the  Rental  Space  without  the  Landlord's  written  consent.  Any  changes or
additions  made without the Landlord's  written  consent shall be removed by the
Tenant on demand.  Tenant shall,  subsequent to the effective date of this Lease
but prior to fully  occupying  the Rental  Space,  submit to  Landlord a written
description  of those  improvements  and  alterations  to the rental space which
Tenant believes to be necessary to the successful  operation of the full service
bank branch office  contemplated by this Lease.  Landlord shall, within ten (10)
days after the issuance of such


                                       11
<PAGE>

description of improvements and alterations by Tenant,  object in writing to any
improvements and alterations  which are not acceptable to Landlord.  If Landlord
does not object to those  improvements and alterations to the Rental Space which
are proposed by Tenant,  then Landlord shall be deemed to have accepted Tenant's
proposed  improvements  and  alterations.  If Landlord  timely  objects to those
improvements  and  alterations to the Rental Space which are proposed by Tenant,
Landlord and Tenant  shall meet and make a good faith effort to reach  agreement
as to which of those  improvements and alterations to the Rental Space which are
proposed by Tenant are acceptable.

      Except as specifically provided to the contrary in this Lease, all changes
or additions made with the Landlord's  written consent shall become the property
of the Landlord when completed and paid for by the Tenant.  They shall remain as
part of the Rental Space at the end of the Term without  disturbance and without
charge to the  Landlord.  The  Tenant  shall  promptly  pay for all costs of any
permitted  changes or additions.  The Tenant shall not allow any mechanic's lien
or other claim to be filed against the  Building.  If any lien or claim is filed
against the Building, the Tenant shall have it promptly removed.

      All changes  and  alterations  must  conform to all  applicable  state and
municipal ordinances and regulations. Tenant shall obtain, at its sole cost, all
necessary  approvals  and permits to make any changes or additions  and proof of
any  necessary  approvals  and permits  shall be given to the Landlord  prior to
Tenant's making any changes or additions.

17.   FIXTURES

      The Tenant may  install  and remove  property,  machinery,  equipment  and
fixtures in the Rental Space during the term of the lease  subject to compliance
with applicable rules and regulations of governmental  boards and bureaus having
jurisdiction  thereof at the cost and expense of Tenant.  However, if the Tenant
is in  default  and moves  out,  or is  dispossessed,  and  fails to remove  any
property,  machinery,  equipment  and fixtures or other  property  prior to such
default,  dispossess  or removal,  then the property,  machinery,  equipment and
fixtures or other property shall be deemed, at the option of the Landlord, to be
abandoned; or at the Landlord's option, the Landlord may remove the property and
charge the reasonable  cost and expense of removal,  storage and disposal to the
Tenant,  which total costs shall be deemed to be additional rent hereunder.  The
Tenant  shall be liable  for any  damage  which it causes in the  removal of any
property from the Rental Space.

      Notwithstanding  any term to the contrary in this Lease,  Tenant may, upon
the  expiration or  termination  of this Lease,  regardless of the reason for or
circumstances  surrounding  such  expiration or  termination,  remove all or any
portion  of those  changes,  alterations,  property,  machinery,  equipment  and
fixtures to or within the Rental  Space which are  utilized by the Tenant in the
conduct of its  business,  including,  but not limited to, safe  deposit  boxes,
financial transactions equipment and data processing equipment.

18.   SIGNS

      Tenant  shall  prepare a signage  plan,  and present  the signage  plan to
Landlord for  Landlord's  approval.  Landlord and Tenant shall,  within ten (10)
days of the  presentation  of a


                                       12
<PAGE>

signage  plan by Tenant  to  Landlord,  but in any event on or before  April 30,
2005,  agree on a  signage  plan.  Tenant  shall,  at its  expense  and with the
cooperation of Landlord,  pursue all municipal  approvals which are necessary to
implement the signage plan upon which the Landlord and Tenant agree.  The Tenant
shall obtain the Landlord's  written consent before placing any sign,  lettering
or lights on the  exterior of the Rental  Space or in any show  window  thereof,
which is visible from the  exterior or to erect or display any other  signage or
display either  appendant to or connected  with the Rental Space,  all except as
contemplated by the agreed upon signage plan.

      All  signage  and  displays  must  conform  to all  applicable  state  and
municipal ordinances and regulations.

19.   ACCESS TO RENTAL SPACE

      The  Landlord  shall have  access to the Rental  Space,  but only when the
branch bank office  which  occupies the Rental  Space is open for  business,  on
reasonable  notice to the Tenant to (a) inspect or protect the Rental  Space (b)
make necessary repairs,  alterations, or improvements,  (c) supply services, (d)
show it to prospective buyers, mortgage lenders, contractors or insurers and (e)
effect  compliance  with any  law,  order,  or  regulation  of any  governmental
authority having jurisdiction.

      The Landlord may show the Rental Space to rental  applicants at reasonable
hours on notice to the Tenant within six (6) months before the end of the Term.

      None of the foregoing shall constitute an actual or constructive  eviction
of Tenant or a deprivation of its rights,  nor subject Landlord to any liability
or impose upon Landlord any obligation,  responsibility or liability whatsoever,
for the care,  supervision or repair of the unit or any part thereof, other than
as herein  provided  or entitle  Tenant to any  compensation  or  diminution  or
abatement of the Rent.

20.   FIRE AND OTHER CASUALTY

      The Tenant shall notify the Landlord at once of any fire or other casualty
in the  Rental  Space.  The Tenant is not  required  to pay Rent when the Rental
Space is unusable.  If the Tenant uses part of the Rental Space, the Tenant must
pay Rent pro-rate for the usable part.

      If the Rental Space is partially  damaged by fire or other  casualty,  the
Landlord  shall repair it as soon as possible.  This  includes the damage to the
Rental  Space and  fixtures  installed by the  Landlord.  The Landlord  need not
repair or replace anything installed by the Tenant.

      Either  party may cancel  this Lease if the Rental  Space is so damaged by
fire or other casualty that it cannot be repaired within 90 days. If the parties
cannot agree, the opinion of a contractor  chosen by the landlord and the Tenant
will be binding on both parties.

      This Lease shall end if the Rental Space is totally destroyed.  The Tenant
shall pay Rent to the date of destruction.


                                       13
<PAGE>

      If the fire or other  casualty  is  caused  by the act or  neglect  of the
Tenant or the Tenant's  employees,  the Tenant shall pay for all repairs and all
other damages.

21.   EMINENT DOMAIN

      Eminent  domain is the right of a government to lawfully  condemn and take
private  property for public use. Fair value must be paid for the property.  The
taking occurs either by court order of by deed to the condemning  party.  If any
part of the Rental  Space is taken by  eminent  domain,  Tenant may cancel  this
Lease on 30 days notice to  Landlord.  The entire  payment for the taking  shall
belong to the  Landlord.  The  Tenant  shall make no claim for the value of this
Lease for the remaining part of the Term.

22.   TENANT'S CERTIFICATE

      At  the  request  of  the  Landlord,  but  only  to the  extent  that  the
representations  requested are true, correct and complete, the Tenant shall sign
and return to Landlord without charge within 15 days after demand a certificate:
(1) Ratifying this Lease;  (2) Certifying that the Tenant is in occupancy of the
Rental  Space and that this  Lease is in full  force and effect and has not been
assigned,  modified,  supplemented or amended,  except as noted;  (3) Certifying
that the Landlord has fully  performed all of the Landlord's  Agreements in this
Lease; (4) Certifying that there are no defenses or offsets against  enforcement
of this Lease by Landlord;  (5)  Reciting the amount  Tenant has paid as prepaid
rental and the date to which  rental has been paid;  (6)  Reciting the amount of
any  security  deposit;  (7) Stating that the Tenant has no rights to the Rental
Space except as stated in this Lease.

23.   DEFAULT, RE-ENTRY AND EVICTION, DAMAGES

      A. Default
         -------

      Tenant shall be in default under this Lease:

      If (i) Tenant  defaults in payment of any Rent or any  additional  charges
and such default  continues  for ten (10) days after the same has become due; or
(ii) Tenant  defaults in  fulfilling  any of the covenants or agreements of this
Lease and such  default is not cured or  commenced  to be cured (and  diligently
prosecuted  to  completion  thereafter)  within ten (10) days after  notice from
Landlord or upon any person or corporation  other than Tenant,  except as may be
specifically  permitted by this Lease;  or (iii) Tenant  vacates or abandons the
Rental Space; or (iv) if at any time during the Term of this Lease a petition in
bankruptcy  or  insolvency  or for  reorganization  or  arrangement  of for  the
Appointment  of a receiver  or trustee of all or part of  Tenant's  property  is
filed against Tenant, same is not vacated within thirty (30) days thereafter; or
(v) if Tenant makes an assignment for the benefit of creditors,  otherwise seeks
relief under or is the  debtor-party  to any  insolvency  proceedings  under any
federal or state bankruptcy or insolvency statue. In any of such events Landlord
may give Tenant a written  notice  specifying  a day not less than ten (10) days
thereafter  whereupon  Tenant  shall  quit and  surrender  the  Rental  Space to
Landlord and Tenant shall remain liable as hereinafter  provided.  Tenant waives
trial by jury in any action or  proceeding  by  Landlord  to enforce  Landlord's
rights  hereunder.  Tenant  further  waives  any and  all  statutory  rights  of
redemption following Termination of this Lease or dispossess of Tenant.


                                       14
<PAGE>

      B.    Re-Entry and Eviction
            ---------------------

      In the  event  of  abandonment  of the  Rental  Space by the  Tenant,  the
Landlord reserves a right of re-entry,  which allows the Landlord to declare the
Lease in default and re-enter and take back possession of the Rental Space.  Any
personal  property of the Tenant  remaining in the Rental Space shall become the
property of the Landlord who may (a) dispose of it and charge the Tenant for the
cost of disposal; or (b) keep it as abandoned property. In the event of default,
or if the Tenant violates any agreement in this Lease, the Landlord reserves the
right to remove the Tenant by  eviction.  The landlord may also evict the Tenant
for any one of the other  grounds of good cause  provided by law.  After a court
order of eviction and compliance  with the warrant of removal,  the Landlord may
re-enter and take back possession of the Rental Space. If the cause for eviction
is  non-payment  of Rent,  notice does not have to be given to the Tenant before
the  Landlord  files a  complaint.  If there is any other  cause to  evict,  the
Landlord must give to the Tenant the notice  required by law before the Landlord
files a complaint for eviction.

      C.    Damages
            -------

      The Tenant is liable for all damages  caused by the Tenant's  violation of
any agreement in this Lease. This includes reasonable attorney's fees and costs.

      After abandonment or eviction,  the Tenant shall pay the Rent for the Term
until the Lease is  terminated  by the  Landlord  for any  reason,  or until the
Landlord  re-rents the Rental  Space,  if sooner.  If the Landlord  re-rents the
Rental  Space  for  less  than the  Tenant's  Rent,  the  Tenant  shall  pay the
difference  until the end of the Term.  The Tenant  shall not be entitled to any
excess  resulting  from  the  re-renting.  The  Tenant  shall  also  pay (a) all
reasonable expenses incurred by the Landlord in keeping the Rental Space in good
order and preparing the Rental Space for re-renting and (b) commissions  paid to
a broker for finding a new Tenant.  In case this Lease is  terminated by summary
proceedings or otherwise, as provided in this Article, whether or not the Leased
Premises are relet,  Landlord shall be entitled to recover from the Tenant,  the
following:

      (i) an amount equal to the excess of all Rent  reserved  hereunder for the
unexpired portion of the term of this Lease; and

      (ii) all reasonable expenses incurred by Landlord in obtaining possession,
in  altering,  repairing  and putting  the Leased  Premises in good order and in
reletting the same, including reasonable  attorneys' fees, brokerage commissions
and other expenses.

      Without any previous notice or demand,  separate actions may be maintained
by Landlord  against Tenant from time to time to recover any damages  which,  at
the  commencement  of any such action,  have then or theretofore  become due and
payable to the  Landlord  under this  Article  and  subsections  hereof  without
waiting until the end of the then current term.

      All sums which Tenant has agreed to pay as additional  rent or other lease
charges  shall be deemed rent  reserved in this lease within the meaning of this
Article.

      Notwithstanding  any other provisions  contained in this Lease and only if
the Tenant is an  institution  the  deposits of which are insured by the Federal
Deposit  Insurance  Corporation,  in  the  event  that  (a)  the  Tenant  or its
successors or assignees shall become  insolvent or bankrupt,  or if


                                       15
<PAGE>

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

24.   CONDITIONS OF REINSTATEMENT OF LEASE

      Notwithstanding  other  provisions of this Lease herein,  it is understood
and agreed by Tenant,  that in the event Tenant defaults in any condition,  term
or covenant of the within Lease and  Landlord is compelled to institute  Summary
Dispossess  proceedings  to regain  possession of the premises,  Tenant shall be
responsible  for  payment  of all costs of suit and  reasonable  attorneys  fees
incurred by Landlord (which shall be deemed  "additional  rent"), as well as all
monies (either Rent,  additional  rent, late charges,  or interest) then due and
owing under the Terms of the Lease prior to and as a condition of  reinstatement
of the Lease and dismissal of any and all proceedings.

25.   SURRENDER, WAIVER

      No  agreement  to accept a  surrender  of the Rental  Space shall be valid
unless in writing  signed by  Landlord.  The delivery of keys to any employee of
Landlord or of Landlord's agents shall not operate as a Termination of the Lease
or a  surrender  of the Rental  Space.  The  Landlord's  failure to enforce  any
agreement  in this Lease shall not  prevent  the  Landlord  from  enforcing  the
agreement for any violations  occurring at a later time. The receipt by Landlord
of Rent with  knowledge of the breach of any covenant of this Lease shall not be
deemed a waiver of such  breach.  No  provision of this Lease shall be deemed to
have been  waived by  Landlord,  unless  such  waiver  is in  writing  signed by
Landlord.  No payment by Tenant or receipt  by  Landlord  of a lesser  amount on
account of the earliest  stipulated Rent, nor shall any endorsement or statement
on any check nor any letter  accompanying any check or payment as Rent be deemed
an accord  and  satisfaction,  and  Landlord  may  accept  such check or payment
without  prejudice  to  Landlord's  right to recover the balance of such Rent or
pursue any other remedy in this Lease provided.

26.   END OF TERM

      At the end of the Term or if  evicted,  the  Tenant  shall  (a)  leave the
Rental Space broom clean and in good order and condition,  (b) remove all of the
Tenant's personal  property,  (c) remove all signs,  movable furniture and trade
fixtures furnished by the Tenant and restore that portion of the Rental Space on
which they were placed, and (d) repair all damage caused by moving.


                                       16
<PAGE>

      If the Tenant  leaves any property in the Rental  Space,  the Landlord may
(a) dispose of it and charge the Tenant for the cost of disposal, or (b) keep it
as abandoned property.

      In the event that Tenant  shall  remain in the Rental Space for any period
beyond the end of this Lease without the prior written consent of Landlord, this
will create a  month-to-month  tenancy at twice the Rent for the last Lease year
of the Term,  subject to all the other  provisions of this Lease then in effect,
and the acceptance of Rent or additional charges by Landlord shall not be deemed
to create a new or additional tenancy other than aforesaid.

27.   COMMON AREAS

      The common  areas shall be under the sole  control and  management  of the
Landlord who may establish  rules and regulations for them. The Tenant agrees to
obey such rules and  regulations,  including  the  designation  of "No  Employee
Parking Areas".

      The Tenant agrees that there will be no truck deliveries made nor will its
trucks or delivery  vehicles be parked any other areas than those  designated as
"service areas", generally located in the rear of the Shopping Center.

28.   COMMON AREA MAINTENANCE AND SERVICES

      Notwithstanding  the  provisions  of Article #14 of the Lease,  the Tenant
agrees to pay in addition to the Annual Fixed Rent the sum of $ 255.00 per month
during  the term of this Lease to defray the cost of  exterior  maintenance  and
repairs  services to be performed  in, on and around the  exterior  areas of the
Shopping Center,  including but not limited to all buildings and the parking lot
area, striping, paving, landscaping,  lighting,  sweeping, snow removal, garbage
removal,  common area liability  insurance,  security and policing of the common
areas,  and any other service  required to be performed to maintain the premises
in a clean,  safe and orderly  fashion.  Landlord shall be obligated to contract
with materialmen,  suppliers and independent contractors to perform the exterior
maintenance  and repair  services  and shall  supervise  the  completion  of the
services to be  performed  on the exterior of the  premises.  Landlord  shall be
entitled to a  management  fee of 5% of the total common area  expenses.  In the
event that the costs of the aforesaid maintenance and repair services exceed the
total sum of all base  maintenance  fees collected from the Tenant and all other
Tenants of the  Shopping  Center in any one year,  then and in that event  only,
Tenant agrees to pay as "additional  rent" a proportionate  share of such excess
costs to perform  exterior  maintenance and repair services.  The  proportionate
share shall be 4.16%.  The fraction  shall be multiplied by the actual amount of
such excess cost of performing such exterior  maintenance  and repair  services.
Tenant's  proportionate  share of the  excess  shall be due and  payable  within
fifteen (15) days of  presentation  by Landlord of a written  calculation of the
excess  amount  due  from  Tenant.   The  failure  of  the  Tenant  to  pay  the
proportionate  share of such excess  shall be deemed a default in the payment of
"additional  rent" and shall  entitle the  Landlord to all of the  remedies  set
forth at Articles 4, 13, 23, and 24 of the Lease.

29.   SUBORDINATION TO MORTGAGE

      In a foreclosure  sale all mortgages which now or in the future affect the
Building have priority over this Lease. This means that the holder of a mortgage
may end this  Lease on a


                                       17
<PAGE>

foreclosure  sale.  The Tenant shall sign all papers needed to give any mortgage
priority  over this Lease.  If the Tenant  refuses,  the  Landlord  may sign the
papers on behalf of the Tenant.

30.   LANDLORD'S CONSENT

      Wherever in this Lease,  the  consent of the  Landlord is required  before
Tenant may take any action on the Rental  Space,  the  Landlord  agrees that its
consent will not be unreasonably withheld nor delayed.

31.   CORPORATE RESOLUTION

      In the event Tenant under this Lease is a  corporation,  Tenant  agrees to
provide,  within thirty (30) days after execution of this Lease, a resolution of
the board of directors of Tenant  corporation  approving  the  execution of this
Lease. In the event Tenant fails to provide the aforementioned,  Landlord shall,
at its option,  have the right to Terminate this Lease upon ten (10) days' prior
written notice to Tenant.

32.   ISRA COMPLIANCE

      The Landlord and Tenant agree and understand that the public policy of the
State of New Jersey may require the investigation and abatement of environmental
problems or potential problems which may result in pollution to the environment.
Accordingly,  the State of New Jersey has adopted the  Industrial  Site Recovery
Act (N.J.S.A.  13:1K-6,  et seq.) (ISRA) which requires that certain  industrial
establishments  and the  conduct  of their  business  come  within the scope and
framework of ISRA.  For purposes of  providing  information  to the State of New
Jersey, Department of Environmental Protection,  only in the event ISRA is found
applicable to the leasing of this  property,  the Tenant  supplies the following
information  to assist  the  Landlord  in  determining  if the  Industrial  Site
Recovery Act, or any other  similar  environmental  control law,  applies to the
Tenant's operation in the demised premises.

      (a)   Tenant's Federal Employers Identification Number: 22-3704019

      (b)   Tenant's NAICS Number: 522110

      In the event  that the  Tenant in any way  changes or alters the scope and
nature  of its  business,  resulting  in a change  of the  above  numbers  being
assigned  to  the  Tenant,  then  and in  that  event  only,  Tenant  agrees  to
immediately  make  available  to the  Landlord  the newly  assigned  numbers  as
applicable.

      If  required,  the Tenant  agrees to allow the  Landlord,  its  employees,
agents,  servants,  representatives  and independent  contractors  access to the
premises  during  normal  business  hours for  purposes of  inspection,  repair,
removal and remedial action necessary to be taken on the part of the Landlord to
comply  with the  requirements  of the New Jersey  Department  of  Environmental
Protection in administering  the provisions of the Industrial Site Recovery Act,
and the regulations promulgated  thereunder.  Tenant further agrees to supply to
Landlord,  its employees,  agents,  servants,  representatives  and  independent
contractors any and all information or  documentation  necessary and required by
the New Jersey  Department of  Environmental  Protection in order to comply with
the   requirements   of  the  Industrial  Site  Recovery  Act,  the  regulations
promulgated thereunder, and to execute any and all applications, certifications,


                                       18
<PAGE>

affidavits  or  other  documents  required  by  the  New  Jersey  Department  of
Environmental  Protection to enable Landlord to comply with the  requirements of
the Industrial Site Recovery Act, and the regulations promulgated thereunder for
the continued operation, improvement, development, sale or transfer of the lands
and  buildings  of which the Leased  premises  form a part.  The  failure of the
Tenant to comply  with the  provisions  of this  Article  of the Lease  shall be
deemed a breach of Lease and shall  entitle the  Landlord to all of the remedies
set forth in the Lease as a result of the Tenant's breach of the Lease.

33.   DISCHARGE OF HAZARDOUS AND/OR TOXIC SUBSTANCES; INDEMNIFICATION

      The Landlord and Tenant agree that the Tenant shall be solely  responsible
for the proper, safe and approved handling,  storage,  treatment and disposal of
any and all chemicals,  solvents,  solutions,  toxins or other materials used in
the  business  conducted  by the Tenant on and in the Rental  Space.  The Tenant
shall  obtain,  at its sole cost and expense,  any and all permits,  licenses or
other  approvals  necessary  to conduct its  business in the Rental  Space.  The
Tenant  agrees to  install,  at its sole cost and  expense,  any and all  safety
equipment, fire fighting apparatus, systems, appliances, fire detection systems,
smoke alarms,  or any and other  systems,  equipment and apparatus  necessary to
conduct its business in the Rental Space.  Tenant  further agrees to pay any and
all charges  for standby  access for gas,  electric,  water,  sewer or any other
utility necessary to conduct its business on the site.

      The  Tenant  further  agrees  that  it  will  not  discharge  any  and all
hazardous, toxic or flammable substances, solutions or liquids into the sanitary
sewer or onto the lands and  buildings  forming  the  Shopping  Center  but will
dispose of the same in accordance with any and all applicable laws governing its
disposal. THE TENANT AGREES TO INDEMNIFY AND HOLD HARMLESS THE LANDLORD FROM ANY
AND ALL LIABILITY FOR AND ON ACCOUNT OF ITS  COMPLIANCE OR  NON-COMPLIANCE  WITH
THE PROVISIONS OF THIS ARTICLE AND ANY OTHER ARTICLE OF THIS LEASE GOVERNING THE
ACTIVITIES CONDUCTED BY THE TENANT ON AND IN THE RENTAL SPACE.

34.   GENERAL INDEMNIFICATION AND HOLD HARMLESS

      The Tenant  agrees that it will hold  harmless and  indemnify the Landlord
from any and all  damages,  claims or loss,  liability,  suits at law,  cost and
expense  (including  attorneys'  fees,  costs  of  investigation,   defense  and
disbursements), causes of action or other actions which may occur as a result of
damages to any of the  Landlord's  other Tenants in the Shopping  Center,  their
invitees,  customers, patrons or agents, or the property belonging to any of the
same,  where such  damages  or action are  occasioned  by the  operation  of the
Tenant's  business,  and further  agrees to provide  Landlord with a copy of its
liability insurance policy indemnifying the Landlord and/its Tenants, customers,
patrons, invitees or agents from any and all damage which may occur by reason of
the activity surrounding Tenant's business conducted on the site.

35.   INTEREST ON LATE PAYMENTS

      Except for the charge for late  payment of Rent the Tenant  agrees that in
the event any other payment  obligation  imposed upon the Tenant is unpaid for a
period of 30 days after its


                                       19
<PAGE>

payment due date,  then and in that event only, the Landlord will be entitled to
collect  the sum of 1 1/2% per month on the  outstanding  balance of any sum due
and owing to Landlord  under the Lease which is unpaid for a period in excess of
30 days.  Interest shall be calculated on the  outstanding  balance due from the
payment due date to the date of payment by Tenant.  Such interest  payment shall
be deemed  "additional  rent" due from  Tenant to  Landlord,  the non payment of
which shall entitle the Landlord to all of the remedies set forth in this Lease.

36.   DELIVERY OF LEASE

      This Lease shall not be binding  upon the  Landlord and Tenant until it is
signed by the Landlord,  and a true copy of the fully  executed  Lease and Rider
delivered  to the Tenant.  An offer of Lease to the Tenant  shall be accepted by
the Tenant within twenty days after the forwarding to the Tenant of the original
and copies of the Lease and Rider by execution of the original and all copies of
the Lease and Rider and  return of the same to  Landlord  for  execution  of the
Lease and Rider by its proper corporate officers. If the Lease and Rider are not
so accepted  within the twenty-day  period,  the offer of Lease from Landlord to
Tenant is automatically  withdrawn.  In the event the Tenant fails to tender the
first payment of Rent required  under this Lease upon the Landlord being able to
deliver possession of the Rental Space to Tenant,  then the Tenant shall have no
right to enter into  possession  of the Rental Space until such sums are paid in
full to Landlord.  In the event the Tenant fails to pay the aforesaid  sums upon
delivery of the Rental  Space for  possession  by Tenant and demand for the sums
from Tenant by the  Landlord,  then this Lease shall be deemed null and void and
the Landlord and Tenant shall have no further rights, each to the other.

37.   BINDING/GOVERNING LAW

      This Lease binds the  Landlord and the Tenant and all parties who lawfully
succeed to their rights or take their  places.  This Lease shall at all times be
governed by the laws of New Jersey.

38.   CAPTIONS AND INTERPRETATION

      The captions, section numbers, article numbers and index appearing in this
Lease in no way define,  limit, construe or describe the scope or intent of such
sections  or articles  of this  Lease.  The  language in all parts of this Lease
shall in all cases be construed as a whole  according to its fair  meaning,  and
not strictly for nor against  either  Landlord or Tenant,  and should a court be
called upon to interpret any provision  hereof, no weight shall be given to, nor
shall any  construction or  interpretation  be influenced by, any presumption of
preparation  of a Lease by Landlord or Tenant.  If any Term or provision of this
Lease or the  application  hereof to any person or  circumstance  shall,  to any
extent,  be  invalid or  unenforceable,  the  remainder  of this  Lease,  or the
application  of such Term or  provision to persons or  circumstances  other than
those as to which it is held  invalid or  unenforceable,  shall not be  affected
thereby,  and each  Term  and  provision  of this  Lease  shall be valid  and be
enforced to the fullest extent permitted by law.

39.   NOTICES

      All notices  given  under this Lease must be in  writing.  Each party must
accept and claim the notices given by the other.  Unless  otherwise  provided by
law, they may be given by (a)


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<PAGE>

personal  delivery,  or (b) certified mail,  return receipt  requested.  Notices
shall be addressed to the  Landlord at the address  written at the  beginning of
this  Lease and to the Tenant at the  Rental  Space and if  mailed,  the date of
mailing shall be the date notice is given.

40.   SURVIVAL

      If any  agreement  in this Lease is contrary to law, the rest of the Lease
shall remain in effect.

41.   FULL AGREEMENT

      The parties  have read this Lease.  It  contains  their full and  complete
agreement.  It may not be changed except in writings  signed by the Landlord and
the Tenant.

42.   BROKERS

      Tenant  represents and warrants to the Landlord that no broker  introduced
the property to the Tenant and the Tenant to the  Landlord.  The Landlord  shall
pay a commission  to no one. The Tenant  agrees to indemnify  and hold  Landlord
harmless  from any and all claims of other  brokers and  expenses in  connection
with the negotiation of or the entering into this Lease by Tenant.

WITNESS:                                CRL REALTY ASSOCIATES, LP

                                        By:   /s/ Robert Lindmark
------------------------------              ------------------------------------
                                            Robert Lindmark, President
For                                         CRL Realty Management, Inc., General
                                            Partner


ATTEST                                  TWO RIVER COMMUNITY BANK

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


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