LEASE

      THIS  INDENTURE  OF LEASE made by and  between  Henry C.  Swanson  and the
Estate  of  Leo  A.  Marquis,   (the  "Lessor")  and  Ipswich  Savings  Bank,  a
Massachusetts  savings  bank having its  principal  office at 23 Market  Street,
Ipswich, Massachusetts (the "Lessee"),

                           WITNESSETH

      WHEREAS, the Lessee desires to lease from the Lessor the area described as
Leased  Premises.(hereinafter the "Premises") located in the General Premises as
described in Addendum A together with certain rights, privileges, easements and,
appurtenances,  including  certain  parking and utility rights on other premises
outside the Premises,  subject however to certain  contingencies  as hereinafter
set forth:

        NOW, THEREFORE, the-Lessor and, Lessee covenant-and agree as follows:

        1.  DEMISED  PREMISES:  The Lessor  hereby  leases to the,  Lessee  the,
Premises described in Addendum A consisting of approximately 1,988 square feet.

        2. USE OF COMMON  AREAS:  The Lessor  hereby grants to the Lessee during
the term  hereof the right to use,  at all times,  but in common with the Lessor
and all those claiming by or through, the Lessor, all the Lessor's parking area,
driveways, and sidewalks adjoining the Premises (hereinafter "common areas") for
the purpose of ingress and-egress and the parking  of-vehicles.  Such access and
parking  rights are  limited to the Lessee,  its  officers,  agents,  employees,
invitees and customers and their vehicles.  The Lessor also grants to the Lessee
prior to and  during  the term  hereof  the  right to enter  upon and  cross and
requires  and  otherwise  use  the  common  areas  and  the  Premises  as may be
reasonably necessary to construct,  install, maintain, repair, restore, rebuild,
alter or replace its banking  equipment and other  properties  and to remove the
same as hereinafter provided. The Lessor also grants to the

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Lessee the right to construct,  install,  maintain, repair or replace across and
under the Premises and the common areas lines for utilities  including the right
to excavate,  provided  that the Lessee shall  restore the surface to its former
condition at the sole cost and expense of the Lessee.

        3. PARKING IN FRONT OF PREMISES:  The Lessor  agrees that if any vehicle
or vehicles  are parked in spaces  located in front of the Premises for a period
of one hour-or more and the store manager of Henry's  Market is notified of such
parking that the Lessor,  acting  through the store  manager,  will  immediately
remove such vehicle or vehicles.

        4.  CONTINGENCIES:  This lease is subject to the Lessee's  within ninety
(90) days from the date of.  execution  of this  lease  obtaining  all  permits,
licenses and other  authorizations  from the  appropriate  officials,  boards or
other bodies necessary to allow the Lessee to construct,  maintain,  and use the
Premises for the purpose of  establishing a retail branch bank with all the uses
permitted to a branch bank including, but not limited to, the purpose of housing
one or more Automated  Teller Machines and night depository (all for use on a 24
hour  per  day  basis)  under  Massachusetts  General  Laws.  All to be  done in
compliance  with-the  provisions of all applicable zoning by-laws,  subdivisions
control laws,  building and fire codes and all governmental  laws,  regulations,
codes or orders affecting the Premises  including approval for the location as a
branch  facility,  and electronic  branch facility of the Lessee by the Board of
Bank  Incorporators  pursuant to the  provision of  Massachusetts  General Laws,
Chapter  172,  Section  11  (all  of the  same  being  hereinafter  referred  to
collectively  as  "Authorizations").  Lessee  shall  have the right to waive any
contingency.  If the  contingencies  of this  section are not  satisfied  within
ninety (90) days from the date of execution of this lease then this l ease shall
become null and void.

        5.  TERM:  The term of this  lease  shall be five (5)  years  commencing
fifteen (15) days after all necessary  governmental and regulatory  approvals to
operate a retail branch bank at the

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Premises  as set forth in Section 4 have been  granted to Lessee and all appeals
from such approvals have expired or. have been successfully concluded.

        At the end of five (5) years this lease shall automatically continue for
an  additional  five (5) year  period  unless  the  Lessee in the last three (3)
months of the fifth year  notifies  the  Lessor in writing  that the lease is to
expire  at the end of the ten  years.  At the end of the  first  five  (5)  year
extension  this lease shall  automatically  continue  for a second five (5) year
period  unless  the Lessee in the last three (3) months of the fifth year of the
first  extended  term notifies the Lessor in writing that the lease is to expire
at the end of the first five year extension.  At the end of the second five year
extension this lease shall  automatically  continue for a third  additional five
(5) year  period  unless  the  Lessee in the last  three  months  of the  second
extended  term notifies the Lessor in writing that the lease is to expire at the
end  of  the  second  five  year  extension.  At  the  end  of  the  third  five
year-extension this lease shall  automatically  continue for a fourth additional
five (5) year  period  unless the  Lessee in the last three  months of the third
extended  term notifies the Lessor in writing that the lease is to expire at the
end of the third five year extension.  At the. end of the fourth additional five
year extension this  lease-shall  automatically  continue for a fifth additional
five (5) year  period  unless the Lessee in the last three  months of the fourth
extended  term notifies the Lessor in writing that the lease is to expire at the
end of the fourth five year extension.

        6. RENT:  Upon condition of the full,  faithful and prompt  performance,
observance  and  fulfillment  by the  Lessor  of  all  the  Lessor's  covenants,
warranties,  and  representations  and other obligations in connection with this
lease, the Lessee will pay to the Lessor the following rent:

          Rent for the first five years shall be $3,000.00 per month, $36,000.00
per annum.
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                The Rent as  stated  above  shall  be  adjusted  in the  renewal
        periods by the percentage  increase in the United States Bureau of Labor
        Statistics  Consumer  Price  Index  for  all  Urban  Consumers,  Boston,
        Massachusetts [CPI-U] (the "Index") between the point at which the Index
        stood a month prior to the Commencement Date of the original term or any
        extended terms,  as applicable,  and the point at which the Index stands
        one month prior to the day as of when such  adjustment is being made. If
        the Bureau of Labor Statistics  shall cease  publishing the Index,  then
        the  Lessor  and  Lessee may  select  another  price  index  (reasonably
        comparable to the Index)  published by the Bureau,  or if not available,
        published by a private publisher,  and thereafter such other price index
        shall be the Index hereunder.  Provided,  however,  that such adjustment
        shall in no event  exceed a ten (10%)  percent  increase  on the monthly
        rent of $3,000.00 or $300.00 per renewal.

        7. TITLE TO IMPROVEMENTS: The Lessee at all times shall be deemed to own
all of the right, title and interest in and to all fixtures, equipment and other
improvements hereafter placed, installed or erected upon or within the Premises,
and the Lessor  shall be deemed to have no right,  title or interest in any such
fixtures,  equipment and other  improvements  and upon the expiration or earlier
termination  of this lease,  as herein  provided,  the Lessee  shall  remove its
properties  from the Premises  and restore the Premises to its  condition at the
commencement  of this lease at Lessee's sole cost and expense with the exception
of the vault which may be left in place at the option of the Lessee.

        8. MAINTENANCE OF COMMON AREAS: The Lessor shall maintain and repair the
common areas in good condition and shall remove all snow,  ice,  water,  debris,
and obstructions  therefrom and maintain proper lighting  therefor so as to keep
the same at all times safe and clear and in good condition and repair and usable
for their intended  purposes,  but the Lessor shall have no such  responsibility
with respect to the Premises.
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        9. UTILITIES AND HEAT: The Lessee shall pay for .all utilities  consumed
in connection  with the equipment and machinery for the separately  serviced use
and occupancy of the Premises.

        10.  REPAIR  AND  MAINTENANCE:   Lessee  shall  maintain  the  Premises,
reasonable use and wear and tear and damage by fire or casualty excepted. Lessor
shall  provide,  maintain,  repair  and  replace  the  building  structure,  all
electrical,  mechanical,  heating,  ventilating and air conditioning  equipment,
plumbing,  soil line, and other installations and facilities reasonably required
for  comfortable  occupancy  of the Premises in good order and repair and repair
and replace glass or doors that may be damaged or broken all at its own expense.

        11.  REPRESENTATIONS  AND  WARRANTIES OF LESSOR:  The Lessor  covenants,
warrants and represents as -follows:

        A.      That the  Lessor  has good and  marketable  record  title to the
                Premises and the common -areas free from all encumbrances  which
                might  interfere with the exercise or enjoyment by the Lessee of
                its rights and privileges  hereunder,  and has full right, power
                and authority to lease the Premises as herein provided.

        B.      That during the term hereof-the Lessor shall not create,  permit
                or suffer any mortgage,  lien or encumbrance of any nature which
                is not subordinate to or which  interferes with the exercise and
                enjoyment.  by the Lessee of its rights and privileges hereunder
                upon the Premises or the common  areas.

        C.      That no mortgagee or owner of the Premises has or shall  acquire
                any claim or interest in or to the properties  and  improvements
                of-the Lessee installed or erected upon or within the Premises.

        12. PARKING:  Lessee-agrees that its officers, agents and employees will
park their vehicles only on such portions of the common areas as the Lessor from
time to time shall designate as "employees'  parking areas" which may be outside
of but  conveniently  located with respect to the Premises and the common areas.
Lessor
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will do all things necessary and appropriate to insure a continuing and adequate
traffic pattern as required for access to and from the Premises.

        13. Cancellation: Lessee shall have the right to terminate this lease at
any time upon at least ninety (90) days'  advance  notice to Lessor in the event
that Henry's  Market ceases to operate at its present  location  adjacent to the
Premises.  Lessee shall also have the right to terminate  this lease at any time
upon at least one year's  advance  notice to the Lessor  provided -only that the
Lessee shall not  exercise  such right for the sole  purpose of  relocating  its
automated remote transaction branch facility to a location within a one (1) mile
radius of the Premises.  Nothing herein contained shall prohibit the Lessee from
so electing to terminate this lease without liability for liquidated  damages or
otherwise for the purpose of opening a new branch facility within a one (1) mile
radius of the Premises if such branch facility shall include any manned function
(such as a manned drive-up  teller window or  conventional  manned teller branch
facility) notwithstanding its inclusion also of automated banking facilities.

        14.  SIGNS:  The Lessee  may only  erect  such signs and  banners on the
Premises as it may deem  necessary  or  appropriate  for its  purposes and which
shall not be prohibited by any applicable  zoning by-law, or other law, code, or
regulation with respect to the erection and maintaining of signs.

        15.  INSURANCE:  During  the term  hereof  the  Lessee  shall at its own
expense  keep and  maintain in force  liability  insurance in an amount not less
than One Hundred  Thousand Dollars  ($100,000.00)  for injury to or death of one
-(1)  person as a result of one (1)  occurrence,  not less than.  Three  Hundred
Thousand  Dollars  ($300,000.00)  for  injury to or death of  more-than  one (1)
person as a result of one (1) occurrence and not -less than twenty-five Thousand
Dollars  ($25,000.00) property  damage  insuring  Lessee and Lessor  against any
liability  that it may accrue  against  them or either of them on account of any
accident or happening on the
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premises.  Lessee shall furnish to Lessor certificates of all insurance required
under this paragraph upon request.

        16. AMERICANS WITH DISABILITIES ACT COMPLIANCE:  Lessor acknowledges its
responsibility  to make the general premises and the Premises to comply with the
requirements  of the  Americans  with  Disabilities  Act,  42 USC #12101 and the
regulations  and  accessibility  guidelines for buildings and facilities  issued
pursuant thereto.

        17.  DAMAGE,  DESTRUCTION  OR TAKING:  If a  substantial  portion of the
Premises or common  areas shall be  destroyed or damaged by fire or other cause,
or taken by action of a public authority, the Lessee may terminate this lease by
written notice within sixty (60) days after such fire or other cause.

        18. DEFAULT:  If the Lessee defaults in the performance or observance of
any of the covenants or conditions  herein contained on its part to be performed
or observed, the Lessor may give to the Lessee written notice thereof specifying
the default,  and if such default has not been cured within  thirty (30) days of
the giving of such notice, or such longer period as is hereinafter provided, the
Lessor may give to the Lessee written  notice of the  termination of this lease,
and the Lessee shall then  surrender the Premises to the Lessor,  and the Lessor
may at any time after such termination  resume possession of the Premises by any
lawful means and, subject to the Lessee's right to remove its building and other
improvements,  remove the  Lessee  and other  occupants  and their  effects,  by
dispossess  proceedings  or otherwise,  without being liable to  prosecution  or
damage  therefor.  Provided,  however,  that,  if the Lessee shall in good faith
contest-whether  the Lessee is in default as  specified  in any  written  notice
specifying  default  given by the Lessor as herein  above  provided  (other than
default in the payment of the rent hereunder) by instituting  proceedings at law
or in equity in any court of law  having  jurisdiction  over the  matter  within
thirty (30) days of the giving of such notice,  the time within which the Lessee
shall have to cure such default,  if any, shall be extended to the date which is
thirty (30) days after a
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final  adjudication  of  such  proceedings  unfavorable  to the  Lessee  and the
expiration  of any  applicable  appeal  period,  or, if any  appeal be taken and
prosecuted  by the  Lessee  in  good  faith,  thirty  (30)  days  after  a final
adjudication of the appeal unfavorable to the Lessee.

        19.  SHORT FORM:  The parties  hereto  agree that upon request of either
party,  the other party will execute  whatever  instruments may be necessary for
the recording of a short form or notice of this lease and any amendments thereto
or modifications thereof.

        20. NOTICES: All notices hereunder shall be sufficiently given and shall
be deemed to be given when  mailed by  registered  or  certified  mail,  postage
prepaid, if addressed to the Lessor: _____________________________; if addressed
to the Lessee:  Ipswich Savings Bank, 23 Market Street,  Ipswich,  Massachusetts
01938.

        The Lessor and Lessee  may, by notice  given  hereunder,  designate  any
different addresses to which subsequent notices shall be sent.

        21. ADDRESS: Lessor will, upon receipt of a request therefor, assist the
Lessee in having a formal address assigned to the Premises.

        22.  MISCELLANEOUS:  This  lease  shall be  governed  by the laws of The
Commonwealth of  Massachusetts,  shall be binding upon and. inure to the benefit
of the Lessor and the Lessee and their  respective  successors and assigns,  and
may be amended or modified only by a written  instrument  signed by both parties
hereto.

        23. CAPTIONS: The captions or headings in this lease are for convenience
only and in no way  define,  limit  or  describe  the  scope  or  intent  of any
provision of this lease.
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     Executed in duplicate as a sealed instrument this 4th day of March, 1996.


WITNESS;                               LESSOR:


/s/ James Stump                        /s/ Henry C. Swanson
------------------------------         ------------------------------
                                       Henry C. Swanson

                                       Estate of Leo A. Marquis


/s/ Mary G. Richards              By:   /s/ Charlotte Marquis
------------------------------         ------------------------------


                                       LESSEE:

                                       Ipswich Savings Bank


/s/ William Tinti                  By:  /s/  David L Grey
------------------------------         ------------------------------
<PAGE>
                                   ADDENDUM A
                                   ----------

1.   General Premises Owned by Lessor
     --------------------------------

Land and the  buildings  situated  thereon  consisting of  approximately  51,514
square feet located at 588 Cabot Street, North Beverly, Massachusetts

2.   Leased Premises
     ---------------

1,988 square feet at 588 Cabot Street, North Beverly,  Massachusetts as shown on
the plan attached hereto and marked "B"

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