NORTH ANDOVER OFFICE PARK LEASE

                               DATA PAGE

LANDLORD:           451 ANDOVER  STREET  REALTY  TRUST,  C/O WINGATE  MANAGEMENT
                    COMPANY, INC., 75 CENTRAL STREET, BOSTON, MA 02109

TENANT:             IPSWICH SAVINGS BANK
                    Presently of 23 Market Street, Ipswich,
                    Massachusetts 01938-0392

PREMISES:           SUITE 105 SHOWN ON EXHIBIT A AND THE AREA  NECESSARY FOR THE
                    DRIVE THROUGH WINDGATE  AS SHOWN ON  EXHIBIT  B 451  ANDOVER
                    STREET  ~HEREIN "OBI" 0R ON THE  BUILDING")  NORTH  ANDOVER,
                    MASSACHUSETTS 01845

NET RENTABLE AREA
OF                  PREMISES: 4,685 + SQUARE FEET

COMMENCEMENT DATE:  See Rider 1

EXPIRATION DATE:    See Rider 1

BASE RENT:          See Rider 2.1 and 2.2 as Per Rider 1
YEAR:               See Rider 2.1 and 2.2 as Per Rider 1
ANNUAL BASE RENT:   See Rider 2.1 and 2.2 as Per Rider 1

MONTHLY BASE RENT:  See Rider 2.1 and 2.2 as Per Rider 1

SECURITY DEPOSIT:   $ ZERO

USE:                Retail Branch Bank Office and all other office
                    and office related uses

LIABILITY
INSURANCE:          $250,000 PER PERSON; $500,000 PER OCCURRANCE;
                    $50,000 PROPERTY DAMAGE LIABILITY

CONSTRUCTION/

RENOVATION:         YES

SPECIAL PROVISIONS: See Rider 1

TENANT:                                  LANDLORD:

IPSWICH SAVINGS BANK                     THE TITLED CORPORATION, TRUSTEE
                                         OF 451 ANDOVER STREET REALTY
                                         TRUST

By: /s/ David Grey President             By: /s/ Edward Dziadu
---------------------------              -----------------------------------
David L. Grey, President                 Edward J. Dziadul, President

Date:    4-25-94                         Date:    4/18/94
<PAGE>
                                      LEASE

         WHEREAS,  The Titled  Corporation,  as Trustee  of 451  Andover  Street
Realty Trust, under declaration of trust dated July 9, 1991, and recorded at the
Essex  South  District  Registry of Deeds at Book 3284.  Page 341,  and having a
principal place of business at 451 Andover Street. North Andover,  Massachusetts
01845  ("Landlord")  is the owner of the land and  building  thereon  located in
North Andover, Essex County, Massachusetts,  and shown on Plan No. 9336 recorded
in Essex North Registry of Deeds, which presently contains two office buildings.
namely 451 Andover Street,  herein referred to as OBI, and 203 Turnpike Street,
herein  referred  to as OBI II, and Landlord  wishes to lease  certain  premises
therein to Tenant: and

         WHEREAS, Tenant desires to demise these premises from Landlord.

         NO, THEREFORE. the parties agree as follows:

         ARTICLE I LEA5ED PREMISES

         Landlord  hereby  leases to Tenant,  and  Tenant  hereby  demises  from
Landlord,  the Premises,  excepting and reserving  therefrom  exterior walls and
centerwalls:  Landlord's equipment and fixtures, now or hereafter installed: and
space for the  installation  of  pipes,  wires, conduits, and ducts to serve the
Premises  and/or other parts of the Building  and subject to all rights reserved
to Landlord by this Lease or by operation of law.  Landlord grants to Tenant the
exclusive  use of that  portion  of the Lot for the  purposes  of  drive-through
banking  shown on Exhibit B and in  addition  Landlord  also grants to Tenant as
appurtenant to the Premises the right,  in common with others,  to use (a) areas
for access to and egress from such drive-through  banking as shown on Exhibit B.
(b)  the  common  entrances.  lobbies.  corridors,   stairways,  elevators,  and
lavatories, and (c) pipes, wires. conduits and appurtenant equipment serving the
Premises in common with other  leased  premises in the  Building.  See  attached
Exhibit A, floor plan of the Premises.

         ARTICLE II - TERM

         Tenant  shall have and hold the  Premises for a Term of Five Years (the
"Term"  commencing on the Commencement  Date as defined in Rider 1, Section 1.2,
and ending on the Expiration  Date or any earlier date upon which the Lease term
may be terminated by force of law or as hereinafter provided).

         ARTICLE III - BASE RENT

         A. Tenant  agrees to pay annual Rent during said term at the rate shown
on Rider 2.1 or in the alternative Rider 2.2 in accordance with Rider Section
<PAGE>
1.3.  payable without notice or demand and without offset of any kind or nature,
in advance on the first day of each  calendar  month  during the term  hereof in
monthly  installments in the amount shown on Rider 2.1 or 2.2 as aforesaid,  and
proportionately for any fraction of a month at the beginning or end of the term,
except as otherwise expressly provided herein. If the Commencement Date is other
than the first day of a calendar month, an appropriate  portion of the Base Rent
for such month shall be paid on the Commencement Date.

         ARTICLE IV - USE

         The  Premises  shall be used and  occupied  by  Tenant  solely  for the
purpose  specified  as the Use on the Data Page and for such  other  lawful  use
incidental thereto, but for no other purpose. In using or occupying the Premises
for such  purpose.  Tenant  shall not  cause  business  disruption  to any other
tenants or  occupants  of the  Building,  or do acts that  constitute a nuisance
Landlord makes no warranty or  representation  about the fitness of the Premises
for Tenant's use except as set forth in this Lease.

         ARTICLE V - INSTALLATION OF EQUIPMENT AND FLOOR CAPACITY

         Tenant  shall not place any load upon any floor of the  Premises  which
exceeds the floor load capacity  calculated on a square foot basis as determined
by Landlord  (partitions being considered as part of the load).  Tenant will not
move into or out of the Building,  install any safe. heavy  machinery,  fixtures
equipment,  or bulky materials  without  Landlord's  prior written consent which
shall  not be  unreasonably  withheld  except  for an  A.T.M.  machine  and such
machinery and equipment as may be necessary for the operation of Tenant's  drive
through as shown on Exhibit B. The moving and  installation of such machines and
equipment shall be at Tenant's sole expense. shall be in such manner and at such
hours as to prevent business disruption to other occupants of the Building,  and
at the sole risk and hazard of the Tenant.  Tenant  agrees to indemnify and hold
Landlord  harmless  from  and  against  all  liability   resulting  directly  or
indirectly from the installation or operation of such machines and equipment.

         ARTICLE VI - LANDLORD'S COVENANTS

         Landlord  will  furnish,  maintain,  repair,  replace  and  operate the
necessary  equipment to provide heat and air conditioning as reasonably required
for  comfortable  occupancy  of the  Premises.  If Tenant  requests  heat or air
conditioning services for non-business hours. Landlord will furnish such for the
areas  specified  in a written  request  from Tenant  delivered  to the building
superintendent  or  other  agent  of  Landlord  before  3:00 PM of the  week day
preceding the extra usage period.

         Landlord  will  maintain  the  Building  structure.   Building  systems
including the repair or  replacement  of any  equipment.  fixtures or mechanical
installations  that serve the premises,  and Building common areas.  all in good
order and repair, except for reasonable wear and tear and damage by fire and
<PAGE>
other  casualty  and except  that  Landlord   shall  have no  responsibility  to
maintain  or  repair  the  foregoing  if  damaged  by  Tenant  negligence  or
misconduct.

        Landlord shall furnish water for ordinary cleaning,  lavatory,  drinking
and medical  treatment  purposes.  If Tenant  uses water for any other  purposes
Landlord may (a) assess a reasonable  charge for the additional water so used by
Tenant or (b)  install at Tenant's  expense a water  meter and  thereby  measure
Tenant's  water  consumption  for all  purposes,  and Tenant  will pay for water
consumed as shown on said  meter.  together  with any sewer use charge  based on
said meter charges,  as and when bills are rendered.  Landlord shall be under no
obligation to renovate or improve the Premises,  unless so indicated on the Data
Page and by attachment of Exhibit C.

         Landlord is under no  responsibility  or  liability  for  inconvenience
annoyance or loss of business  arising from the failure or  interruption in such
services  caused by  breakage,  vandalism,  accident,  strikes,  repairs,  or by
inability  (despite  the  exercise  of  reasonable  diligence)  to obtain  fuel,
electricity,  or other  service,  or by any  other  cause or causes  beyond  the
reasonable control of Landlord, or for tre cut-off of service or utility systems
by Landlord or others made  necessary  by reason of accident or  emergency or to
make needed repairs.  Failure or omission on the part of the Landlord to furnish
such  service  shall not be  construed  as an actual or  constructive,  total or
partial  eviction of Tenant, nor work -an abatement of rent, nor render Landlord
liable in damages,  nor release  Tenant  from prompt  fulfillment  of any of the
covenants  under  this  Lease,  In an event  shall  Landlord  be liable  for any
indirect or consequential damages.

         ARTICLE VII - TENANT'S COVENANTS

         Tenant  covenants  with  Landlord that during the term and for all such
times as Tenant or any one  claiming  by,  through  or under it,  shall  hold or
occupy the Premises or any part thereof:

         A.       Rent  Payment,  Tenant  will  promptly  pay when due all Rent.
payable  by Tenant  hereunder,  to  Landlord  at the  address  from time to time
designated for the sending of notice to Landlord.

         B.       Electricity,  Tenant will pay the Landlord as additional  rent
the cost of all electrical current furnished to the Premises.  Initially. Tenant
shall pay  Landlord on account,  each month,  together  with its payment of base
rent,  one-sixth  (1/6) of such sum as  Landlord  notifies  Tenant is Landlord's
reasonable  estimate of the amount that Tenant will owe for  electrical  current
furnished  to the  Premises  during  the next  six (6)  months,  This  estimated
additional  rent  will  be  applied  against  the  cost of  electrical  currents
furnished to the Premises for such six (6) month period, As reviewed by Landlord
approximately  every six (6) months,  if the estimated  additional  rent is less
than the actual  additional rent owed hereunder.  Tenant will pay any excess due
Landlord in full within ten (10) days after receipt of a bill  therefor:  and if
the estimated  additional  rent collected by Landlord is greater than the actual
additional rent owed hereunder. then at Landlord's option it
<PAGE>
will  either (i) refund the excess or (ii)  credit the excess  against  payments
then due. or to become due,  from Tenant  under the Lease.  Tenant  acknowledges
that the Premises are provided with a separate  meter noting  electrical use and
that the actual additional rent owed hereunder will be determined based upon the
rates in  effect  from  time to time of the local  electrical  service  company.
Notwithstanding  the  foregoing,  if  the local  electrical  service  company so
requires.  Tenant  shall (i)  purchase  electrical  current  directly  from such
company. (ii) pay as they become due all bills therefor. and (iii) indemnify and
hold Landlord  harmless from any loss.  cost or damage  resulting  from Tenant's
failure to make such payments.

         C.       Signs. Other than as provided in Rider 1 Tenant will not place
any signs or other  objects  outside the  Premises,  either in  corridors  or on
exterior Building walls,  including without limitation window or door signs, and
will  maintain no  draperies or other  window  coverings or lighting  within the
Premises  that will  affect the  exterior  appearance  of the  Building  or tile
appearance  of interior  space outside the Premises.  without  Landlords  prior
written consent.

         D.       Restore  and  Repair.  Tenant  shall  maintain  the  Premises.
reasonable use and wear and tear and damage by fire or casualty excepted. Tenant
will be responsible for daily cleaning and janitorial of the Premises.  Landlord
shall  maintain  all  electrical,  mechanical,  plumbing,  soil line,  and other
installations and facilities therein which serve Premises,  and all doors of the
Premises,  in good order and repair,  and replace  glass in all windows with the
same  quality as that  injured,  broken or  damaged, all at its own expense. All
replacements  of lighting  tubes,  lamps,  bulbs,  and ballasts  required in the
Premises will be furnished and  installed at Tenants  expense,  Tenant will not
make any structural  alteration or addition to the Building or Premises  without
first  obtaining,   on  each  occasion,   Landlord's  consent  in  writing.  All
alterations or additions must be  structurally  and  architecturally  consistent
with existing improvements.  Upon the request of Landlord, Tenant will deliver a
written schedule  describing all such alterations or additions Landlord approval
is not required for  alterations  or additions done by Tenant on the interior of
the Premises that are  non-structural  in nature.  Any alterations that would be
visible from  outside the building  other than signs as set forth in Section 1.6
of Rider 1 will require the Landlords  consent which shall not be  unreasonably
withheld, and any alterations that involve the buildings mechanical,  electrical
or plumbing  systems other than an emergency  will require  notification  to the
landlord  and are  subject to  reasonable  requirements  that the  landlord  may
impose,  such as review of plans and  specifications,  coordination of timing to
avoid disruption of service to other tenants,  and supervision and inspection by
representatives of the building.  Upon expiration or earlier  termination of the
term.  (1) Landlord at its sole option may either retain its  property,  without
cost to it, any  alterations  so made, or require  Tenant to remove these at its
sole cost and expense and restore the Premises to their original condition.  (2)
Tenant will peaceably deliver up the Premises to Landlord broom clean and in the
same repair and  condition as the Premises  were in at the  commencement  of the
term, reasonable wear and tear only excepted.  (3) Tenant will peaceably deliver
up all alterations and additions made to or upon the Premises in the same repair
and condition as they were when  completed,  reasonable wear and tear and damage
by fire or casualty only excepted. unless
<PAGE>
Landlord in its sole discretion  requires Tenant to remove same, and (4) (except
as  elsewhere  provided  herein)  Tenant will remove all  personal  property and
fixtures  belonging to Tenant or to anyone claiming  through  Tenant,  including
without  limitation  all trade  fixtures and signs and any lettering  painted by
Tenant on any walls or doors with or without Landlord's consent. Tenant shall be
responsible  for all damage or injury to the Premises and to the Building caused
by  Tenant's  installation  or  removal  of  alterations,   additions,  personal
property, and fixtures.

         E.       Assignment.  Tenant  shall  not  assign.  transfer,  mortgage,
pledge or encumber this Lease,  nor sublet any part of the Premises,  nor permit
occupancy  of all or any  part of the  Premises  by  anyone  other  than  Tenant
without,  on each  occasion,  obtaining the prior  written  consent of Landlord.
which  consent  shall not be  unreasonably  withheld.  As used herein,  the term
"assign" or  "assignments  includes,  without  limitation,  any  transfer of the
Tenant's  interest in the Lease by operation of law. Any  assignment,  transfer,
mortgage,  pledge,  encumbrance,  subletting,  or occupancy  without  Landlord's
consent  shall be void  and of no  effect.  Landlord's  consent  thereto  on any
occasion  shall not  constitute a waiver of the necessity of such consent on any
subsequent occasion.  Notwithstanding any such assignment,  transfer,  mortgage,
pledge, sublet or other occupancy. Tenant shall remain primarily liable upon all
the terms,  conditions and covenants  hereof and any assignee or sublessee shall
have joint and several liability for the performance of the terms and provisions
of this Lease. In the event that Landlord consents to any assignment,  transfer,
mortgage, pledge, or subletting. Tenant shall pay to Landlord as Additional Rent
fifty  percent (50%) of the amount by which any and all fees,  rents,  and other
consideration Tenant receives from the assignee, transferee, mortgagee, pledgee,
or  sublessee,  exceeds the sum of all rents owed by Tenant to Landlord:  and in
addition.  Tenant  shall  pay  Landlord  promptly  after  billing  for all costs
incurred by Landlord in providing  such  consents,  including  reasonable  legal
expense.

         F.       Compliance With Laws and Insurance Regulations. Tenant, at its
sole expense, shall comply with all laws, ordinances,  orders and regulations of
Federal. State, County, and Municipal Authorities, and with any direction of any
public officer, pursuant to law, which shall impose any violation, order or duty
upon Landlord or Tenant with respect to the Premises,  or its use or occupation,
and shall furnish to Landlord copies of all such  directives,  orders,  permits,
inspections,  and the like  Tenant  shall not do or permit to be done any act or
thing upon the Premises,  which will  invalidate,  or be in conflict with,  fire
insurance policies covering the Building and fixtures and property therein,  and
shall not do, or permit to be done,  any act or thing  upon the  Premises  which
shall or might subject Landlord to any liability or responsibility for injury to
any person or persons or to  property  by reason of any  business  or  operation
being carried on upon the Premises or for any other reason.  Tenant, at its sole
expense, shall comply with all rules, orders, regulations or requirements of the
North Andover Fire department, Board of Fire Underwriters, Fire Insurance Rating
Organization. or other authority having jurisdiction. and except as permitted by
these authorities, shall not permit anything to be done on or about the Premises
or be stored upon the Premises, and then only in such a manner of storage as not
to increase the rate for any fire insurance  applicable to the Building.  Tenant
shall provide on the
<PAGE>
Premises and maintain in good condition all safety and fire  protection  devices
required by said Fire Department, or other authorities, or insurers If by reason
of failure of Tenant to comply with the provisions of this paragraph,  including
without  limitation,  the use to  which  Tenant  puts  the  Premises,  the  fire
insurance  rate shall at any time be higher  than it  otherwise  would be,  then
Tenant shall pay to or reimburse  Landlord,  as Additional Rent  hereunder,  for
that  part of all fire  insurance  premiums  paid by  Landlord  because  of such
failure or use by Tenant,  and shall make such  reimbursement upon the first day
of the month following notice of such outlay by Landlord. Tenant shall not bring
or  permit  to be  brought  or kept in or  about  the  Premises  any  flammable,
combustible or explosive fluid,  material, or substance,  or cause or permit any
odors of  cooking or other  processes,  or any  unusual  or other  objectionable
odors, to permeate from the Premises,  The fact that the Premises are being used
and occupied solely for the use set forth in Article IV hereof shall not relieve
Tenant from the foregoing duties, obligations and expenses.

         G.       Injury and Damage.  All  merchandise,  fixtures,  and personal
property of any kind which may be on or about the Premises  shall be at the sole
risk and  hazard  of  Tenant,  and if the  whole or any  part  thereof  shall be
destroyed or damaged by fire, theft, water, or otherwise, or in any other way or
manner,  no part of such loss or damage  will be charged or borne by Landlord in
any case whatsoever.

         H.       Indemnification  of Landlord.  The Tenant will  indemnify  and
hold  Landlord  and any agent  harmless  from and  against  any and all  claims,
liabilities,  or penalties asserted by or on behalf of any person,  business, or
public  authority,  including  Landlord,  on account or based upon any injury to
person,  or loss of or damage to property,  occurring  in or emanating  from the
Premises, or occurring elsewhere in or about the Building and arising out of the
use or occupancy of the Building or Premises by Tenant or by any person claiming
through  or  under  Tenant,  resulting  from  omission,   fault,  negligence  or
misconduct  of  Tenant  except  such injury,  loss or damage  was  caused by the
omission,  fault, negligence or misconduct of Landlord, its partners.  officers,
agents, employees,  invitees and independent contractors: and in addition to and
not in  limitation  of the  foregoing,  on  account of or based upon any work or
thing   whatsoever  done  on  the  Premises  (other  than  by  Landlord  or  its
contractors) or done by Tenant elsewhere in the Building:  and in respect of any
of the  foregoing  from and against all costs,  expenses  (including  reasonable
attorney's fees), and liabilities incurred in connection with any such claim, or
any action or proceeding  brought thereon;  and in case any action or proceeding
is brought against Landlord by reason of any such claim. Tenant upon notice from
Landlord  shall at Tenant's  expense  resist or defend such action or proceeding
and employ  counsel-reasonably  satisfactory  to Landlord,  it being agreed that
such  counsel  may act for  insurance  underwriters  of Tenant  engaged  in such
defense shall be deemed satisfactory.

         I.       Indemnification  of Tenant.  The Landlord  will  indemnify and
hold  Tenant  and any  agent  harmless  from  and  against  any and all  claims,
liabilities,  or penalties asserted by or on behalf of any person,  business, or
public  authority,  including  Tenant,  on  account  or based upon any injury to
person,  or loss of or damage to property,  occurring  in or emanating  from the
Premises, or occurring elsewhere in or about the Building and arising out of the
use or
<PAGE>
occupancy  of the  Building or  Premises  by Landlord or by any person  claiming
through  or under  Landlord,  resulting  from  omission,  fault,  negligence  or
misconduct  of  Landlord  except such  injury,  loss or damage was caused by the
omission,  fault,  negligence or misconduct of Tenant,  its partners,  officers,
agents, employees,  invitees and independent contractors: and in addition to and
not in  limitation  of the  foregoing,  on  account of or based upon any work or
thing  whatsoever done by Landlord on the Premises or elsewhere in the Building:
and in respect of any of the  foregoing  from and  against  all costs.  expenses
(including  reasonable  attorney's fees, and liabilities  incurred in connection
with any such claim, or any action or proceeding  brought  thereon:  and in case
any action or proceeding is brought  against Tenant by reason of any such claim,
Landlord  upon notice from Tenant shall at Landlord's  expense  resist or defend
such action or proceeding and employ counsel reasonably  satisfactory to Tenant.
it being agreed that such counsel may act for insurance underwriters of Landlord
engaged in such defense shall be deemed satisfactory,

         J.       Riqht to Enter.  In case of an emergency on the Premises or in
the Building, Landlord or its representatives may enter the Premises at any time
to take such measures as may be needed to cope with the  emergency.  Landlord or
its representatives have the right without charge to it and without reduction in
rent. at reasonable  times,  with fifteen (15) days prior written  notice to the
Tenant,  and in such  manner  as not  unreasonable  to  interfere  with  tenants
business,  to enter (i) to view or show the  Premises  for any  reason,  (ii) to
maintain,  install,  or relocate any of Landlord's fixtures serving the Premises
or other parts of the Building.

         K.       Obligation to Insure. Tenant shall carry and keep in force, at
its own  expense,  with  respect  to the  Premises,  a  policy  or  policies  of
comprehensive  public liability and property damage insurance with any insurance
company or companies  qualified to do business in  Massachusetts.  Such Policies
shall (i) indemnify  Tenant  against all claims and damages for any injury to or
death of persons  or damage to  property  which may be claimed to have  occurred
upon or been caused by activities or  conditions  within the Premises,  and (ii)
indemnify   Landlord  to  the  extent  any  such  claims  and  demands  are  the
responsibility  or obligation of Landlord  pursuant to this Lease or as a matter
of law, and (iii) name the Landlord and any agent as an additional insured party
as its interest may appear and shall be in the following minimum amounts (unless
other amounts are specified oil the Data Page):  Personal injury including death
 $250,000  for each person and $500,000 for each  accident:   Property  damage -
$50,000. Prior to occupancy.  certificates of such policy or policies evidencing
such coverage together with proof of payment shall be delivered to Landlord, who
upon request shall be entitled to examine such policies. Such certificates shall
state that said  policies may not be  cancelled or altered  without at least ten
(10) days prior  written  notice to Landlord and Tenant.  The minimum  insurance
limits set forth  above may be modified  from time to time by written  notice to
Tenant, Tenant shall ensure that all of its agents,  servants,  joint venturers,
independent  contractors,  and business invitees who perform services on, about,
or from the Premises are covered by such notices or, if not.  maintain  adequate
insurance in amounts at least equal to the above:  and, at  Landlord's  request,
Tenant will  furnish  evidence  of such  coverage.  If Tenant  fails to maintain
proper insurance coverage, Landlord at its option may procure such insurance and
Tenant shall
<PAGE>
pay Landlord for all costs of same as Additional  Rent  hereunder  promptly upon
billing.

         L.       Liens.  Tenant  shall not  permit to be  created  or suffer to
exist any lien or encumbrance upon any part of the Premises,  Tenant's  interest
in the Premises,  the  Building,  or Lot which may be  attributable  to any act,
agreement  or  omission  of  Tenant  and  shall.  whenever  such  lien is  filed
purporting  to be for labor or material  furnished to the Tenant or other cause,
discharge the same of record within thirty (30) days after the date of filing.

         M.       Waste. Tenant shall not injure. overload, damage or deface the
Premises, nor suffer or permit this to be done, nor commit waste, nor permit any
hole to be  drilled  or made in the  stone or  brickwork  of the  Building.  nor
obstruct in any manner any  portion of the  Building  not hereby  demised or the
sidewalks or approaches to the Building or Lot.

         N.       Parkinq.  Landlord  reserves  the right to  designate  certain
parking  areas on or about the  Building or Lot as permitted  or  prohibited  to
Tenant  and/or  Tenant's  employees,  agents,  servants,  licensees,   invitees,
and-other  visitors:  to require any of these  persons to place upon their motor
vehicles  markers  indicating  their  status,  which markers will be supplied by
Landlord:  and to tow or store at the  expense  of Tenant or of the  owner,  the
motor  vehicle  of any  of  Tenant's  employees,  agents,  servants,  licensees,
invitees, and visitors who fail to obey any designations,  requirements,  rules.
or  regulations  made by Landlord with respect to parking.  Notwithstanding  the
foregoing,  Tenant shall have exclusive  right to use the four parking spaces in
front of the Premises for its customers and the first four parking  spaces along
the' row  opposite  the western  side of the Premises as shown on Exhibit D. The
Tenant may place signs so designating this exclusive use for its customers.

         0.       Rules and  Regulations.  The  Building  Rules and  Regulations
effective  as of the  Commencement  Date are  attached  hereto as Exhibit E: but
Landlord  shall  have the  right to  change  said  rules,  Any  such  rules  and
regulations  as Landlord may make for general  application  shall be  faithfully
observed  and  performed  by  Tenant  and by the  agents,  employees,  servants,
licensees,  invitees, and visitors of Tenant, and all such rules and regulations
(as they may be amended from time to time). Landlord shall not be responsible to
Tenant or to Tenant's  agents,  employees,  servants,  licensees,  invitees,  or
visitors  for  failure to enforce  any of the rules and  regulations  or for the
nonobservance  or  violation of any of said rules and  regulations  by any other
tenant or person, or for the nonobservance or violation of or failure to enforce
or to perform the provisions of any other lease. Landlord agrees that such rules
and  regulations  shall be uniformly  applicable  to and enforced  against other
Tenants and that they shall not amend, alter. or modify the terms and conditions
set forth in this Lease.

         ARTICLE VIII - SUBORDINATION AND NON-DISTURBANCE

         This Lease is and shall be subject  and  subordinate  to any  mortgages
which may now or hereafter affect Landlord's  interest in the Lot or Building or
both. to any advance made thereunder, and to all renewals. modifications.
<PAGE>
consolidations replacements, and extensions of such mortgages. The subordination
set  forth  herein  shall  be  automatic  and  self-operative,  and  no  further
instrument of  subordination  shall be  required.  but in  confirmation  of such
subordination.  Tenant shall, on demand,  execute  promptly any certificate that
Landlord requests.  Tenant hereby irrevocably  constitutes and appoints Landlord
the  attorney-in-fact  of Tenant to execute,  acknowledge,  and deliver any such
certificate or certificates for and on behalf of Tenant.  Tenant shall attorn to
any mortgagee or other person that,  through  foreclosure  or otherwise  becomes
owner of the Building and.  provided Tenant is not in default hereunder such new
owner will recognize  this Lease.  No mortgagee or other person will be bound by
payment of rent or other  charges  made by Tenant more than one month in advance
of its due date,  nor bear any liability for acts or omissions of Landlord under
this Lease.  Prior to the effective date of any  subordination set forth in this
Clause.  Landlord  agrees to obtain from any  mortgagee a  "Non-Disturbance  and
Consent to Lease" in the form shown as Exhibit F attached hereto.

         ARTICLE IX - TENANT ESTOPPEL

         From  time to time on  request.  Tenant  will  deliver  to  Landlord  a
statement in writing  certifying that this Lease is unmodified and in full force
and effect (or that the same is in full force and effect as modified and stating
the  modifications):  the dates to which rent and other  charges have been paid:
whether  Tenant has exercised any options to extend the term of this Lease:  and
whether Landlord is in default. and if so. specifying each such default.  Tenant
shall complete.  execute. and return Tenant Estoppel to Landlord within ten (10)
days of its receipt by Tenant

         ARTICLE X - TRADE FIXTURES AND EQUIPMENT

         Any  trade  fixtures  or  equipment  installed  in or  attached  to the
Premises and all other  property of Tenant which was personal  property prior to
its  installation.  regardless  of how  attached  or  affixed  to  the  Premises
including any A.T.M. or other machine or equipment, shall remain the property of
Tenant and Tenant  shall.  except if Tenant is in default or otherwise  provided
herein.  have the right to remove its trade  fixtures.  equipment  and  property
which it may have installed in or attached to the Premises.  during the term. or
within a reasonable time after any accelerated  termination  thereof or within a
reasonable  time after any  permitted  holding over:  but Tenant shall  promptly
repair in a workmanlike  manner any damage  resulting  from such removal,  shall
plug or close in an approved  manner,  any  connection  to sources of gas,  air.
water. electricity. heat or cooling. and shall do whatever is necessary so as to
leave the Premises undefaced.

         ARTICLE XI - EMINENT DOMAIN

         A. If the Premises or any part thereof.  or the whole or any major part
affecting  premises  of the  building  or Lot is taken  for any  street or other
public use, by action of the Town or other authorities, or if Landlord or
<PAGE>
Tenant is  entitled  to  compensation  by reason of  anything  lawfully  done in
pursuance of any public  authority,  then at Landlord's  election this Lease and
the term shall terminate, even if Landlord's entire interest is divested by such
taking. If as a result of a taking or damage or destruction of the Premises, the
same or any part  thereof is  rendered  unfit for use and  occupation,  the rent
shall be abated proportionately according to the nature and extent of the injury
to the Premises  until the Premises or, in case of such taking.  what may remain
thereof,  shall  have been put in proper  condition  Notwithstanding  the above,
should twenty  percent  (20%) of the Net Rentable  Area of the Premises  (unless
Landlord furnished equivalent space) be so rendered  untenantable.  Tenant shall
also have the option to terminate the Lease. Any election to terminate by either
party shall be made not later than thirty (30) days after it receives  notice of
such taking or action or of the occurrence of such damage.

         B.       Landlord  reserves  and excepts  from this Lease all rights to
damages resulting from the taking for public use of the Premises, Building, Lot,
or any part thereof,  or right to appurtenant  thereto, or privilege or easement
in, through, or over the same, and by way of such confirmation of the foregoing.
Tenant hereby grants all rights to such damages  previously  accrued or accruing
during  the term to  Landlord.  and the right to  prosecute  any and all  claims
therefore. to have and to hold for Landlord forever.

         ARTICLE XII - FIRE AND OTHER DAMAGE

         A.       Partial  Destruction.  If  the  Premises  shall  be  partially
damaged  by fire or other  cause  without  the fault or  neglect of Tenant or of
Tenant's servants,  employees,  agents,  visitors or licensees.  the Lease shall
remain in effect and the damages (not including  damages to Tenant's  additions.
improvements.  alterations.  fixtures, equipment. or personal property) shall be
repaired  by and at the expense of  Landlord  and the rent shall be  apportioned
according  to the part of the  Premises  which is usable by  Tenant  until  such
repairs are made.  But if such partial  damage is due to the fault or neglect of
Tenant or of Tenant's servants,  employees,  agents, visitors or licensees,  the
damage shall be repaired by Landlord at Tenant's sole cost and expense and there
shall be no  apportionment or abatement of rent. Such repairs shall be commenced
within  ninety (90) days of the damage and completed  within one hundred  eighty
(180) days thereafter or the Tenant may at its option terminate this Lease.

         B.       Total Destruction. If the Premises or a substantial portion of
the  public  areas of the  Building  are  totally  damaged  or  rendered  wholly
untenantable  by fire or other cause,  or ordered to be demolished by the action
of any public  authority,  Landlord or Tenant.  may within sixty (60) days after
such fire or other cause, give notice in writing of termination of the Lease and
thereupon the term shall expire upon the date stated in the notice,  which shall
be no earlier than the thirtieth (30th) day after such notice is given. Landlord
has the right to re-construct the Premises without Tenant  terminating lease, if
such repairs commence within ninety (90) days of damage and are completed within
one hundred  eighty (180) days  thereafter.  If the Lease is not so  terminated.
Landlord shall restore the same to a condition substantially
<PAGE>
suitable  for their  intended  use within six (6) months after the fire or other
casualty,  if not,  then Tenant may  terminate  this Lease by written  notice to
Landlord.  Under no circumstances shall Landlord be liable to Tenant for loss or
damage caused by Landlord's  failure or refusal to restore the Premises or other
damaged  areas.  If Tenant  shall not be in default  under this Lease,  then all
rents shall be adjusted and  apportioned as of the date of the fire or casualty:
provided,  however, that if the Premises or Building were damaged as a result of
any fault of or attributable to Tenant, Tenant's rental obligations shall not be
apportioned but shall continue to the Expiration Date.

         C.       Waiver of  Subrogation.  Landlord and Tenant will each use its
best effort to cause all policies of fire, extended coverage, and other physical
damage insurance covering the Premises,  the Building,  and any property therein
to contain the insurer's waiver of subrogation and consent to pre-loss waiver of
rights over by the insured.  Effective only when permitted by the policy or when
use of its good faith efforts could have obtained such a clause at no additional
cost or premium, Landlord and Tenant respectively waive all claims and rights to
recover  against  the other in event of insured  loss or damage to the extent of
insurance proceeds collected by the damaged party.

         ARTICLE XIII - TENANT'S DEFAULT

         If (a) Tenant  fails to pay any and all rents or other sums  payable by
Tenant to Landlord  hereunder within ten (10) days after written notice:  or (b)
if Tenant fails to perform or observe any other covenant or  undertaking  herein
on its part to be performed  and observed for a period of thirty (30) days after
notice from  Landlord of breach of such  covenant:  or (c) if the estate  hereby
created is taken by  execution  or by other  process of law and not  redeemed by
Tenant within ninety (90) days  thereafter:  or (d) if proceedings for corporate
reorganization or arrangement under the Bankruptcy Laws of the United States. or
any laws supplementary or amending such reorganization or arrangement: or (e) if
any assignment is made of Tenant's property for the benefit of creditors: or (f)
if any  proceedings  are instituted by or against Tenant under any bankruptcy or
insolvency  law,  or if a  receiver  for  Tenant  or other  similar  officer  is
appointed,  and if any of  said  proceedings  or  the  said  appointment  of any
receiver or similar  officer is not contested  and dismissed  within ninety (90)
days  after  the  institution  or  appointment   thereof:   then  Landlord  may,
immediately or at any time thereafter  (notwithstanding any license or waiver of
any  former  breach or waiver  and the  benefit  hereof,  or consent in a former
instance)  and  without  demand or notice  or need to comply  with any  statutes
relating  to  summary  process.  in  person or by agent or  attorney,  enter the
Premises (forcibly,  if necessary) or any part thereof and repossess the same as
of its former estate,  or terminate this Lease by written notice to Tenant,  and
in either case expel  Tenant and those  claiming  through or under it and remove
their effects  without being deemed guilty of any manner of trespass and without
prejudice  to any remedy  which  otherwise  might be used for arrears of rent or
breach of  covenant.  and upon entry or notice as  aforesaid  this  Lease  shall
terminate.   Tenant  hereby  waives  all  statutory  rights  (including  without
limitation right of redemption) to the extent such rights may be lawfully waived
with  respect  to  such  actions  by  Landlord,  Notwithstanding  anything  else
contained herein. Tenant shall not be deemed to be in non-monetary default
<PAGE>
unless such  default  remains  uncured for more than thirty (30) days  following
written  notice from Landlord  specifying  the nature of such  default,  or such
longer  period as may be  reasonably  required to correct such default  Tenant's
liability  for  maintenance  and repair  shall  always be limited to the cost of
accomplishing such maintenance or repair.

         ARTICLE XIV - LANDLORD'S DEFAULT

         Notwithstanding  anything else contained herein,  Landlord shall not be
deemed to be in default unless such default remains uncured for more than thirty
(30) days  following  written  notice from Tenant  specifying the nature of such
default,  or such longer  period as may be  reasonably  required to correct such
default Landlord's  liability for maintenance and repair shall always be limited
to the cost of  accomplishing  such  maintenance  or repair,  In no event  shall
Landlord be liable for any consequential or indirect damages.

         ARTICLE XV - LANDLORD'S REMEDIES

         If this Lease is terminated as provided in Article XIV or otherwise for
Tenant's  breach or default,  Tenant  shall  forthwith  pay to Landlord all sums
which were due prior to the date of such termination and Tenant shall pay on the
days  originally  fixed  herein for the  payment  thereof  amounts  equal to the
several  installments of Base Rent, all Additional  Rent,  estimated  Additional
Rent,  and any and all other charges as they would have become due if this Lease
had not been terminated,

         As an  alternative.  at the election of Landlord,  Tenant will,  at the
time of such termination,  pay to Landlord, as liquidated damages, the amount of
the excess, if any, of the present value at the time of termination of the total
rent and other  benefits  which would have accrued to Landlord for the remainder
of the term over and above the fair market rental value of the Premises for said
remainder of the term For the purpose of this paragraph, the total rent shall be
computed  by  assuming  that  Tenant's  share of real  estate  taxes,  operating
expense,  and  other  charges  would  be the  amount  thereof,  (if any) for the
immediately preceding year of the term.

        As an additional and cumulative  remedy,  Tenant agrees (i) to indemnify
and hold Landlord harmless from and against all expenses, together with interest
from the date such  expense is  incurred  at the rate set forth in  Article  XVI
below,  which  Landlord  may incur in  collecting  such  amount or in  obtaining
possession of, or in re-letting the Premises, or in defending any action arising
as a result of or in connection with a default,  including  without  limitation.
legal  expenses,  attorney's  fees,  brokerage fees, and the cost of putting the
Premises in good order or preparing the same for rental:  (ii) that Landlord may
re-let the Premises or any part or parts thereof, either in the name of Landlord
or otherwise,  for a term or terms which, at Landlord's option, may be less than
or exceed the period which would  otherwise have  constituted the balance of the
term and may grant  concessions or free rent for a reasonable  time. The failure
of Landlord to re-let the Premises or any part thereof shall not release  Tenant
or affect  Tenant's  liability for damage Any suit brought to collect the amount
of deficiency for any month shall not prejudice the right
<PAGE>
of Landlord  to collect the  deficiency  for any  subsequent  month by a similar
proceeding,  Landlord  may make  such  alterations,  repairs,  replacements  and
decorations on the Premises which in Landlord's  sole judgement are advisable or
necessary  for the purpose of re-letting  the  Premises,  and the making of such
alterations or decorations  shall not release Tenant from any liability.  In the
event the Premises  are relet by Landlord.  Tenant shall be entitled to a credit
in the net amount of rent received by Landlord,  after deduction of all expenses
incurred in  connection  with  Tenant's  default,  re-letting  the  Premises and
collecting the rent.

         Tenant  further  agrees that if it fails to remove any of its  property
from the Premises within five (5) days of  termination.  Landlord is authorized,
in its sole option, and in Tenant's name and on its behalf,  either (i) to cause
such  property  to be removed  and placed in storage  for the account and at the
expense of Tenant:  or (ii) to sell such property at public or private sale with
or without notice. and to apply the proceeds,  after the payment of all expenses
of removal,  storage and sale, to the  indebtedness  of Tenant to Landlord,  the
surplus, if any, to be paid to Tenant.

         ARTICLE XVI - INTEREST

         All payments due  hereunder by Tenant shall bear a late charge of three
(3%)  percent  of the  total-amount  due if not paid  within ten (10) days after
written notice.

         ARTICLE XVII - BROKER

         Tenant  and  Landlord   represent  that  they  have  not  contacted  or
negotiated  with any broker in  connection  with this Lease,  except for Wingate
Management Company and except for Charles M. Thompson and CEK Properties,  Inc.,
and will indemnify and hold each other  harmless if such warranty  proves false,
Landlord accepts the responsibility for the payment of-Broker's fees, if any are
due to Wingate Mangement  Company,  Charles M. Thompson or CEK Properties,  Inc,
and will hold the Tenant harmless against any claims actions or damages for such
Broker's fees.

         ARTICLE XVIII - QUIET ENJOYMENT

         Upon Tenant  observing and performing  all of the terms,  covenants and
conditions in this Lease,  Tenant shall  peaceably and quietly have and hold the
Premises.  without  hindrance or molestation  by any person or persons  lawfully
claiming by, through, or under Landlord subject to the terms of this Lease,

         ARTICLE XIX - NOTICES

         All notices or other  communications shall be given by registered mail,
return receipt requested. and shall be duly served upon mailing, All notices for
Landlord shall be addressed to Landlord.  451 Andover  Street,  Suite 210, North
Andover, Massachusetts 01845, or to such other place or person that may
<PAGE>
be designated by written notice to Tenant,  with a copy so mailed,  or delivered
in hand. to the site office of the Building Manager:  and to the Tenant prior to
its  occupancy  of the  Premises,  at its address as set forth on the Data Page,
and,  following  occupancy,  at the  Premises  or to such other  place as may be
designated by written notice to Landlord.

         ARTICLE XX - ENTIRE AGREEMENT

         This Lease,  including the Data Page and any Exhibit  attached  hereto.
sets forth the entire agreement between the parties hereto, supersedes all prior
dealings,  and cannot be modified or amended  except in writing duly executed by
the respective parties.

         ARTICLE XXI - PARTIAL INVALIDITY

         The invalidity of one or more phrases,  sentences,  clauses or Articles
contained in this Lease shall not affect the remaining portions of this Lease or
any  part  thereof,  and in the  event  that  any one or  more of such  phrases,
sentences,  clauses or Articles  should be declared  invalid by the final order,
decree or judgement of a court of  competent  jurisdiction,  this Lease shall be
construed as if such  invalid  phrases,  sentences,  clauses or Articles had not
been inserted in this Lease.

         ARTICLE XXII - HOLDOVER

         If Tenant remains in the Premises  beyond the expiration of this Lease,
such holding over shall not be deemed to create any tenancy, but Tenant shall be
a Tenant at sufferance  only, at one hundred  fifteen percent 115%)  of the last
rent paid by the  Tenant  and other  charges  under  this  Lease,  However,  all
conditions of this Lease to be performed by Tenant shall  continue in force.  At
the option of Landlord expressed in written notice to Tenant, but not otherwise,
such  holding  over shall  constitute a renewal of the Lease for a period of one
year.

         ARTICLE XXIII - NON-WAIVER PROVISION

         No  assent.  express  or  implied,  by  Landlord  to any  breach of any
agreement or condition herein contained on the part of Tenant to be performed or
observed,  and no waiver, express or implied, of any such agreement or condition
shall be deemed to be a waiver of or assent to any succeeding breach of the same
or any other agreement or condition, the acceptance by Landlord of rent or other
payment hereunder or silence by Landlord as to any breach shall not be construed
a waiving any of  Landlord's  rights  hereunder  unless such waiver  shall be in
writing.  No payment by Tenant or  acceptance by Landlord of a check of a lesser
amount than shall be due Landlord from Tenant shall be deemed to be anything but
payment on  account,  and the  acceptance  by  Landlord  of a check for a lesser
amount with an  endorsement or statement  thereon or upon a letter  accompanying
said check that said lesser amount is payment in full shall not be
<PAGE>
deemed in accord and  satisfaction.  and Landlord may accept said check  without
prejudice to recover the balance due or pursue any other remedy

         ARTICLE XXIV - PERSONS AND PROPERTY BOUND

         The  word  "Landlord"  shall  mean  and  bind  Landlord  and its  legal
representatives,  successors  and assigns.  and the word "Tenant" shall mean and
bind  Tenant and its heirs,  legal  representatives,  successors  and  permitted
assigns,  or those in any manner claiming through or under said Tenant,  in each
case  where the  context  so admits  Tenant  hereby  agrees  for itself and such
succeeding holder of its interest, or any portion thereof, (i) that Landlord and
its successors in interest  shall not be liable for acts and occurrence  arising
from and after the transfer of their interest as Landlord  hereunder,  (ii) that
any judgement,  decree or award obtained against Landlord or any successor which
is in any manner  related to this Lease,  and the  Premises,  or Tenant's use or
occupancy  of the Premises or  Building,  whether at law or in equity,  shall be
satisfied  out of  Landlord's  equity in the  Building and the Lot to the extent
then  owned by  Landlord  or such  successor,  and  (iii)  that  Tenant  and its
successors  shall look only to such assets and to no other assets of Landlord or
its successor for satisfaction

         ARTICLE XXV - AMERICANS WITH DISABILITIES ACT COMPLIANCE

         Landlord  acknowledges its responsibility to make the Lot and Buildings
comply with the  requirements  of the  Americans  with  Disabilities  Act 42 USC
#12101  and the  regulations  and  Accessibility  Guidelines  for  Building  and
Facilities  issued  pursuant  thereto  ("ADA  Requirements").  Tenant  shall  be
responsible for their Premises meeting ADA Requirements.

         ARTICLE XXVI - COUNTERPARTS AND HEADNOTES

         This Lease is executed in two or more identical  counterparts.  each of
which is an original  that may be introduced in evidence or used for any purpose
The headnotes  throughout  this Lease are for convenience or reference only, and
shall  in no way be  deemed  to  limit,  modify,  or add to the  interpretation,
construction or meaning of any provision of this Lease.

         ARTICLE XXVII - RECORDING OF LEASE

         This Lease shall not be recorded, but a notice of Lease may be recorded
at the request of Landlord or Tenant in the form attached hereto as Exhibit G.
<PAGE>



         ARTICLE XXVIII - LAW

         This Lease shall be governed by, and  interpreted  in accordance  with,
the laws of the Commonwealth of Massachusetts.  Executed  under seal on the 18th
day of April, 1994.

LANDLORD:                      THE TITLED CORPORATION, TRUSTEE OF
                               451 ANDOVER STREET REALTY TRUST

                               By: /s/ Edward J. Dziadul
                               -------------------------------------------
                                  Edward J. Dziadul,  President

                               DATE:                4/18/94

TENANT:                        IPSWICH SAVINGS BANK

                               By: /s/ David L. Grey
                               -------------------------------------------
                                      David L. Grey
                               TITLE: President

                               DATE:   4/25/94
                               -------------------------------------------
<PAGE>
                                     RIDER 1

                                TO LEASE BETWEEN
                         451 ANDOVER STREET REALTY TRUST
                            AND IPSWICH SAYINGS BANK

1.1      REGULATORY APPROVAL:  This Lease is subject to the TENANT attaining all
necessary  governmental  regulatory  approvals  to operate a retail  bank branch
office at the Premises.  Upon  execution of this Lease,  the TENANT,  at its own
expense, shall diligently commence efforts to obtain said approvals.  The TENANT
shall  obtain  said  approvals  within one hundred and fifty (150) days from the
execution of this Lease. The TENANT, at its option,  may extend this time period
for an additional  ninety (90) days. If TENANT has not obtained  said  approvals
within said one hundred and fifty (150) days or two hundred and forty (240) days
if the TENANT  exercises  its option to extend  LANDLORD or TENANT may terminate
this  Lease.  Regardless  of  anything  else  contained  herein,  the TENANT may
terminate this Lease at anytime prior to the commencement  date if it receives a
negative determination from any governmental regulatory body.

1.2      COMMENCEMENT  DATE: This Lease shall commence sixty (60) days after all
necessary  governmental regulatory  approvals   to operate a retail  bank branch
office at the  Premises  have been  granted to TENANT and all appeals  from such
approvals have been successfully concluded.

1.3      "DRIVE  THROUGH  WINDOW"  APPROVALS:  Upon  execution of this Lease the
LANDLORD shall diligently  commence and pursue efforts including but not limited
to retaining counsel,  architect and planners,  preparing plans. applying to the
appropriate  Boards or Commissions and completing  expeditiously  the processing
through  said  Boards  or  Commissions  to  obtain  all  necessary  governmental
approvals  allowing  the  construction  of  a  two  bay  "drive  through  window
reasonably  satisfactory to the TENANT If the LANDLORD does not obtain approvals
for the said "drive through window" or does not obtain the approvals until after
the Lease has commenced  then the Rent shall be reduced as per Rider 2.2. If the
LANDLORD does obtain said approvals after the  Commencement  Date. the said Rent
reduction shall be prorated to the date that said approvals have been attained.

1.4      LEASEHOLD  IMPROVEMENTS:  The TENANT  shall  undertake  and pay for all
leasehold  improvements  to the Premises  including but not limited to the above
mentioned  "drive  through  window" It being  understood  that the TENANT  shall
perform leasehold  improvements to the Premises, not including the "drive though
window"  of  approximately   $30,000.00  or  more.  Tenant  shall  certify  the
improvements  it has  performed  and the  costs  incurred  as a result  of those
improvements  within  sixty (60) days  after  improvements  have been  completed
Tenant improvement work will be performed by the Tenant in good, workmanlike and
lien-free  manner. in compliance with all applicable laws and regulations and in
a manner that minimizes to the extent possible interference with other occupants
of the building.

         The LANDLORD  agrees that TENANT may offset against the monthly RENT up
to the amount of $30,000. the cost of the Leasehold Improvements,
<PAGE>
        Before the TENANT  commences  any  leasehold  improvements  the LANDLORD
shall  approve  the  leasehold   improvements.   said  approval   shall  not  be
unreasonably withheld.

1.5      RIGHT TO  EXTEND:  Provided  the TENANT is not in default of any of the
terms and  conditions  of this  LEASE and  provided  that the  TENANT  gives the
LANDLORD six (6) months prior written notice, the LESSEE shall have the right to
extend  this lease for three (3) five (5) year terms The RENT for the  extension
terms shall be as detailed in Rider 2.1 or 2.2 as appropriate under Rider 1.3.

1.6      SIGNS:  TENANT shall be allowed to install and shall pay for signage on
the sides of the building  where the Premises are located as well as a sign over
the door that leads to the  existing  walk-in  teller and signs on both sides of
the drive up window all as shown on Exhibit B. The size.  shape.  materials  and
color of the signs shall be in  conformity  with the  building  design and shall
require the written  approval of the LANDLORD.  which shall not be  unreasonably
withheld  The  TENANT  shall be  allowed  to  install  and  shall pay for a free
standing sign to be placed on either  Andover  Street or Turnpike  Street If the
freestanding  sign is located on Turnpike  Street it shall be located no further
north than the PREMISES. In addition. TENANT may erect an additional sign on the
Route 133 side of the Property and  LANDLORD  recognizes  and agrees that TENANT
may obtain permission from the adjacent property owner to erect such a sign. The
size. shape. materials and color of-the signs shall require the written approval
of the  LANDLORD  which  shall not be  unreasonably  withheld  All signs will be
subject to governmental approval. and that the tenant will maintain the signs at
its cost  and  comply  with all  applicable  laws in the  installation,  use and
maintenance of the signs All such signs shall remain the property of the Bank.
<PAGE>
                                    RIDER 2.1
                                TO LEASE BETWEEN
                         451 ANDOVER STREET REALTY TRUST
                            AND IPSWICH SAVINGS BANK
                               RENT WITH DRIVE-UP
                                    BASE TERM
<TABLE>
<CAPTION>
       YEAR                     YEARLY RENT              MONTHLY RENT
<S>                             <C>                       <C>
         1                      $ 65,568.00               $ 5,463.98

         2                      $ 67,535.00               $ 5,627.90

         3                      $ 69,561.00               $ 5,796.74

         4                      $ 71,648.00               $ 5,970.64

         5                      $ 73,797.00               $ 6,149.76
</TABLE>

                                  FIRST OPTION
<TABLE>
<CAPTION>
       YEAR                     YEARLY RENT              MONTHLY RENT
<S>                             <C>                       <C>
         1                      $ 76,011.00               $ 6,334.25

         2                      $ 78,291.00               $ 6,524.28

         3                      $ 80,640.00               $ 6,720.01

         4                      $ 83,059.00               $ 6,921.61

         5                      $ 85,551.00               $ 7,129.25
</TABLE>

                                  SECOND OPTION
<TABLE>
<CAPTION>
      YEAR                     YEARLY RENT              MONTHLY RENT
<S>                             <C>                       <C>
        1                       $ 88,118.00               $ 7,343.13

        2                       $ 90,761.00               $ 7,563.43

        3                       $ 93,484.00               $ 7,790.33

        4                       $ 96,288.00               $ 8,024.04

        5                       $ 99,177.00               $ 8,264.76
</TABLE>

<PAGE>
                                    RIDER 2.1
                                TO LEASE BETWEEN
                               451 ANDOVER STREET
                                  REALTY TRUST
                             AND IPSWICH SAVINGS BANK

                                    Page Two

<TABLE>
<CAPTION>
                                  THIRD OPTION

      YEAR                     YEARLY RENT              MONTHLY RENT
<S>                             <C>                       <C>
        1                       $ 102,152.00              $ 8,512.70

        2                       $ 105,217.00              $ 8,768.08

        3                       $ 108,374.00              $ 9,031.13

        4                       $ 111,625.00              $ 9,302.06

        5                       $ 114,973.00              $ 9,581.12
</TABLE>
<PAGE>
                                    RIDER 2.2
                                TO LEASE BETWEEN
                               451 ANDOVER STREET
                                  REALTY TRUST
                            AND IPSWICH SAVINGS BANK

                             RENT WITHOUT DRIVE-UP

                                    BASE TERM
<TABLE>
<CAPTION>
      YEAR                     YEARLY RENT              MONTHLY RENT
<S>                             <C>                       <C>
        1                       $ 50,000.00               $ 4,166.67

        2                       $ 51,500.00               $ 4,291.67

        3                       $ 53,045.00               $ 4,420.42

        4                       $ 54,636.00               $ 4,553.03

        5                       $ 56,275.00               $ 4,689.62
</TABLE>


                                  FIRST OPTION

<TABLE>
<CAPTION>
      YEAR                     YEARLY RENT              MONTHLY RENT
<S>                             <C>                       <C>

        1                       $ 57,964.00               $ 4,830.31

        2                       $ 59,703.00               $ 4,975.22

        3                       $ 61,494.00               $ 5,124.48

        4                       $ 63,339.00               $ 5,278.21

        5                       $ 65,239.00               $ 5,436.56
</TABLE>

                                  SECOND OPTION
<TABLE>
<CAPTION>

      YEAR                     YEARLY RENT              MONTHLY RENT
<S>                             <C>                       <C>
        1                       $ 67,196.00               $ 5,599.66

        2                       $ 69,212.00               $ 5,767.65

        3                       $ 71,288.00               $ 5,940.68

        4                       $ 73,427.00               $ 6,118.90

        5                       $ 75,630.00               $ 6,302.46
</TABLE>

<PAGE>
                                    RIDER 2.2
                                TO LEASE BETWEEN
                         451 ANDOVER STREET REALTY TRUST
                            AND IPSWICH SAVINGS BANK

                                    Page Two

                                  THIRD OPTION

<TABLE>
<CAPTION>
      YEAR                     YEARLY RENT              MONTHLY RENT
<S>                             <C>                       <C>

        1                       $ 77,898.00               $ 6,491.54

        2                       $ 80,235.00               $ 6,686.28

        3                       $ 82,642.00               $ 6,886.87

        4                       $ 85,122.00               $ 7,093.48

        5                       $ 87,675.00               $ 7,306.28
</TABLE>
<PAGE>
                          NORTH ANDOVER LEASE EXHIBITS

EXHIBIT A:        Building Plan of Suite

EXHIBIT B:        Plan of drive-through, access and egress

EXHIBIT C:        Landlord' s Renovations

EXHIBIT D:        Plan of parking spaces for exclusive use of Bank

EXHIBIT E:        Building Rules and Regulations

EXHIBIT F:        Non-Disturbance and Consent to Lease

EXHIBIT G:        Notice of Lease
<PAGE>
                                    EXHIBIT B

                          Plan of drive-through, access
                                   and egress
<PAGE>
                                    EXHIBIT C

                             Landlord's Renovations
            {Not Applicable - Tenant undertaking improvements as per
            Rider 1, Section 1.4l

                                    EXHIBIT D

                Plan of parking spaces for exclusive use of Bank

<PAGE>
                                    EXHIBIT E

                 BUILDING RULES AND REGULATIONS ATTACHED TO AND
                            MADE A PART OF THIS LEASE
                       IN ACCORDANCE WITH ARTICLE VII (0)

                           Effective February 17, 1984

         1.       The  sidewalks,   entrances,   driveways,   passages,  courts,
elevators, vestibules,  stairways, corridors or halls shall not be obstructed or
encumbered  by any Tenant or used for any purpose  other than for ingress to and
egress from the demised  premises and for delivery of merchandise  and equipment
in a prompt and efficient manner using elevators and passageways  designated for
such  delivery  by  Landlord.  There  shall not be used in any space,  or in the
public hall of the building, either by any Tenant or by jobbers or others in the
delivery or receipt of merchandise,  any hand trucks, except those equipped with
rubber tires and sideguards.

         2.       The water and wash closets and plumbing  fixtures shall not be
used for any  purposes  other  than  those  for  which  they  were  designed  or
constructed and no sweepings,  rubbish, rags, acids or other substances shall be
deposited  therein,  and  the  expense  of any  breakage,  stoppage,  or  damage
resulting  from the  violation of this rule shall be borne by the Tenant who, or
whose clerks, agents, employees or visitors, shall have caused it.

         3.       No carpet, rug or other article shall be hung or shaken out of
any window of the  Building;  and no Tenant shall sweep or throw or permit to be
swept or thrown from the demised  premises any dirt or other substances into any
of the  corridors  or  halls,  elevators,  or out of the  doors  or  windows  or
stairways of the Building and Tenant shall not use, keep or permit to be used or
kept any foul or noxious gas or substance  in the demised  premises or permit or
suffer the demised to be occupied or used in a manner offensive or objectionable
to Landlord or other  occupants of the Building by reason of noise,  odor and/or
variations,  or interfere in any way with other Tenants or those having business
therein,  nor shall any  animals or birds be kept in or about the  Building.  No
bicycles  or  vehicles  of any kind  shall be  brought  or kept in or about  the
Premises.

         4.       No  awnings  or other  projections  shall be  attached  to the
outside walls of the Building without the prior written consent of Landlord.

         5.       No sign,  advertisement,  notice or other  lettering  shall be
exhibited,  inscribed,  painted  or  affixed  by any  Tenant  on any part of the
outside of the demised  premises or the Building or on the inside of the demised
premises  if the same is visible  from the outside of the  premises  without the
prior  written  consent  of  landlord.  In the  event  of the  violation  of the
foregoing by any tenant, Landlord may remove same without any liability, and may
charge the expense incurred by such removal to Tenant or Tenants  violating this
rule.  Interior signs on doors and directory tablet shall be inscribed,  painted
or affixed for
<PAGE>
each Tenant by Landlord at the expense of such Tenant,- and shall be of  a size,
color and style acceptable to Landlord.

         6.       No Tenant shall mark, paint,  drill into, or in any way deface
any part of the  demised  premises  of the  building  of which they form a part,
boring,  cutting or stringing  wires shall be  permitted,  except with the prior
written Landlord,  and as Landlord may direct. No Tenant shall lay linoleum,  or
other  similar floor  covering,   50 that the same shall come in direct  contact
with the floor of the demised premises,  and, if linoleum or other similar floor
covering  desired to bc used an  inter-lining  of the builder's  deadening  felt
shall be first affixed to tile floor, by a paste or other  material,  soluble in
water,  the use of cement or other similar  adhesive  material  being  expressly
prohibited.

         8.       Freight, furniture, business equipment,  merchandise and bulky
matter of any  description  shall be  delivered to and removed from the premises
only on the elevators, through the entrances and corridors, during hours, and in
the manner  approved by  Landlord.  Landlord  reserves  the right to inspect all
freight to be brought  into the  Building  and to exclude  from the Building al1
freight Which violates any of these Rules and  Regulations or the Lease of which
these rules and Regulations are a part.


         9.       Tenant shall not allow peddlers,  solicitors or beggars in the
Building and shall report such persons to the Building office.

         10.      Landlord  shall have the right to prohibit any  advertising by
any Tenant which, in Landlord's  opinion,  tends to impair the reputation of the
Building or its desirability as a building for offices,  and upon written notice
from Landlord, Tenant shall refrain from or discontinue such advertising.

         ll.      Tenant  shall not bring or permit to be  brought or kept in or
on the demised premises, any flammable, combustible or explosive fluid material,
chemical  or  substance,  or cause or  permit  any  odors  of  cooking  or other
processes, or any unusual or other objectionable odors to permeate in or emanate
from the demised premises.

         12.      Tenant shall not place objects against glass partitions, doors
or window  which  would be  unsightly  from the  Building  corridor  or from the
exterior of the Building.

         13.      Tenant shall not waste any  services-furnished by Landlord and
shall  cooperate  fully with Landlord to assure the most effective  operation of
the Building, heating and air-conditioning systems.

         14.      Tenant shall  cooperate  with Landlord in minimizing  loss and
risk thereof from fire and associated perils.

         15.      Tenant shall not use any part of the premises for  manufacture
or for the sale of  merchandise  of any kind at auction or for  storage  thereof
preliminary to such sale.
<PAGE>
         16.      Holidays,  for purposes of the building  operations,  shall be
those days upon which, in the State, the following holidays are

               New Year's Day           Labor Day
               Memorial Day             Thanksgiving Day
               Independence Day         Christmas Day

and any additional holidays that are observed which may, at any time be provided
by City, County, State or Federal Governments.

On the following holidays, the Buildings will be opened but no building services
will be provided:

               Washington's Birthday    Veteran's Day
               Patriot's Day            Martin Luther King Day
               Columbus Day

         17.      Tenants  will have their  employees  park in tho rear  parking
lots.  They will  request  their  employees  not to park in any of the  adjacent
parking spaces in the front of the buildings,  along the side or adjacent to the
buildings in back. These spaces are for clients and patients.

         18.      The area around the fenced-in  cooling tower behind the office
buildings is a restricted area and parking is not allowed.

         19.      Building Emergency List

         In the event of a Building  emergency  it is helpful  that the building
management  office and Building  security have an up-to-date list of handicapped
persons and their work location  within the Building.  It is requested  that you
keep the Building  office  up-to-date on any  additions/deletions  to this list.
lease include those persons who might be considered temporarily  handicapped due
to any injury requiring crutches, etc. that would reduce their mobility.

         20.      "Right to Know Law." (See attached letter)

         21.      The following  rules must be complied with when moving into or
out of the office buildings:

                  a.       An  insurance  certificate  from  the  mover is to be
                           submitted    to    Evergreen    Realty    Management,
                           Incorporated  at the  Building  office  prior  to the
                           move.

                  b.       The  Building  office  must be  advised in advance so
                           that pads may be put in the  elevator  to protect the
                           walls.

                  c.       When any heavy  furniture or equipment is moved it is
                           requested  that  masonite  be  placed on the floor so
                           that the rug will not be pulled up.
<PAGE>
         22.      Landlord reserves the right at any time to rescind,  alter, or
waive any Rule or  Regulation  at any time  prescribed  for the  Building and to
impose  additional  Rules and  Regulations  when, in its judgement,  it deems it
necessary,  desirable or proper for its best interest and for the best interests
of the Tenants,  and no  alteration or waiver of any Rule or Regulation in favor
of one Tenant  shall  operate as an  alteration  or waiver in favor of any other
Tenant.  Landlord shall not be responsible to any Tenant for the  non-observance
or  violation by any other  Tenant,  however  resulting,  of any of the Rules or
Regulations at any time prescribed for the Building.
<PAGE>
January 11, 1993

TO:  ALL TENANTS
     NORTH ANDOVER OFFICE PARK

RE:  "RIGHT TO KNOW" LAW

August 1, 1984 was the effective date of the Massachusetts  "Right to Know" Law.
The law is so  named  because  it deals  with  Employee's  right  to know  about
potentially hazardous chemicals in the workplace.

The law applies to any business  that  manufactures,  processes,  uses or stores
toxic or hazardous  substances.  Initially the  "Massachusetts"  Substance List"
contains over 2,500 potentially hazardous or toxic substances.

Primary  responsibility  is  placed  on  manufacturers  of  hazardous  on  toxic
substances  to prepare a  "Material  Safety  Data  Sheet" or  "MSDS"~  for their
products.  The MSDS includes information on the hazards of the substance such as
potential for fire or explosion,  health effects from exposure to the substance,
information  on proper  handling and 6, safety  precautions  in dealing with the
substance, and emergency accident procedures.

As an employer, you are required to make available at the workplace the MSDS for
each hazardous toxic substances present in the workplace. Employers who purchase
hazardous substances and do not receive a date sheet must use "diligent efforts"
to obtain the MSDS from the  manufacturer or intermediate  seller from whom they
purchased the substance  Employer must keep the  information  on file for thirty
(30) years.

Since there is a potential that Evergreen Realty Management employees could come
in contact with  substances  within your  occupied  spaces'  either under normal
operating  conditions or  unforeseeable  emergencies,  it is requested  that you
provide a copy of any MSDS in your file to Evergreen  Realty  Management   It is
our expectation  that you will comply with the law and cooperate with us so that
we can meet our obligations as an employer.

Sincerely,

NORTH ANDOVER OFFICE PARK

Patricia A. McMahan
Site Manager
<PAGE>
EXHIBIT F

REOGNITION AND NON-DISTURBANCE AGREEMENT

This  Recognition and Non-  Disturbance  Agreement dated as of , 1993, is by and
between THE MANUFACTURERS LIFE INSURANCE COMAPANY,  a Canadian  Corporation (the
"Mortgage") and , a Massachusetts corporation (the "Lessee").

Reference is made to (L) the Mortgage and Security  Agreement,  from 451 Andover
Street Realty Trust (the "Mortgagor") dated April 18, 1990 and recorded with the
Registry  in Book 3096  Page 171 (the  "Mortgage"),  and (ii) the Lease  dated ,
1993, between the Mortgagor, as lessor, and the lessee, as lessee (the "Lease"),
covering a portion of the premises described in the Mortgage.

As and inducement to the Lessee to enter into the Lease, and in consideration of
the mutual  covenants  set forth in this  Agreement the Mortgagee and the Leasee
hereby agree as follows:

1.       In the event of and entry by  Mortgagee to foreclose on the Mortgage or
         in the event of a foreclosure  of the Mortgage by entry or by sale, the
         Lessee,  if it is not  then  in  default  including  the  lapse  of any
         applicable grace notice period) with respect to any of the covenants or
         conditions  of the Lease by the  Lessee to be  performed  or  observed,
         shall peaceably hold and enjoy the demised premise for the remainder of
         the unexpired  term of the Lease  included all extension  options) upon
         the same terms,  covenants,  and conditions,  without any hindrances or
         interruptions from the Mortgagee.

2.       In the event of foreclosure of the mortgage,  the Lessee will recognize
         the Mortgagee, or its designee as its landlord for the remainder of the
         unexpired term of the Lease  including all extension  options) upon the
         covents  and  conditions  thereof  by the  lessee to be  performed  and
         observed, and the Lessee hereby agrees to effort and observe the same.

3.       As used herein  wherever  the  context so requires of admits,  the word
         "Mortgage"   includes  any  persons   claiming  through  or  under  the
         Mortgagee,  including but not limited to any  purchaser at  foreclosure
         sale and the word "Lessee" shall include its successors and assigns.
<PAGE>
IN WITNESS WHEREOF,  the parties have caused this Agreement to be executed under
seal by thgeir duly authorized officers, as of the first written.

       Mortgagee:               THE MANUFACUTER LIFE
                                INSURANCE COMPANY

                                By:
                                   ---------------------------------------------
       Lessee:


                                By:
                                   ---------------------------------------------
                                   Its President/CEO


                         COMMONWEALTH OF MASSACHUSSETTS

           COUNTY, ss.                                            ,1993
-----------                                               --------

Then personally appeared the above named                      as the
                                            of                              and
Acknowledged  the  foregoing  instrument  to  be his/her  act and deed on behalf
of           before me.


                                            ------------------------------------
                                            Notary Public
                                            My Commission Expires:

                              PROVINCE OF ONTARIO

County, ss                                                     ,1993

Then  personally  appeared  the  above  named As the of the  Manufacturers  Life
Insurance  Company and  acknowledged he foregoing  instrument to be his/her free
act and deed on behalf of the Manufacturers Life Insurance Company before me.


                                            ------------------------------------
                                            Notary Public
                                            My Commission Expires:
<PAGE>
                                    EXHIBIT G

                                 Notice of Lease


<PAGE>
                                    EXHIBIT G
                                NOTICE OF LESSEE

         Notice is hereby  given,  pursuant to the  provisions  of Chapter  183,
Section 4, of the General Laws, of the following lease:

LANDLORD:           451 ANDOVER STREET REALTY TRUST
                    c/o Wingate Management Company, Inc.
                    75 Central Street
                    Boston, MA 02109

TENANT:             IPSWICH SAVINGS BANK
                    23 Market Street
                    Ipswich, MA 01938


DATE OF EXECUTION
OE LEASE :          April , 1994

DESCRIPTION OF
DEMISED PREMISES:   Suite _ and the Area necessary for the
                    drive-through window on the premises located
                    at 451 Andover Street, North Andover

TERM OF LEASE:      Five (5) Years

COMMENCEMENT DATE:

RIG~TS OF EXTENSION

OR RENEWAL:         Three Five-year Terms

      IN WITNESS  WHEREOF,  the  undersigned  have caused this  instrument to be
executed under seal as of the  18th  day of April, 1994.

                    LANDLORD:

                    THE TITLED CORPORATION, TRUSTEE OE 451
                    ANDOVER STREET
                    REALTY TRUST

                    By:

/s/                 /s/ Edward J. Dziadul
------------------  ----------------------------------
Witness             Edward J. Dziadul, President

                    TENANT:

                    IPSWICH SAVINGS BANK

/s/                 /s/  David L Grey
------------------  ----------------------------------
Witness             David L. Grey, Presdent

<PAGE>
                                                                  April 18, 1994

         Then personally  appeared the above named Edward J. Dziadul,  President
as aforesaid,  and acknowledged the foregoing  instrument to be his free act and
deed as said Trustee, before me

                                                               /s/ Margret Braun
                        ----------------------------------       ---------------
                        | [STATE     MARGRET BRAUN       |       Notary  Public
                        |  SEAL]  My commisstion Expires |
                        |            April 4, 1998       |
My commission expires:  ----------------------------------


                     COMMONWEALTH OE MASSACHUSETTS

Essex, ss.                                                        April 25, 1994

         Then  personally  appeared the  above-named  David L. Grey President as
aforesaid,  and  acknowledged  the foregoing to be his free act and deed as said
President, before me

                                                               /s/ Mariell Lyons
                                                               -----------------
                                                                 Notary Public
My commission expires:  October 6, 2000

<PAGE>
                              IPSWICH SAVINGS BANK

Mr.  Edward J Dziadul,  President
The Titled  Corporation, Trustee
451 Andover Street Realty Trust
c/o N.P. Investment I. Co.
Renaissance Tower
1201 Elm Street
Suite 540C
Dallas, Texas 75270


Dear Mr. Dziadul:

      This  letter  shall see to confirm our  understanding  regarding two items
re1ating  to the Lease  between  451  Andover  Street  Realty  Trust and Ipswich
Savings Bank ("Bank") dated April , 1994.

      With respect to landscaped areas in front of the Premises,  we have agreed
that the Bank shall have the option to landscape such areas according to its own
design and at its own expense  subject to your  approval,  which  approval shall
not: be unreasonably withheld.

      Further, while the Bank acknowledges that you have made no representations
regarding the actual electrical charges the Bank will incur, the Bank is relying
on the attached  information attached as Exhibit 1 which you have provided to us
concerning the electrical charges incurred by your prior tenant

      Please sign this letter where indicated  below  to indicate your assent to
these clarifications of the Lease

                              Very tru1y yours,

                              IPSWICH SAVINGS BANK

                              By:/s/ David L. Grey
                                 -----------------------
                                 David L. Grey President

ASSENTED TO:

THE TITLED CORPORATION, TRUSTEE
OF 51 ANDOVER STREET REALTY TRUST

By:
  -------------------------------
   Edward J. Dziadul, President

Date:
     ----------------------------
<PAGE>
                              Lawrence Savings Bank
                            Two Year electric History
<TABLE>
<CAPTION>
             Month                     1992                 1991

<S>                                   <C>                 <C>
             January                  $675.96             $273.34
             February                 $460 50             $323.90
             March                    $366.87             $693.33
             April                    $621.68             $693.33
             May                      $500.09             $536.00
             June                     $269.13             $632.60
             July                     $332.92             $682.35
             August                   $339.47             $451.30
             September                $258 89             $219.07
             October                  $483.21             $219.07
             November                 $383.26             $494.10
             December                 $674.95             $673.92



             Monthly Average          $447.24             $491.02

</TABLE>