Exhibit 10.14

                                 LEASE AGREEMENT

                                 BY AND BETWEEN

                              STAVOLA LEASING, LLC
                               656 SHREWSBURY AVE.
                                  TINTON FALLS

                                       AND

                            TWO RIVER COMMUNITY BANK

                                 APRIL   , 2000

<PAGE>

                                TABLE OF CONTENTS
                                -----------------

                      Demised Premises                                        1
Article One           Term                                                    1
Article Two           Payment Of Rent                                         2
Article Three         Repairs And Care                                        3
Article Four          Landlord's Responsibility For Repair & Care             4
Article Five          Glass, etc. Damage Repairs                              4
Article Six           Alternations, Improvements                              4
Article Seven         Signs                                                   5
Article Eight         Compliance With Laws                                    6
Article Nine          Liability Insurance                                     6
Article Ten           Assignment                                              7
Article Eleven        Restriction of Use                                      9
Article Twelve        Mortgage Priority                                       9
Article Thirteen      Condemnation, Eminent Domain                            10
Article Fourteen      Fire & Other Casualty                                   10
Article Fifteen       Reimbursement of Landlord                               11
Article Sixteen       Inspection & Repair                                     11
Article Seventeen     Right to Exhibit                                        12
Article Eighteen      Increase of Insurance Rates                             12
Article Nineteen      Removal of Tenant's Property                            13
Article Twenty        Remedies Upon Tenant's Default                          13
Article Twenty-One    Termination on Default                                  14
Article Twenty-Two    Non-Liability of Landlord                               15
Article Twenty-Three  Non-Waiver of Landlord                                  16
Article Twenty-Four   Non-Performance by Landlord                             16
Article Twenty-Five   Validity of Lease                                       16
Article Twenty-Six    Notices                                                 16
Article Twenty-Seven  Title & Quiet Enjoyment                                 17
Article Twenty-Eight  Entire Contract                                         17


                                        i
<PAGE>

Article Twenty-Nine   Mechanic's Liens                                        17
Article Thirty        Security                                                17
Article Thirty-One    Due Date for Payment                                    18
Article Thirty-Two    Habitual Late Payment Clause                            18
Article Thirty-Three  Non-Sufficient Funds Clause                             18
Article Thirty-Four   Late Fee                                                18
Article Thirty-Five   Application of Minimum Rent                             19
Article Thirty-Six    Interest                                                19
Article Thirty-Seven  Attorney's Fees                                         19
Article Thirty-Eight  Refuse Removal                                          19
Article Thirty-Nine   Operating Expenses (CAM Charges)                        20
Article Forty         H.V.A.C.                                                20
Article Forty-One     Holdover                                                20
Article Forty-Two     Parking of Business Use Vehicles                        21
Article Forty-Three   Liability                                               21
Article Forty-Four    Surrender of Premises                                   21
Article Forty-Five    Tenant's Compliance With Environmental, Health and
                      Safety Requirements                                     21
Article Forty-Six     Conformity with Laws & Regulations                      24
Article Forty-Seven   Waiver of Trial by Jury                                 24
Article Forty-Eight   Estoppel Certificate                                    24
Article Forty-Nine    General Provisions                                      25
Article Fifty         Broker                                                  26
Signatures                                                                    26

                                       ii

<PAGE>

                                      LEASE
                                      -----

            THIS LEASE, dated this -- day of April, 2000, by and between STAVOLA
LEASING,  LLC, a New Jersey limited liability  company,  having an office at 175
Drift Road, Tinton Falls, New Jersey,  07724,  (mailing address,  P.O. Box #482,
Red Bank, New Jersey  07701),  hereinafter  referred to as  "Landlord",  and TWO
RIVER COMMUNITY BANK, a New Jersey banking  corporation,  with office located at
1250 Highway 35 South,  Middletown,  New Jersey 07748 hereinafter referred to as
"Tenant".

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

                                DEMISED PREMISES

            In consideration of the rents and covenants herein set forth herein,
Landlord  hereby leases to Tenant,  and Tenant hereby rents from  Landlord,  the
premises containing  approximately 3650 square feet, actual square footage to be
determined  located at the 656 Shrewsbury  Avenue,  Tinton Falls, New Jersey, as
depicted  on  Schedule A  (hereinafter  called  "Leased  Premises"  or  "Demised
Premises")  and other  improvements  thereon,  hereinafter  collectively  called
"Building".  This Lease shall be for the Term set forth below and subject to the
terms and conditions set forth in this Lease and the Schedules attached hereto.

            It is understood and agreed that the architectural design, aesthetic
appeal and use of the Building is and shall remain always in the sole control of
Landlord.  Notwithstanding  anything to the contrary contained herein,  Landlord
does hereby  reserve the right from time to time or at any time to make  changes
and additions,  without  restrictions,  to the Building,  improvements  or other
areas,  including  without  limitation,  eliminating  land,  adding other lands,
decreasing  or changing the  Building,  except the Demised  Premises,  which are
deemed desirable by Landlord,  and the making of such changes or additions shall
not  invalidate or affect this Lease or any rights  hereunder nor  constitute an
eviction  of Tenant or a breach  of this  Lease,  nor give rise to any claim for
damages.

                                   ARTICLE ONE
                                      TERM

            The  Term of  this  Lease  shall  commence  August  1,  2000  ("Term
Commencement  Date") and, except as may otherwise be provided  herein,  the Term
shall expire at the end of ten (10) years from the Term  Commencement  Date. The
Demised  Premises  shall be used and occupied only for and for no other purposes
than a retail  bank and bank  administrative  offices  to  conduct  any  banking
activities permitted under the laws of the State of New Jersey and any other use
is a violation of this  restriction.  Rent shall commence  thirty (30) days from
the Term Commencement Date (Rent Commencement  Date).  Landlord and Tenant agree
to execute a writing  setting forth the Term  Commencement  Date, the Expiration
Date and Rent Commencement Date.


                                       1
<PAGE>

                                   ARTICLE TWO
                                 PAYMENT OF RENT

            2.01  Minimum  Rent.  Tenant  covenants  to pay to Landlord  without
notice, demand, setoff, deduction or abatement at Landlord's address first above
set forth,  or at such other place as may  hereafter be designated in writing by
Landlord,  on the days  and in the  manner  herein  prescribed  for the  payment
thereof, guaranteed minimum rent and additional rent for the Demised Premises as
set forth in this Article.

            Tenant  covenants  to pay a fixed  guaranteed  minimum  annual rent,
herein called "Minimum Rent", as follows:

            YEAR 1:    $26.00/SF        $94,900.00/YEAR     $7,908.33/MONTH
            YEAR 2:    $27.04/SF        $98,700.00/YEAR     $8,225.00/MONTH
            YEAR 3:    $28.12/SF        $102,638.00/YEAR    $8,553.17/MONTH
            YEAR 4:    $29.24/SF        $106,725.00/YEAR    $8,893.75/MONTH
            YEAR 5:    $30.41/SF        $111,000.00/YEAR    $9,250.00/MONTH
            YEAR 6:    $31.68/SF        $115,440.00/YEAR    $9,620.00/MONTH
            YEAR 7:    $32.90/SF        $120,084.00/YEAR    $10,007.00/MONTH
            YEAR 8:    $34.22/SF        $125,000.00/YEAR    $10,416.67/MONTH
            YEAR 9:    $35.59/SF        $129,900.00/YEAR    $10,825.00/MONTH
            YEAR 10:   $37.00/SF        $135,050.04/YEAR    $11,254.17/MONTH

The Minimum Rent shall be payable in the monthly amounts in advance on the first
day of each month throughout the Term of this Lease,  however, the first month's
Minimum Rent shall be payable in advance upon  execution of this Lease,  and the
second  month's  Minimum  Rent  payable in advance on the first day of the month
following the Term Commencement Date. The Minimum Rent for a period of less than
one calendar month shall be prorated.

            2.02  Additional  Rent.  In addition to the Minimum Rent  stipulated
herein,  Tenant  covenants  and agrees to pay to  Landlord as  additional  rent,
hereafter  "Additional  Rent", all other sums and charges which are, pursuant to
the terms of this Lease, to be paid as Additional Rent by the Tenant.  Except as
otherwise  provided in this Lease,  Additional  Rent shall be due and payable on
the first day of the month following the date on which Tenant is given notice of
Additional Rent due.

            2.03 Late Payment. In the event Tenant shall fail to pay any part of
Minimum Rent and/or  Additional  Rent when due in accordance  with terms of this
Lease,  and such default  shall  continue  for 10 days then,  in addition to the
Landlord's  rights as  contained  in Article 20,  interest  shall at  Landlord's
option  accrue  thereon at the rate of fifteen  (15%) percent per annum from the
tenth day after the due date to the date of payment.

            2.04  Option  to  Extend  Term.  So long as  Tenant  has not been in
default  during the Term of this Lease or any  previous  option  period,  Tenant
shall  have the  option to renew  the  within  Lease for two (2),  five (5) year
periods.  The First Option Period shall commence the day after the expiration of
the original Lease Term and end five years thereafter.  The Second Option Period
shall  commence the day after the  expiration of the First Option Period and end
five (5) years  thereafter.  Tenant covenants to pay a fixed guaranteed  Minimum
Rent for the First and Second Option Periods as follows:


                                       2
<PAGE>

      FIRST, FIVE (5) YEAR OPTION

      YEAR 11:    $38.48/SF         $140,448.00/YEAR    $11,704.00/MONTH
      YEAR 12:    $40.02/SF         $146,073.00/YEAR    $12,172.75/MONTH
      YEAR 13:    $41.62/SF         $151,920.00/YEAR    $12,660.00/MONTH
      YEAR 14:    $43.28/SF         $157,980.00/YEAR    $13,165,00/MONTH
      YEAR 15:    $45.00/SF         $164,250.00/YEAR    $13,687.50/MONTH

      SECOND, FIVE (5) YEAR OPTION

      YEAR 16     $46.80/SF         $170,820.00/YEAR    $14,235.00/MONTH
      YEAR 17     $48.67/SF         $177,648.00/YEAR    $14,804.00/MONTH
      YEAR 18:    $50.62/SF         $184,764.00/YEAR    $15,397.00/MONTH
      YEAR 19:    $52.64/SF         $192,132.00/YEAR    $16,011.00/MONTH
      YEAR 20:    $54.75 SF         $199,821.00/YEAR    $16,651.80/MONTH

Tenant must exercise each renewal option in writing,  by certified mail,  return
receipt  requested,  to  Landlord,  no later than one hundred  eighty (180) days
prior to the  expiration  date of original  Lease Term or prior renewal term, as
applicable.  Time is "of the essence" with respect to the exercising all renewal
options.

            2.05  Utilities.  Tenant shall pay when due all the rents or charges
for all  utilities  used by the Tenant,  which are or may be assessed or imposed
upon the Leased Premises,  or which are or may be charged to the Landlord by the
suppliers thereof during the Term hereof, and if not paid, such rents or charges
shall be added to and become payable as Additional  Rent with the installment of
rent next due or within thirty (30) days of demand  therefor,  whichever  occurs
sooner. If separately metered, Tenant shall register all utility accounts in its
own name.

                                  ARTICLE THREE
                                REPAIRS AND CARE

            Tenant has  examined  the Leased  Premises and has entered into this
Lease without any representation on the part of the Landlord as to the condition
thereof.  Landlord  shall  deliver  Leased  Premises to Tenant in "as-is"  clean
condition,  with all walls,  partitions,  lighting  and other fit up,  excluding
existing bank counters and bank  equipment.  Landlord shall make every effort to
provide  the bank  vault  that is  currently  located  in the  Leased  Premises,
provided  however,  in the event that the bank vault is  removed,  Landlord  and
Tenant shall adjust the Minimum Rent to provide for the cost of a suitable vault
of the same standard and  specification  as the existing vault. The Tenant shall
take good care of the Leased  Premises  and shall,  at the Tenant's own cost and
expense, make all repairs, including painting and decorating, and shall maintain
the Leased  Premises in good  condition  and state of repair,  and at the end or
other  expiration of the Term hereof,  shall deliver the Leased Premises in good
order and condition,  wear and tear from a reasonable use thereof, and damage by
the elements not  resulting  from the neglect or fault of the Tenant,  excepted.
The Tenant shall neither encumber nor obstruct the sidewalks,  driveways, yards,
entrances,  hallways and stairs, but shall keep and maintain the same in a clean
condition, free from debris, trash, refuse, snow and ice.


                                       3
<PAGE>

                                  ARTICLE FOUR
                   LANDLORD'S RESPONSIBILITY FOR REPAIR & CARE

            Tenant  stipulates  and agrees  that the only duty of  Landlord  for
repair  and care of the  Leased  Premises  is the duty to  repair,  care for and
maintain the structural  elements of the Building  housing the Leased  Premises.
Interior and exterior doors provide access to or through the Leased Premises are
non-structural elements and any and all damage to such doors, no matter what the
cause may be, shall be the repair, replacement and maintenance responsibility of
the Tenant.  Landlord  shall maintain all other doors in the Common Areas of the
Building.  Tenant is advised to protect all non-structural  elements with proper
insurance.  Any and all requests to Landlord from Tenant for repair must be sent
to Landlord by certified mail.

                                  ARTICLE FIVE
                           GLASS, ETC. DAMAGE REPAIRS

            In case of the  destruction  of, or any  damage to, the glass in the
Leased  Premises,  or the  destruction  or damage of any kind  whatsoever to the
Leased  Premises,  the Tenant shall repair the said damage or replace or restore
any  destroyed  parts of the Leased  Premises,  as speedily as possible,  at the
Tenant's own cost and expense.

                                   ARTICLE SIX
                            ALTERATIONS, IMPROVEMENTS

            6.01 Tenant shall make no alterations,  decorations,  installations,
additions or improvements  (hereinafter  "Tenant  Changes") in or to the Demised
Premises  without  in each  instance  obtaining  the  Landlord's  prior  written
consent,  and then  only by  contractors  or  mechanics  subject  to  Landlord's
approval,  which shall not be  unreasonably  withheld  and in  conformance  with
detailed  plans and  specifications  previously  submitted  to the  Landlord and
subject to the Landlord's  prior written  approval.  All Tenant Changes shall be
done at  Tenant's  sole cost and expense and at such times and in such manner as
Landlord may from time to time  designate.  All Tenant  Changes upon the Demised
Premises,  made by either party (excepting only Tenant's movable trade fixtures)
shall,  unless Landlord shall elect otherwise (which election may be made at any
time  prior to  expiration  or other  termination  of this  Lease),  become  the
property of Landlord,  and shall  remain  upon,  and be  surrendered  with,  the
Demised Premises as a part thereof at the end of the Term. In the event Landlord
shall elect  otherwise as to any Tenant Changes upon the Demised  Premises,  the
same shall be removed by Tenant and Tenant shall restore the Demised Premises to
the condition existing immediately prior to such Tenant Changes and such removal
and restoration shall be at Tenant's own cost and expense,  which covenant shall
survive the termination of this Lease.

            6.02 Tenant  agrees that any Tenant  Changes shall be done in a good
and workmanlike manner, in conformity with the plans and specifications approved
by Landlord,  and shall comply with all laws,  ordinances and regulations of all
public authorities having  jurisdiction over the Tenant Changes.  All salvage in
connection therewith shall be properly disposed of by the Tenant.

            6.03 Tenant agrees that it will also procure all  necessary  permits
before making any Tenant Changes.  Landlord agrees that, without cost or expense
to Landlord,  it will cooperate


                                       4
<PAGE>

with Tenant in obtaining such permits.  Tenant agrees to pay when due the entire
cost of any work done by or for Tenant  upon the  Demised  Premises  so that the
Demised  Premises  shall at all times be free of liens  for labor or  materials.
Tenant agrees to require all  contractors  and  materialmen to waive any and all
rights they may have to any mechanics  notices of intention and mechanics liens.
Tenant also agrees to  indemnify  and save  Landlord  harmless  from any and all
liens,  and any and all  injury,  loss,  claims,  or  damages  to any  person or
property occasioned by or in connection with any Tenant Changes.

            6.04 Prior to the  commencement  of any Tenant  Changes that involve
any  structural  elements  of  the  Demised  Premises,  Tenant  shall  also,  if
requested,  furnish  and  deliver to the  Landlord,  at  Tenant's  sole cost and
expense,  performance and payment bonds from a recognized  surety licensed to do
business in the State of New Jersey for the  performance and payment of Tenant's
Changes.  Such  bonds are  subject  to the  Landlord's  approval  as to form and
amount.  Tenant  shall not be  required to post bonds for  nonstructural  Tenant
Changes.

            6.05 All Tenant  Changes shall be performed in such manner as not to
interfere  with the  occupancy  of any other tenant in the Building nor delay or
impose any additional expense upon Landlord in the construction,  maintenance or
operation of the Building. Throughout the performance of Tenant Changes, Tenant,
at its  expense,  shall  carry  or  cause to be  carried,  and duly  maintained,
worker's compensation and employers liability insurance in statutory limits, and
general  public  liability  insurance  insuring the Landlord  against any an all
liability or claims of liability  arising out of the  performance  of the Tenant
Changes,  occasioned by or resulting  from any accident or otherwise in or about
the Leased  Premises  for  injuries to any person or persons for limits not less
than  $1,000,000.00 for injuries to one person and $3,000,000.00 for injuries to
more than one person, in any one accident or occurrence,  and for loss or damage
to the  property  of any  persons,  for not  less  than  $1,000,000.00,  for any
occurrence in or about the Building,  on which Landlord and its managing  agent,
if any, shall be named as parties insured, with insurers reasonably satisfactory
to  Landlord.  Tenant shall  furnish  Landlord  with  evidence  satisfactory  to
Landlord  that such  insurance is in effect  before the  commencement  of Tenant
Changes  and,  on  request,  at  reasonable   intervals  thereafter  during  the
construction of Tenant's Changes.

                                  ARTICLE SEVEN
                                      SIGNS

            Tenant shall not place nor allow to be placed any  flashing  lights,
sound devices,  advertisements or signs of any kind whatsoever upon, in or about
the Leased  Premises or any part thereof,  except for a design and structure and
in or at such  places  as may be  indicated  and  consented  to by  Landlord  in
writing.  In the  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 Leased
Premises,  or any part thereof,  they may be so removed.  Any signs permitted by
the Landlord shall, at all times, conform with all municipal ordinances or other
laws and regulations applicable thereto. Tenant recognizes and stipulates that a
violation of this covenant is a material and substantial breach of the terms and
grounds for termination and eviction,  for which Landlord may institute  summary
dispossess  action in a court of competent  jurisdiction.  Tenant shall have the
right to seek


                                       5
<PAGE>

approval  of a time  and  temperature  sign to be  placed  at a  location  to be
approved by Landlord.  Tenant shall secure all necessary  governmental approvals
for such signage.

            If  Tenant's  sign is in  undesirable  condition  and/or  disrepair,
Landlord may require  Tenant to  repair/replace  sign  immediately  upon written
notice from  Landlord,  which  notice will state the  conditions  found to be in
disrepair.  If Tenant does not repair or replace such sign,  Landlord may remove
sign at Tenant's expense.

                                  ARTICLE EIGHT
                              COMPLIANCE WITH LAWS

            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 Demised  Premises,  their use and
occupancy, the correction,  prevention and abatement or nuisances, violations or
other  grievances  in, upon or connected with the Demised  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 Demised  Premises and its contents,  for the
prevention of fire or other casualty, damage or injury, at the Tenant's own cost
and expense.

                                  ARTICLE NINE
                               LIABILITY INSURANCE

            9.01  Tenant,  at Tenant's  own cost and  expense,  shall  obtain or
provide and keep in full force for the benefit of the Landlord,  during the Term
hereof, general public liability insurance insuring the Landlord against any and
all liability or claims of liability  arising out of, occasioned by or resulting
from any accident or  otherwise in or about the Leased  Premises for injuries to
any person or persons for limits not less than $1,000,000.00 for injuries to one
person  and  $3,000,000.00  for  injuries  to more than one  person,  in any one
accident or  occurrence,  and for loss or damage to the property of any persons,
for not less than $1,000,000.00. The policy or policies of insurance shall be of
a company or  companies  authorized  to do  business  in New Jersey and shall be
delivered to the Landlord, together with evidence of the payment of the premiums
therefor,  not less than  fifteen  days  prior to the  commencement  of the Term
hereof or of the date when the Tenant  shall  enter into  possession,  whichever
occurs sooner.  At least thirty (30) days prior to the expiration or termination
date of any policy,  the Tenant shall  deliver a renewal or  replacement  policy
with proof of the payment of the premium therefor. The Tenant also agrees to and
shall save,  hold and keep harmless and indemnify  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 the  property  or  injuries  to persons
occasioned  wholly or in part by or resulting  from any acts or omissions by the
Tenant  or  the  Tenant's  agents,  employees,   guests,  licensees,   invitees,
subtenants,  assignees  or  successors,  or for any cause or  reason  whatsoever
arising  out of or by reason of the  occupancy  by the Tenant and the conduct of
Tenant's business.

            In the event that at any time during the Term or any Renewal Term of
this Lease,  Landlord  shall be advised by its  insurance  representatives  that
increases in one or more insurance


                                       6
<PAGE>

coverages   are   reasonably   necessary  to  comply  with   insurance   company
recommendations,  Tenant shall  secure such  increases in coverage to the extent
that such coverages are available.

            9.02 All of the aforesaid insurance and any other insurance policies
of the Tenant  shall be  considered  primary  insurance,  and except for workers
compensation,  shall  be  issued  in the name of  Tenant  and  Landlord  and any
designees and/or mortgagees of Landlord,  as additional  insureds,  and shall be
written by one or more qualified,  licensed insurance companies  satisfactory to
Landlord and in form  satisfactory  to  Landlord,  which  approval  shall not be
unreasonably  withheld;  all such insurance policies shall contain  endorsements
providing for at least thirty (30) days prior written  notice to Landlord of any
material change in or cancellation of such policy or coverage.

            9.03 Tenant shall be solely  responsible for payment of premiums and
Landlord  (or its  designee)  shall not be  required to pay any premium for such
insurance.  Tenant shall  deliver to Landlord at least thirty (30) days prior to
the  time  such  insurance  is first  required  to be  carried  by  Tenant,  and
thereafter at least forty-five (45) days prior to the expiration of such policy,
either a duplicate  original or  certificate  of insurance  and true copy of all
policies procured by Tenant in compliance with obligations  hereunder,  together
with satisfactory evidence of the payment of the premiums therefor, it being the
intention  of the parties  hereto that the  insurance  required  under the terms
hereof shall be continuous during the entire term of this lease and renewal,  if
any,  and any other  period of time during  which,  pursuant to the term hereof,
said insurance is required.

            9.04  With  respect  to  the  Demised  Premises  and  the  contents,
improvements,  and  betterments  therein,  Landlord  shall not be liable for any
damage  by fire or  other  peril  includable  in the  coverage  afforded  by the
standard form of all risk property  coverage  insurance  policy  (whether or not
such coverage is in effect),  no matter how caused, it being understood that the
Tenant will look solely to Tenant's insurer for reimbursement.

            9.05 If as a result of the  failure  of  Tenant  to comply  with the
foregoing  provisions,  Landlord  is  adjudged  a  co-insurer  by its  insurance
carrier,  then any loss or damage Landlord shall sustain by reason thereof shall
be borne by  Tenant  and shall be  immediately  paid by  Tenant  upon  demand as
Additional Rent.

                                   ARTICLE TEN
                                   ASSIGNMENT

            10.01 Tenant shall not assign, mortgage, hypothecate,  pledge, or in
any manner,  transfer this Lease or any estate or interest  hereunder whether by
operation of law or otherwise  (collectively  "assign") and shall not sublet the
Demised  Premises or any part or parts thereof  ("sublet")  without the previous
written consent of Landlord in each instance.  If Tenant violates the provisions
of this Article 10,  Landlord may, in addition to any remedies it has under this
Lease, accept from any assignee, licensee, concessionaire or anyone who claims a
right to any part of the  interest  of Tenant  under  this  Lease  (collectively
"assignee"),  or  anyone  who  occupies  any part or the  whole  of the  Demised
Premises  ("sublessee"),  the payment of Minimum Rent and Additional Rent and/or
the performance of any of the other  obligations of Tenant under this Lease, but
acceptance  shall  not be deemed to be a waiver  by  Landlord  of the  breach by
Tenant of the  provisions of this Article 10, nor a recognition by Landlord that
any such assignee or


                                       7
<PAGE>

sublessee  has  succeeded  to the rights of Tenant  hereunder,  nor a release by
Landlord  of Tenant  from  further  performance  by Tenant of the  covenants  on
Tenant's part to be performed under this Lease; provided,  however, that the net
amount of rent actually  collected from any such assignee or sublessee  shall be
applied by Landlord to the rent to be paid hereunder. Any consent by Landlord to
any such assignment, transfer, mortgage license or concession or other matter or
thing  contained in this Article 10  (collectively  "assignment")  or subletting
shall not in any way be construed  to relieve  Tenant from  obtaining  the prior
written consent of Landlord to any other or future assignment or subletting.

            10.02 In the event of a merger or  consolidation,  or if at any time
during  the Term of this  Lease,  (i) if the Tenant is a  corporation  and there
shall occur any change in the  ownership  of, or power to vote,  the majority of
the outstanding  capital stock of Tenant, or (ii) if the Tenant is a partnership
and/or joint venture and the partners and/or joint venturers, owners, or members
of any such partnership  and/or joint venture change in any manner, the Landlord
shall  thereafter  have the right,  at its option,  to  terminate  this Lease by
notice to Tenant.  If such option is exercised,  the Term of this Lease shall in
no event be  earlier  than the end of the  calendar  month in which  occurs  the
thirtieth  (30th) day after the giving of such  notice.  In any such event,  the
collection of rent and/or  acceptance by Landlord of the  performance  of any of
the obligations of Tenant under this Lease shall not be deemed to be a waiver by
Landlord of any of its rights under the provisions of this Section  10.02.  This
Section  10.02 shall not be applicable  to any  corporation  in which all of the
outstanding  voting  stock is, on the date of this  Lease,  listed on a national
securities  exchange  (as defined in the  Securities  Exchange  Act of 1934,  as
amended),  or if sixty percent (60%) or more of the  outstanding  shares of such
voting stock is on such date owned by any fifty (50) or more shareholders.

            10.03  If  Landlord   consents  in  writing  to  an   assignment  or
subletting,  then such consent to an  assignment  or  subletting  shall  (unless
expressed  clearly to the contrary in said consent) be deemed  conditioned  upon
Tenant's further compliance with the following provisions:

            (a) At Landlord's  option, the assignment and/or subletting must be,
respectively,  of all of Tenant's  leasehold  interest and of the entire Demised
Premises and, in the case of assignment, shall also transfer to the assignee all
of the  Tenant's  rights in,  and  interest  under,  this  Lease  including  the
security, if any, deposited hereunder. However,  notwithstanding anything to the
contrary in this Lease,  Tenant,  and the  guarantor,  if any, shall continue to
remain liable,  jointly and  severally,  with any such assignee or subtenant for
all of the obligations of "Tenant" under this Lease.

            (b) At the time of such  assignment  and/or  subletting,  this Lease
must be in full force and effect without any breach or default thereunder on the
part of the Tenant.

            (c) The assignee or sublessee  shall assume,  by written  recordable
instrument, in form and content satisfactory to Landlord, the due performance of
all of Tenant's obligations under this Lease,  including any accrued obligations
at the time of the assignment or subletting.

            (d) A copy of the assignment or sublease and the original assumption
agreement (both in form and content satisfactory to the Landlord) fully executed
and acknowledged by the assignee and/or sublessee together with a certified copy
of properly executed corporate resolutions authorizing such documents,  shall be
delivered to the Landlord  within five (5) days from the effective  date of such
assignment or subletting.


                                       8
<PAGE>

            (e) Any permitted  sublease or assignment  shall be on similar terms
as this Lease insofar as compliance with laws and regulations and permitted uses
are concerned.

            (f) Tenant shall reimburse Landlord's reasonable attorney's fees for
examination  of and/or  preparation  of any  documents in  connection  with such
assignment and/or subletting.

            (g) Landlord may, as a condition of consenting to any  assignment or
subletting,  require  Tenant and any  assignee or  sublessee of Tenant to pay to
Landlord  as  Additional  Rent any and all  consideration  payable  to Tenant in
excess of the Minimum  Rent  required  hereunder  for the area  involved for any
assignment or subletting,  as and when such consideration is payable pursuant to
the assignment or sublease.  Said  consideration  to be computed on the basis of
average  square foot rent for the gross  square  footage  Tenant has assigned or
sublet.

            If this Lease is  assigned  or if the  Demised  Premises or any part
thereof be subleased or occupied by anybody  other than Tenant,  whether with or
without Landlord's consent,  Landlord may collect from the assignee,  sublessee,
occupant,  licensee or  concessionaire,  any rental or other charges  payable by
Tenant under this Lease,  and apply the amount collected to the rental and other
charges herein reserved,  but such collection by Landlord shall not be deemed an
acceptance of the assignee,  sublessee,  occupant, licensee or concessionaire as
tenant nor a release of Tenant from the performance by Tenant of this Lease.

                                 ARTICLE ELEVEN
                               RESTRICTION OF USE

            The Tenant  shall not occupy or use the Leased  Premises or any part
thereof,  nor permit or suffer the same to be occupied or used for any  purposes
other than as herein limited, nor for any purpose deemed unlawful, disreputable,
or extra hazardous, on account of fire or other casualty.

                                 ARTICLE TWELVE
                                MORTGAGE PRIORITY

            This  Lease  shall not be a lien  against  the  Leased  Premises  in
respect to any first  mortgage  that may  hereafter  be placed  upon said Leased
Premises.  The recording of such mortgage  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.  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.


                                       9
<PAGE>

                                ARTICLE THIRTEEN
                          CONDEMNATION, EMINENT DOMAIN

            If the land and  premises  leased  herein  or of  which  the  Leased
Premises are a part or any portion thereof,  shall be taken under eminent domain
or condemnation proceedings,  or if suit or other action shall be instituted for
the taking or  condemnation  thereof,  or if in lieu of any formal  condemnation
proceedings  or actions,  the Landlord  shall grant an option to purchase and or
shall sell and convey said premises or any portion thereof,  to the governmental
or other public authority,  agency, body or public utility, seeking to take said
land and premises or any portion thereof,  then this Lease, at the option of the
Landlord,  shall terminate, and the Term hereof shall end as of such date as the
Landlord  shall fix by notice in writing  and the Tenant  shall have no claim or
right to claim or be entitled to any portion of any amount  which may be awarded
as damages or paid as the result of such condemnation proceedings or paid as the
purchase  price  for  such  option,   sale  or  conveyance  in  lieu  of  formal
condemnation  proceedings  and all rights of the Tenant to damages,  if any, are
hereby  assigned to the  Landlord.  The Tenant agrees to execute and deliver any
instruments  at the  expense  of the  Landlord,  as may be deemed  necessary  or
required to expedite  any  condemnation  proceedings  or to  effectuate a proper
transfer of title to such governmental or other public authority,  agency,  body
or public utility  seeking to take or acquire the said lands and premises or any
portion  thereof the Tenant  covenants  and agrees to vacate the said  premises,
remove all the Tenant's  personal  property  therefrom  and deliver up peaceable
possession  thereof to the  Landlord  or to such other party  designated  by the
Landlord in the aforementioned  notice. Failure of the Tenant to comply with any
provisions in this Article 13 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 FOURTEEN
                              FIRE & OTHER CASUALTY

            In the event of fire or other casualty,  Tenant shall give immediate
notice thereof to Landlord.

            In the event that the fire or other casualty and damage shall be the
result of the  carelessness,  negligence  or  improper  conduct  of  Tenant,  or
Tenant's agents, employees, guests, licensees, invitees,  subtenants,  assignees
or successors; Tenant's liability for the payment of rent and the performance of
all other  covenants,  conditions  and  terms to be  performed  by Tenant  shall
continue;  and  Tenant  shall be  liable to  Landlord  for the  damage  and loss
suffered by Landlord;  If the Demised Premises are only partially  damaged,  but
remain  tenantable,  so that  Tenant can  reasonably  continue  its  operations,
Landlord shall repair the damage as rapidly as practicable.

            In the event that the fire or other casualty and damage shall result
from a cause other than that  specified  above and if the Demised  Premises  are
only partially  damaged,  but remain  tenantable,  so that Tenant can reasonably
continue  its  operations,  Landlord  shall  repair  the  damage as  rapidly  as
practicable.  Tenant's  obligation  to pay the rent shall not cease but shall be
pro-rated as to Tenant's usable portion of the Demised Premises, until such time
as Landlord restores the damaged portion of the Demised Premises to its original
condition. At that time, Tenant shall resume payment of the full rent.


                                       10
<PAGE>

            In the  event  that the  Demised  Premises  are so  extensively  and
substantially damaged as to render them untenantable,  then the rent shall cease
until such time as the Demised  Premises  shall be made  tenantable by Landlord.
However,  if the Demised  Premises  are  totally  destroyed,  or, in  Landlord's
opinion,  so damaged as to require  practically a rebuilding  thereof,  then the
rent shall be paid up to the time of such  destruction and from thenceforth this
Lease shall terminate.

            In every case, if Tenant was insured against any of the risks herein
described, then the proceeds of such insurance shall be paid over to Landlord to
the  extent  of  Landlord's  actual  costs  and  expenses  to make  the  repairs
hereunder,  and such insurance  carriers shall have no recourse against Landlord
for reimbursement.

                                 ARTICLE FIFTEEN
                            REIMBURSEMENT OF LANDLORD

            In the event that the Tenant shall fail or refuse to comply with and
perform any of the conditions  and covenants of the Lease,  the Landlord may, if
the Landlord so elects,  carry out and perform such  conditions and covenants at
the cost and  expense  of the  Tenant,  and the said cost and  expense  shall be
payable  on  demand,  or at the  option of the  Landlord,  shall be added to the
installment of Minimum 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  Additional  Rent.  This  remedy  shall be in  addition to such other
remedies  as the  Landlord  may have  hereunder  by reason of the  breach by the
Tenant of any of the covenants and conditions in this Lease contained.

                                 ARTICLE SIXTEEN
                              INSPECTION AND REPAIR

            Landlord,   by  its  duly  authorized  employees  and  agents,  upon
reasonable  notice and  accompanied  by a Tenant  employee may enter the Demised
Premises at reasonable hours (i) to inspect the same, (ii) to determine  whether
Tenant is  complying  with all its  obligations  hereunder,  (iii) to supply any
other  service  to be  provided  by  Landlord  to  Tenant  under  the  terms and
conditions of this Lease, (iv) to make repairs to any adjoining space or utility
services,  or to make repairs,  alterations or improvements to any other portion
of the Shopping Center and (v) to perform any work therein that may be necessary
to  comply  with  any  laws,  statutes,  ordinances,   regulations,   orders  or
requirements  of any  governmental  authorities  having  jurisdiction  over  the
Demised Premises,  or to prevent waste or deterioration of the Demised Premises;
provided,  however,  that all such work shall be done as promptly as  reasonably
possible  and so as to cause as little  interference  to  Tenant  as  reasonably
possible. Landlord may, during the progress of any work in the Demised Premises,
keep and store upon the Demised  Premises,  all necessary  materials,  tools and
equipment  required for said work.  Landlord shall have the right to use any and
all means which  Landlord  may deem proper to open said doors in an emergency in
order to obtain  entry to the  Demised  Premises,  and any entry to the  Demised
Premises  obtained by Landlord by any of said means or otherwise shall not under
any  circumstances  be construed or deemed to be forcible or unlawful entry into
or a detainer of the Demised  Premises or any portion  thereof.  Notwithstanding
anything  contained in this Article 16,  Landlord shall not be


                                       11
<PAGE>

required  to  incur  overtime  or  additional   expense  in  order  to  minimize
interference with Tenant's use and occupancy of the Demised Premises.

                                ARTICLE SEVENTEEN
                                RIGHT TO EXHIBIT

            The Tenant agrees to permit the Landlord and the Landlord's  agents,
employees  or other  representatives  to show the  Demised  Premises  to persons
wishing to rent or purchase same, and Tenant agrees that on or after one hundred
twenty  (120)  days next  preceding  the  expiration  of the Term or any  option
period,   the   Landlord  or  the   Landlord's   agents,   employees   or  other
representatives  shall  have  the  right to place  notices  on the  front of the
Demised Premises or any part thereof,  offering the Demised Premises for rent or
for sale and the  Tenant  hereby  agrees  to permit  the same to remain  thereon
without hindrance or molestation.

                                ARTICLE EIGHTEEN
                           INCREASE OF INSURANCE RATES

            Increases in Fire Insurance Premiums  Attributable to Tenant. Tenant
shall not keep,  use, sell or offer for sale in or upon the Premises any article
which may be prohibited by the standard form of fire  insurance  policy.  Tenant
agrees to pay one hundred  percent  (100%) of any  increase in premiums for fire
and  extended  coverage  insurance  that may be  charged  during the Term on the
amount  of such  insurance  which  may be  carried  by  Landlord  on  Landlord's
Building, resulting from the type of merchandise sold by Tenant in the Premises,
whether or not  Landlord  has  consented  to the same.  In  determining  whether
increased  premiums are the result of Tenant's use of the Premises,  a schedule,
issued by the  organization  making the insurance rate on the Premises,  showing
the various components of such rate, shall be conclusive evidence of the several
items and charges which make up the fire insurance rate on the premises.

            In the event Tenant's  occupancy  causes any increase of premium for
the fire,  and/or  casualty rates on Landlord's  Building,  Tenant shall pay the
additional  premium on the fire  and/or  casualty  insurance  policies by reason
thereof. The Tenant also shall pay, in such event, any additional premium on the
rent  insurance  policy that may be carried by the Landlord  for its  protection
against rent loss through  fire.  Bills for such  additional  premiums  shall be
rendered by Landlord to Tenant at such times as Landlord may elect, and shall be
due from, and payable by, Tenant when rendered,  and the amount thereof shall be
deemed to be, and be paid as, Additional Rent.

                                ARTICLE NINETEEN
                          REMOVAL OF TENANT'S PROPERTY

            Any equipment,  fixtures, goods or other property of the Tenant, not
removed by the Tenant  upon  termination  of this Lease,  or upon any  quitting,
vacating or  abandonment  of the  premises by the Tenant,  or upon the  Tenant's
eviction,  shall be  considered  as abandoned  and the  Landlord  shall have the
right,  without any notice to the Tenant,  to sell or  otherwise  dispose of the
same, at the expense of the Tenant,  and shall not be  accountable to the Tenant
for any part of the proceeds of such sale, if any.


                                       12
<PAGE>

            ARTICLE TWENTY REMEDIES UPON TENANT'S DEFAULT

            20.01 Tenant shall,  without any previous  demand  therefor,  pay to
Landlord  the Minimum  Rent and  Additional  Rent at the times and in the manner
herein provided.

In the event:

            (a) of default after fifteen (15) days written notice in the payment
            of said  rents  or of any  installment  or part  thereof,  or in the
            payment  of any other sum or any part  thereof  which may become due
            from  Tenant to Landlord  hereunder,  at the times and in the manner
            provided herein, or

            (b) the Demised Premises shall be deserted, abandoned or vacated, or

            (c) of the violation by Tenant of any of the  covenants,  agreements
            and  conditions   herein  provided  or  of  any  of  the  Rules  and
            Regulations  now or  hereafter  established  by  Landlord,  and  the
            failure to cure such violation  within thirty (30) days after notice
            in writing of such violation by Landlord to Tenant;

then upon the happening of any such event, Landlord may, at its option, elect to
terminate  this Lease  and/or  enter the  Demised  Premises,  either by force or
otherwise,  without being liable for any  prosecution  or damage  therefor,  and
relet the Demised  Premises,  and receive the rent therefor,  upon such terms as
shall be  satisfactory  to Landlord,  and all rights of Tenant to repossess  the
Demised  Premises under this Lease shall cease and end upon such  termination or
entry.  Such termination or entry for reletting by Landlord shall not operate to
release Tenant from any Additional  Rent to be paid or covenants to be performed
hereunder  during the full term of this  Lease.  For the  purpose of  reletting,
Landlord  shall be authorized to make such repairs or  alterations  in or to the
Demised  Premises  as may be  necessary  to  place  the same in good  order  and
condition.  Tenant shall be liable for and hereby  agrees to pay to Landlord the
cost of such repairs or alterations and all expenses of such  reletting.  If the
sum realized or to be realized from the reletting is insufficient to satisfy the
rent provided in this Lease,  Landlord,  at its option may require Tenant to pay
such deficiency in advance month by month (or at any greater intervals),  or may
require  Tenant to pay in advance  the  entire  deficiency  resulting  from such
reletting.  Landlord is hereby granted a lien, in addition to any statutory lien
or right to distrain  that may exist,  on all personal  property of Tenant in or
upon the Demised Premises,  including without  limitation,  furniture,  fixtures
(including  trade fixtures) and merchandise of Tenant,  to assure payment of the
rent and  performance  of the covenants and  conditions of this Lease.  Landlord
shall have the right,  as agent of Tenant,  to take  possession  of all personal
property of Tenant  found in or about the Demised  Premises,  including  without
limitation, furniture, fixtures, and merchandise of Tenant, and sell the same at
public or private sale and to apply the  proceeds  thereof to the payment of any
monies  becoming due under this Lease,  or remove all such effects and store the
same in a public  warehouse  or  elsewhere at the cost of and for the account of
Tenant,  or any other  occupant,  Tenant hereby  waiving the benefit of all laws
exempting  property  from  execution,  levy and sale on  distress  or  judgment.
Landlord,  however,  shall not be responsible or liable for any failure to relet
the Demised  Premises,  or for any failure to collect any rent due upon any such
reletting.


                                       13
<PAGE>

            20.02 In the event of any breach or  threatened  breach by Tenant of
any of the agreements,  terms,  covenants or conditions contained in this Lease,
Landlord  shall have the right to invoke any right and remedy  allowed at law or
in equity regardless of whether such remedy is specifically provided for in this
Lease.

            20.03 Each right and remedy of Landlord  provided  for in this Lease
shall be  cumulative  and shall be in  addition  to every  other right or remedy
provided for in this Lease now or  hereafter  existing at law or in equity or by
statute or otherwise,  and the exercise or beginning of the exercise by Landlord
of any one or more of the rights or remedies  provided  for in this Lease or now
or hereafter  existing at law or in equity or by statute or otherwise  shall not
preclude  the  simultaneous  or later  exercise  by Landlord of any or all other
rights or remedies  provided for in this Lease now or hereafter  existing at law
or in equity or by statute or otherwise.

            20.04 If the Term of this Lease shall be  terminated  due to default
by the Tenant of any of the terms or covenants herein contained,  this Lease and
the Term and estate  hereby  granted,  whether or not the Term shall  heretofore
have  commenced,  shall  terminate  with the same effect as if that day were the
expiration  date of the Term of this  Lease,  except that  Tenant  shall  remain
liable for all damages as are provided for herein,  including but not limited to
the  Minimum  Rent for the full Term of this Lease as  originally  provided  for
hereunder.

                               ARTICLE TWENTY-ONE
                             TERMINATION ON DEFAULT

            21.01 At any time  prior to or  during  the Term of this  Lease,  if
Tenant shall make an assignment for the benefit of its  creditors;  or if Tenant
shall file a voluntary petition in bankruptcy; or if Tenant shall be adjudicated
a bankrupt or  insolvent;  or if the affairs of Tenant shall be taken over by or
pursuant  to an  order of any  court or of any  other  officer  or  governmental
authority  pursuant to any federal,  state or other statute or law; or if Tenant
shall admit in writing its inability to pay debts  generally as they become due;
or if Tenant  shall file any  petition  or answer  seeking  any  reorganization,
arrangement,  composition,  readjustment,  liquidation,  dissolution  or similar
relief  under the  present or any  future  federal  bankruptcy  act or any other
present or future  applicable  federal,  state or other  statute  or law;  or if
Tenant shall seek or consent to or acquiesce in the  appointment of any trustee,
receiver  or  liquidator  of  Tenant  or of all or any  substantial  part of its
property; or if, within sixty (60) days after the commencement of any proceeding
against   Tenant   seeking   any   reorganization,   arrangement,   composition,
readjustment,  liquidation,  dissolution  or similar relief under the present or
future federal,  state or other statute or law, such proceedings  shall have not
been dismissed; or if, within sixty (60) days after the appointment, without the
consent or acquiescence of Tenant,  of any trustee,  receiver,  or liquidator of
Tenant or of all or any substantial part of its property, such appointment shall
not have been vacated or stayed on appeal or otherwise, or if, within sixty (60)
days after the expiration of any such stay, such appointment shall not have been
vacated;  or in the event action shall be taken by Tenant in  furtherance of any
of the  aforesaid  purposes,  then and in any such event  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


                                       14
<PAGE>

term of this Lease by such Receiver or Liquidator  shall, by law, in no event be
greater  that an amount equal to all accrued and unpaid rent to the date of such
termination.

            Such causes for the  termination  of this Lease as set forth in this
Article 21 shall  constitute  a default  by Tenant  and all rights and  remedies
stated or otherwise  shall be available to Landlord.  The word  "Tenant" in this
Article 21 shall be construed to include any surety or guarantor of this Lease.

            21.02  It is  stipulated  and  agreed  that  in  the  event  of  the
termination of this Lease pursuant to this Article 21, Landlord shall forthwith,
notwithstanding any other provisions of this Lease to the contrary,  be entitled
to recover  from  Tenant as and for  liquidated  damages an amount  equal to the
difference between the Minimum Rent reserved hereunder for the unexpired portion
of the  Term  and the  then  fair and  reasonable  rental  value of the  Demised
Premises  for the same  period.  If the Demised  Premises or any part thereof be
relet by Landlord for the  unexpired  Term of said Lease,  or any part  thereof,
before  presentation of proof of such liquidated damages to any court commission
or tribunal,  the amount of rent  reserved  upon such  reletting  shall be prima
facia  evidence as to the fair and  reasonable  rental value for the part or the
whole of the Demised Premises so relet during the Term of the reletting. Nothing
herein contained shall limit or prejudice the right of the Landlord to prove for
and obtain as liquidated  damages by reason of such  termination an amount equal
to the maximum  allowed by any statute or rule of law in such  damages are to be
provided,  whether or not such amount be greater than, equal to or less than the
amount of the difference referred to above.

                               ARTICLE TWENTY-TWO
                            NON-LIABILITY OF LANDLORD

            The  Landlord  shall not be liable for any damage or injury,  except
that caused by its own  negligence,  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 of sod pipes, roof, drains, leaders,
gutters,  valleys,  downspouts  or the like or of the  electrical,  gas,  power,
conveyer,  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 interference with,
interruption of or failure,  beyond the control of the Landlord, of any services
to be furnished or supplied by the Landlord.

                              ARTICLE TWENTY-THREE
                             NON-WAIVER OF 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


                                       15
<PAGE>

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

                               ARTICLE TWENTY-FOUR
                           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 of 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 TWENTY-FIVE
                                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.

                               ARTICLE TWENTY-SIX
                                     NOTICES

            All  notices  required  under the terms of this Lease shall be given
and shall be complete by mailing such notices by certified or  registered  mail,
return receipt requested or receipted  overnight courier,  to the address of the
parties as shown on the first page 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.

                              ARTICLE TWENTY-SEVEN
                             TITLE & QUIET ENJOYMENT

            The Landlord covenants and represents that the Landlord is the owner
of the Leased  Premises and has the right and  authority to enter into,  execute
and deliver this Lease;  and does further covenant that the Tenant on paying the
Minimum Rent and performing the conditions and covenants herein contained, shall
and may peaceably and quietly have,  hold and enjoy the Leased  Premises for the
Term.


                                       16
<PAGE>

                              ARTICLE TWENTY-EIGHT
                                 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 Leased  Premises or to
vary, alter or modify the terms hereof. No additions,  changes or modifications,
renewals or extensions  hereof,  shall be binding  unless reduced to writing and
signed by the Landlord and the Tenant.

                               ARTICLE TWENTY-NINE
                                MECHANIC'S LIENS

            If any  mechanics'  or other liens shall be created or filed against
the Leased Premises by reason of labor  performed or materials  finished 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
sole 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 to do so 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 THIRTY
                                    SECURITY

            The  Tenant  has  deposited  with the  Landlord  the sum of  Fifteen
Thousand Eight Hundred Sixteen 66/100 ($15,816.66)  Dollars which represents two
(2) months  Minimum Rent as security for the payment of the rent  hereunder  and
the full and faithful  performance by the Tenant of the covenants and conditions
on the part of the Tenant to be performed. On the first year anniversary of this
Lease and on each  anniversary  date  thereafter,  the Tenant shall  deposit the
additional  money due to maintain the security deposit in an amount equal to two
(2) months Minimum Rent.  Thereafter,  the security deposit will always be equal
to two (2)  months  Minimum  Rent.  Said sum shall be  refunded  to the  Tenant,
without  interest,  after the  expiration of the term hereof,  provided that the
Tenant has fully and faithfully  performed all such covenants and conditions and
is not in  arrears  in any  Minimum  Rent or  Additional  Rent.  During the Term
hereof,  the  Landlord  may, if the  Landlord so elects,  have  recourse to such
security,  to make good any  default by the  Tenant,  in which  event the Tenant
shall on demand,  promptly  restore  said  security to its original  amount.  If
Tenant  shall be in  default by  non-payment  of rent,  Landlord  may apply such
security  deposit to Minimum Rent, or Additional  Rents due, and the Lease shall
be declared  terminated and Tenant shall become a month to month Tenant, and not
otherwise.  Liability  to repay said  security to the Tenant  shall run with the
reversion of title to said premises,  whether any change in ownership thereof be
by voluntary alienation or as the result of judicial sale,  foreclosure or other
proceedings, or the exercise of a right of taking or entry by any mortgagee. The
Landlord shall assign or transfer said security,  for the benefit of Tenant,  to
any subsequent  owner or holder of the reversion of title to said  premises,  in
which case the assignee shall become liable for the repayment  thereof as herein
provided, and the assignor shall be deemed to be released by the Tenant from all
liability to return such security.  This provision  shall be applicable to every
alienation  or change  in title  and  shall in no way be  deemed  to permit


                                       17
<PAGE>

the  Landlord  to  retain  the  security  after  termination  of the  Landlord's
ownership of the reversion of title. The Tenant shall not mortgage,  encumber or
assign said security without consent of the Landlord.

                               ARTICLE THIRTY-ONE
                              DUE DATE FOR PAYMENT

            The  Minimum  Rent shall be payable on the first day of each  month,
and in the event this Lease  commences  on a day other than the first day of any
month,  the rent  shall be  pro-rated  for that time and shall be payable on the
first day of the next succeeding month.

                               ARTICLE THIRTY-TWO
                          HABITUAL LATE PAYMENT CLAUSE

            Landlord and Tenant  specifically  agree that,  at the option of the
Landlord,  this Lease shall terminate  without notice the third time Tenant pays
its Minimum Rent fifteen  (15) days  subsequent  to the due date of such Minimum
Rent during any  consecutive  twelve (12) month period.  In the event this Lease
terminates by reason of the late payment of Minimum  Rent,  as provided  herein,
Tenant's  occupancy  thereafter  shall  be on a  month-to-month  basis  and  not
otherwise.

                              ARTICLE THIRTY-THREE
                           NON-SUFFICIENT FUNDS CLAUSE

            Tenant  understands and agrees that upon the return of any one check
for  non-sufficient  funds in Tenant's account,  Tenant will then be placed on a
"Cash,  Certified Check, or Money Order Only" basis and Landlord will not accept
any  personal  checks from  Tenant as payment for Minimum  Rent or for any other
charges which may be due or become due until further notice by Landlord.

                               ARTICLE THIRTY-FOUR
                                    LATE FEE

            Tenant agrees to pay a late charge of One Hundred  00/100  ($100.00)
Dollars for each installment of Minimum Rent which is received by Landlord later
than five (5) days  subsequent to its due date. An additional One Hundred 00/100
($100.00)  Dollars late fee will accrue for each subsequent  thirty (30) days of
delinquency. Such late charge shall be payable as Additional Rent.

                               ARTICLE THIRTY-FIVE
                           APPLICATION OF MINIMUM RENT

            Monies  received  from  Tenant  will be  applied  to an  outstanding
account in an order determined at Landlord's  discretion.  Where the amount paid
does not satisfy all charges due, the  Landlord  may  apportion  the proceeds to
Minimum Rent, taxes,  common area


                                       18
<PAGE>

maintenance, utilities, or any other charges billed to Tenant, without regard to
age or nature of the charge.  Tenant shall not have the right to designate how a
payment shall be applied.

                               ARTICLE THIRTY-SIX
                                    INTEREST

            Amounts  overdue  by more  than  thirty  (30)  days  shall  incur an
interest  charge of fifteen (15%) percent per annum.  This interest charge is in
addition to, and not as a substitute for, any late charge otherwise provided for
herein.  Interest  charges  billed to Tenant shall be  considered  as Additional
Rent.

                              ARTICLE THIRTY-SEVEN
                                 ATTORNEY'S FEES

            In the event Landlord  employs an attorney to enforce the provisions
of this Lease to recover  damages,  rents or otherwise,  or, for any  dispossess
action or other court action,  Tenant  agrees to pay in addition all  reasonable
filing fees, costs and legal fees incurred.  All such costs, fees and legal fees
shall be payable as Additional Rent.

                              ARTICLE THIRTY-EIGHT
                                 REFUSE REMOVAL

            In the  event  that  municipal  refuse  removal  shall  cease  being
provided to the Demised Premises,  Tenant agrees to provide, at its own expense,
a garbage or refuse dumpster at a location to be designated by Landlord.  Tenant
further  agrees to separate all garbage or refuse as per county,  state or local
authority  rules,  regulations or ordinances  and Tenant is responsible  for the
removal of such separated garbage,  refuse or debris. Tenant further agrees that
if spillovers,  refuse and debris  (recyclable  garbage and debris  included) of
Tenant is cleaned up by Landlord,  Landlord's  cost of labor and equipment is to
be  computed  at a rate of  Seventy-Five  ($75.00)  Dollars per hour or any part
thereof and that cost is to be paid by Tenant to Landlord upon  presentation  of
an itemized  statement.  All monies due Landlord  under the  provisions  of this
Article shall be considered as Additional  Rent, and for the nonpayment of which
Landlord shall be entitled to institute a summary  dispossess  action in a court
of competent  jurisdiction.  Tenant further agrees to discontinue the use of any
such dumpster facility upon notification by Landlord to Tenant that the Landlord
has installed and/or procured a common  compactor  disposal unit or other common
disposal facility for the use of all tenants,  and Tenant agrees to participate,
on a pro-rata  basis, in the cost and maintenance of such common unit which cost
is to be included in the common area maintenance  billings generated by Landlord
under the provisions of Article 39 entitled "Operating Expenses."

                               ARTICLE THIRTY-NINE
                        OPERATING EXPENSES (CAM CHARGES)

            During the term of this Lease, or any extension thereof,  the Tenant
is  required to pay, as  Additional  Rent and in addition to the base rent,  his
pro-rata share of the direct  operating


                                       19
<PAGE>

cost of the Building.  This cost to the Tenant shall be pro-rated based upon the
number of square  feet  leased by the  Tenant  as  related  to the whole  square
footage of leasable space.  Operating costs include, but is not limited to, real
estate taxes,  assessments,  janitorial,  guard and maintenance services, labor,
reasonable managerial expenses, insurance,  electricity,  water and sewerage (if
any),  payroll expenses,  materials and supplies,  and all other direct costs of
operating  and  maintaining  the  building.  Landlord  agrees to keep  books and
records reflecting direct operating costs of the premises in accordance with the
standard method of accounting.  This  determination  shall be conclusive between
all parties as to operating  costs.  All such  charges  shall be due and payable
upon  presentation of an invoice.  However,  Landlord may later require that the
Tenant pay an  estimated  monthly or  quarterly  Common Area  Maintenance  (CAM)
charge  during the term of this  Lease,  to be  applied to the annual  operating
expenses  (CAM),  attributable to Tenant.  Upon execution of this Lease,  Tenant
agrees  that its  pro-rata  share of CAM  charges  is  equal to  21.13%  and its
estimated  2000 real estate taxes are  currently Two and 45/100  ($2.45/sq.  ft)
Dollars or Seven Hundred  Forty-Five and 21/100 ($745.21)  Dollars per month. In
the event the Tenant remains open on a twenty four (24) hour a day basis, Tenant
shall  be  solely  liable  for all  additional  CAM  charges  incurred  and will
cooperate with Landlord's contractors as needed to provide necessary services to
the Leased Premises and Building.

                                  ARTICLE FORTY
                                    H.V.A.C.

            In the event this is an original Lease,  Landlord will guarantee the
air conditioning and heating unit for one (1) year and after one (1) year Tenant
must provide  Landlord with proof of a service contract for the air conditioning
and heating unit for the duration of this Lease.

                                ARTICLE FORTY-ONE
                                    HOLDOVER

            If  Tenant  holds  possession  of the  Demised  Premises  after  the
termination  of the Lease or any  extension  or renewal  thereof,  Tenant  shall
become a Tenant from  month-to-month  at two (2) times the Minimum Rent and upon
all  other  terms  of  this  Lease,  and  shall  continue  to be a  tenant  from
month-to-month  until such tenancy shall be  terminated  by Landlord,  or, until
Tenant  shall have given to  Landlord a written  notice of at least one month of
intention to terminate  such tenancy.  Nothing  contained in this Lease shall be
construed as a consent by Landlord to the occupancy or possession of the Demised
Premises  by Tenant  after the  termination  of the  Lease or any  extension  or
renewal thereof, and Landlord,  upon said termination,  shall be entitled to the
benefit  of all  public  general or public  local  laws  relating  to the speedy
recovery of the  possession of lands and tenements held over by tenants that now
may be in force or thereafter may be enacted.

                                ARTICLE FORTY-TWO
                        PARKING OF BUSINESS USE VEHICLES

            Upon notice from the Landlord,  Tenant covenants and agrees that (a)
any and all  motor  vehicles  owned  and/or  used by Tenant  in the  conduct  or
operation of Tenant's business or operation will be parked in an area designated
by  Landlord,  and/or,  (b)  Tenant  shall not  permit


                                       20
<PAGE>

itself or its agent's,  employees or invitees to have vehicles  displaying  "for
sale" signs nor shall Tenant, its agents, employees or invitees conduct the sale
of such  vehicle(s)  in the common  areas of  Building.  Tenant  recognizes  and
stipulates  that a  violation  of this  covenant is a material  and  substantial
breach of the terms and  provisions of this Lease and that any such violation is
grounds for  termination  and  eviction,  for which the Landlord  may  institute
summary dispossess action in a court of competent jurisdiction.

                               ARTICLE FORTY-THREE
                                    LIABILITY

            Tenant and Landlord each for themselves, their heirs and assigns and
subrogees,  hereby releases the other,  to the extent of each other's  insurance
coverage.

                               ARTICLE FORTY-FOUR
                              SURRENDER OF PREMISES

            Tenant shall, upon the expiration or sooner  termination of the term
of this Lease, (i) surrender to Landlord the Leased Premises,  together with all
alterations  (unless  Landlord shall elect to require Tenant to remove same) and
replacements thereof then on the Leased Premises,  in good order,  condition and
repair,  except for  reasonable  wear and tear and (ii)  remove all of  Tenant's
signs from the Building and all directory  signs and replace each such sign with
a blank  white  panel.  The  Leased  Premises  shall  not be deemed to have been
surrendered by Tenant,  and all rental and other payment  obligations under this
Lease  shall  continue,  until  Landlord  has  received  all keys to the  Leased
Premises from Tenant.

                               ARTICLE FORTY-FIVE
                 TENANT'S COMPLIANCE WITH ENVIRONMENTAL, HEALTH
                             AND SAFETY REQUIREMENTS

            45.01  Tenant  shall  comply  with  all  federal,  state  and  local
environmental,  health  and  safety  laws,  including  but  not  limited  to the
Comprehensive Environmental Response,  Compensation and Liability Act, 42 U.S.C.
9601, the New Jersey Industrial Site Recovery Act ("ISRA"),  N.J.S.A. 13:1K-6 et
seq. the New Jersey Spill  Compensation and Control Act, N.J.S.A.  58:10-23.11b,
et seq. all  successor  laws and  amendments  to each of the  foregoing  and all
rules, regulations, orders, directives, notices and requirements of governmental
agencies  or bodies  or  insurance  companies  issued  or  promulgated  under or
relating to such laws (collectively, "Environmental Laws").

            Tenant  agrees  not to  cause or  permit  the  generation,  storage,
handling,  manufacture,  refinement,  transportation,  treatment,  disposal,  or
release of Hazardous  Substances on or about the Premises  other than de minimis
amounts of Hazardous Substances  customarily used for normal business operations
and in strict compliance with all Environmental  Laws. As used herein "Hazardous
Substance" means any substance that is toxic, ignitable,  reactive, or corrosive
or that is  regulated  by any  local,  state or federal  government.  "Hazardous
Substance"  includes but is not limited to, any and all  materials or substances
that are defined as "hazardous waste,"  "extremely  hazardous waste," "hazardous
substance",  "contaminants"  or  "pollutants"


                                       21
<PAGE>

pursuant to  Environmental  Laws.  "Hazardous  Substance"  includes,  but is not
limited  to,  asbestos,   polychlorinated  biphenyls  ("PCBs"),   petroleum  and
petroleum products.

            45.02 Tenant represents to Landlord that: (1) during the term of the
Lease,  Tenant will use the Premises  for a retail bank and bank  administrative
offices to conduct any banking activities  permitted under the laws of the State
of New Jersey; and (2) Tenant's operations,  and its use of the Premises, is not
and  will not  become  subject  to  ISRA,  unless  Landlord's  consent  is first
obtained.  Within ten (10) business days  following the execution of this Lease,
Tenant  shall notify  Landlord of Tenant's  Standard  Industrial  Classification
(SIC)  code as  designated  in the  Standard  Industrial  Classification  Manual
prepared by the Office of Management and Budget,  in the Executive Office of the
President of the United States.  Tenant must provide its SIC code as a condition
precedent to taking  possession  of the  premises.  If the SIC code  provided is
subject to ISRA, or Tenant is otherwise  subject to ISRA, prior to Tenant taking
possession of the leasehold,  Landlord may at its sole discretion terminate this
Lease.

            45.03 After Tenant takes possession of the leasehold,  any change in
use of the  premises  by Tenant  or any  change of  operations  by Tenant  which
results in the Tenant being subject to ISRA,  shall require  Landlord's  written
consent.  The request  for  consent to this  change  shall be sent in writing to
Landlord sixty (60) days prior to the proposed  change or Landlord,  at its sole
option,  may deny  consent.  In the event that  Landlord  denies  consent to the
change,  the Lease  shall be deemed  terminated  as of thirty (30) days from the
date of Landlord's written denial of the request.

            In the event that  Tenant now is, or  hereafter  becomes  subject to
ISRA,  including under any amendment to or successor law to ISRA,  Tenant agrees
that it shall,  at its sole cost and expense,  fulfill,  observe and comply with
all of the terms and provisions of ISRA and all rules, regulations,  ordinances,
opinions,  orders  and  directives  issued  or  promulgated  pursuant  to  or in
connection with ISRA by the Department of Environmental  Protection  ("DEP"), or
any   subdivision   or   bureau   thereof   or   any   other   governmental   or
quasi-governmental agency, authority or body having jurisdiction thereof.

            45.04  Without  limiting  the  foregoing,  upon  Landlord's  request
therefor,  and in all  events  prior to the  earlier of the  termination  of its
leasehold,  or its "closing operations or transferring  ownership or operations"
(as said terms are defined in ISRA) Tenant shall,  at its sole cost and expense,
provide the Landlord with a true copy of  documentation  from DEP (or such other
agency or body  which  shall  then have  jurisdiction  over  matters)  in a form
satisfactory to Landlord stating that ISRA does not apply to Tenant and Tenant's
use and  occupancy of the  Premises.  If the  premises is subject to ISRA,  then
Tenant shall provide Landlord with a negative declaration,  as that term is used
in ISRA, or another document  demonstrating,  to Landlord's  satisfaction,  that
Tenant has complied with ISRA.  Nothing in this paragraph  shall be construed as
limiting  Tenant's  obligation to otherwise  comply with ISRA and  Environmental
Laws.

            45.05 Tenant agrees that it shall, at its sole cost and expense: (i)
post any financial guarantee or other bond required to secure implementation and
completion  of all  investigations,  remedial  action  plans and  cleanup  plans
required by any  Environmental  Laws;  (ii) promptly  implement  and  diligently
prosecute  to  completion  said  work;  and (iii)  bear all  costs and  expenses
resulting  from,  arising out of or connected  with Tenant's use or occupancy of
the  Premises  including,  but not  limited to,  state  agency  oversight  fees,
environmental consulting and engineering fees, investigation, sampling, analysis
and  remedial/cleanup  costs,  filing fees,


                                       22
<PAGE>

attorneys' fees, court costs,  and financial  assurance and suretyship  expenses
(collectively,    "Environmental    Costs").   Tenant   expressly   understands,
acknowledges  and agrees that Tenant's  compliance  with the  provisions of this
section may require  Tenant to expend funds or do acts after the  expiration  or
termination of the Lease Term and Tenant shall not be excused therefrom.

            The   Tenant   shall   immediately   copy   the   Landlord   on  all
correspondence,  reports,  notices,  orders,  findings,  declarations  and other
materials   pertinent  to  the  Tenant's  compliance  with  Environmental  Laws,
including,  but not limited to ISRA.  Tenant agrees to execute such documents as
Landlord  reasonably  deems  necessary  to make such  applications  as  Landlord
reasonably  requires to assure the  Tenant's,  the  Landlord's  or the Premises'
compliance with ISRA and/or any other Environmental Laws.

            Tenant, at its sole cost and expense,  shall promptly  discharge and
remove any lien or  encumbrance  against  the  Premises,  the  building,  or the
complex  imposed due to Tenant's use or occupancy of the Premises or its failure
to comply with Environmental Laws.

            45.06 Prior to the termination of the Lease, Tenant shall remove all
Hazardous Substances from the premises in accordance with Environmental Laws.

            Tenant  agrees to indemnify  and hold harmless the Landlord and each
mortgagee of the Premises from and against any and all  Environmental  Costs and
all liabilities,  damages,  claims,  investigations,  proceedings,  settlements,
fines,  penalties,  losses,  judgments,  causes of  action,  costs and  expenses
(including the reasonable fees and expenses of counsel) which may be incurred by
or on behalf  of the  Landlord  or any  mortgagee,  or which  may be  threatened
against the Landlord or any mortgagee, relating to or arising out of: any breach
by  Tenant  of the  undertakings  set  forth in this  section;  Tenant's  use or
occupancy  of the  Premises;  and any  potential  application  of ISRA or  other
Environmental Laws to Tenant.

            The   foregoing   representations,   covenants,   undertakings   and
indemnifications shall survive the expiration or sooner termination of the Lease
and surrender of the Premises and shall also survive  sale,  lease or assignment
of the Premises by Landlord.

                                ARTICLE FORTY-SIX
                       CONFORMITY WITH LAWS & REGULATIONS

            46.01 The  Landlord  may pursue  the relief or remedy  sought in any
clause that may be declared  invalid by a court of  competent  jurisdiction,  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.

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


                                       23
<PAGE>

                               ARTICLE FORTY-SEVEN
                             WAIVER OF TRIAL BY JURY

            To the extent  permitted  by  applicable  law,  Landlord  and Tenant
hereby waive trial by jury in any action,  proceeding or counterclaim brought by
either against the other on any matter  whatsoever  arising out of or in any way
connected with this Lease,  the relationship of Landlord and Tenant and Tenant's
use or  occupancy  of the  Demised  Premises  including  any  claim of injury or
damage, or any emergency or other statutory remedy with respect thereto.

                               ARTICLE FORTY-EIGHT
                              ESTOPPEL CERTIFICATE

            48.01 Tenant agrees, at any time and from time to time, as requested
by Landlord,  upon not less than ten (10) days prior written notice,  to execute
and deliver  without  cost or expense to the Landlord or its nominee a statement
in form  satisfactory to Landlord  certifying that, (i) this Lease is unmodified
and in full force and effect  (or if there  have been  approved  modifications),
(ii)  certifying  the dates to which the Minimum Rent and  Additional  Rent have
been paid,  (iii)  stating  whether  or not,  to the best  knowledge  of Tenant,
Landlord  is in  default in  performance  of any of its  obligations  under this
Lease,  and,  if so,  specifying  each such  default  of which  Tenant  may have
knowledge,  (iv) certifying  that the Tenant has made no advancements  for or on
behalf of the  Landlord  for  which it has the  right to  deduct  from or offset
against  future rentals as of the day of the  certificate  and has not paid rent
for more than the current month during which the  certification  is made and (v)
such other  provisions as may be requested by any  mortgagees  having a mortgage
upon the leasehold or fee of the Demised Premises.

            48.02  It is  intended  that  any such  statement  delivered  to the
Landlord  or its nominee  pursuant to this  Article 48 may be relied upon by any
prospective purchaser of the fee or any mortgagee thereof or any assignee of any
mortgage  upon the  leasehold  or fee of the Demised  Premises  or any  proposed
lessee of all or part of the Building.

                               ARTICLE FORTY-NINE
                               GENERAL PROVISIONS

            49.01 This Lease does not create the  relationship  of principal and
agent or of partnership or joint venture or of any association  between Landlord
and Tenant,  the sole  relationship  between Landlord and Tenant,  being that of
landlord and tenant.

            49.02 The  consent to or  approval  by Landlord of any act by Tenant
requiring  Landlord's  consent  or  approval,   including  but  not  limited  to
permission  to assign this Lease or sublet the  Demised  Premises or any portion
thereof, shall not waive or render unnecessary Landlord's consent to or approval
of any subsequent similar act by Tenant.

            49.03  Each term and each  provision  of this lease  performable  by
Tenant shall be construed to be both a covenant and a condition.


                                       24
<PAGE>

            49.04 Unless expressly so provided,  no action required or permitted
to be taken by or on behalf of Landlord  under the terms or  provisions  of this
Lease  shall be deemed to  constitute  an eviction  or  disturbance  of Tenant's
possession of the Demised Premises.

            49.05 The Tenant,  whenever the weather shall require, shall heat or
cool the Demised Premises to a level satisfactory to the Landlord.

            49.06 Space  outside  the  Demised  Premises or space not within the
Demised  Premised  which Tenant may be  permitted to use and/or  occupy shall be
deemed to be used  and/or  occupied  under a  revocable  license and if any such
license shall be revoked or if the amount of such be diminished,  Landlord shall
not be subject to any liability nor shall Tenant be entitled to any compensation
or  diminution  or abatement of rent nor shall such  revocation or diminution be
deemed constructive or actual eviction.

            49.07  The   submission  of  this  Lease  for   examination   or  as
solicitation for an offer does not constitute a reservation of or option for the
Demised Premises, or an offer to lease.

            49.08 The  marginal  and topical  headings of the Articles are not a
part of this Lease,  but are for  convenience  only and do not define,  enlarge,
limit or construe any of the provisions hereof.

            49.09 All preliminary  negotiations are merged into and incorporated
in this Lease.

            49.10 The laws of the State of New Jersey shall govern the validity,
performance and enforcement of this Lease.

            49.11  Tenant  shall not record this Lease,  but if Landlord  should
desire  to  record a short  form  Memorandum  of Lease  setting  forth  only the
parties,  the  Demised  Premises,  and the  Term,  such  Memorandum  of Lease as
prepared or approved by Landlord shall be executed,  acknowledged  and delivered
to Landlord by Tenant.


                                       25
<PAGE>

                                  ARTICLE FIFTY
                                     BROKER

            Tenant and  Landlord  covenant and agree that neither has dealt with
any broker or brokers  concerning  this Lease  transaction.  Tenant and Landlord
agree to  indemnify,  defend and hold the other  harmless  from and  against any
claims for  brokerage  Commission  or finders fee arising out of or based on any
alleged actions of Tenant or Landlord with any other broker or brokers.

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

WITNESS:                                 STAVOLA LEASING, LLC,
                                         a New Jersey Limited Liability Company


                                         BY:  /s/ James J. Stavola, Jr.
------------------------                     -----------------------------------
                                                  JAMES J. STAVOLA, JR., Member


ATTEST:                                  TWO RIVER COMMUNITY BANK,
                                         a New Jersey Banking Corporation

/s/ Bernice E. Kotza                     BY: /s/ Frank J. Patock
------------------------------               -----------------------------------
ASST. SECRETARY                          Print Name: Frank J. Patock
                                                     ---------------------------
                                         Its: Chairman
                                              ----------------------------------


                                         /s/ Michael J. Gormley
                                         ---------------------------------------
                                         SENIOR VICE PRESIDENT


                                       26