LEASE
                                     -----

THIS INDENTURE made as of the 27th day of February,  1998, by and between Andrew
B. Rose, Trustee of 89 Pleasant Street Realty Trust, u/d/t dated August 9, 1983
recorded with the Essex South District Registry of Deeds in Book 7347, Page 428,
and Ipswich Savings Bank.

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

     1.   Definitions.  As used  herein,  the  following  terms  shall  have the
meanings set' forth below unless the context otherwise requires:

     (a)  Lessor:  Said  Andrew B. Rose,  Trustee of 89 Pleasant  Street  Realty
          Trust.

     (b)  Lessee: Said Ipswich Savings Bank.

     (c)  Premises:  The approximately 2,112 square foot premises  cross-hatched
          on Exhibit A-l, in the Shopping Center shown on Exhibit A.

     (d)  Shopping  Center:  The  Shopping  Center  at  89  Pleasant  Street  in
          Marblehead,  Massachusetts,  shown on Exhibit A and  outlined  in bold
          lines  thereon,  and  described  by metes and bounds in Exhibit B.

     (e)  Original  Term:  The period  commencing on the  Commencement  Date (as
          hereinafter   defined)  and  ending  at  12:01  a.m.  on  fifth  (5th)
          anniversary of the Commencement  Date.

     (f)  Term: Prior to the exercise by the Lessee of the Options to Extend, if
          any, as provided in Section 3.1 hereof,  the Original Term;  after the
          exercise by Lessee of any such Option to Extend,  the Original Term as
          it may have been then extended.

     (g)  Commencement Date: The earlier of (i) sixty (60) days after the Lessee
          has obtained  all  regulatory  and other  governmental  Approvals  (as
          defined  in and more  particularly  set  forth in  Section  2  hereof)
          necessary to locate,  construct and operate a branch banking  facility
          at the  Premises;  or (ii) the date Lessee  opens for  business at the
          Premises.

     (h)  Net Minimum Rental:  Twenty One Thousand Seven Hundred fifty-three and
          60/100  ($21,753.60)  Dollars  per year during each of the first three
          (3) Lease  Years of the  Original  Term  hereof,  and  thereafter  Net
          Minimum Rental shall be adjusted as provided in Section 4 hereof.

     (i)  Lease  Interest  Rate:  The lesser of (i)  eighteen  (18)  percent per
          annum; or (ii) the maximum rate permissible  under applicable law. (i)
<PAGE>
     (j)  Lease  Year:  The  period   beginning  on  each   anniversary  of  the
          Commencement  Date during the Term.

     (k)  Permitted  Use:  Branch  banking  facility  and all uses  necessary or
          incidental thereto,  including,  without limitation,  drive-in banking
          services,  maintenance of ATM's and safe deposit facilities and office
          and office  related uses.

     (l)  Overage Rent: As defined in Section 4.1.

     (m)  Common Areas: The parking and common area or areas located adjacent to
          the Premises  and  utilized as a part of the  Shopping  Center and all
          other common areas and facilities in the Shopping  Center,  all to the
          extent  that the same may from time to time be  provided by the Lessor
          for the  convenience  of all lessees  occupying  other portions of the
          Shopping Center, their customers and invitees,  and such other persons
          as shall be permitted by the Lessor from time to time to use the same,
          subject to all of the express  terms and  provisions of Section 7.

     (n)  Lessee's  Trade  Name:  Ipswich  Savings  Bank or  Ipswich  Bank.

     (o)  Lessor's  Address:  600  Loring  Avenue,  Salem,  MA  01970-2212;

     (p)  Lessor's  Counsel:  Goldstein & Manello,  P.C.,  265 Franklin  Street,
          Boston,  MA 02110;  Attn:  Jeffrey L.  Musman,  Esquire.

     (q)  Lessee's  Address:  23 Market Street,  Ipswich,  MA 01938-2212;  Attn:
          President or Chief  Executive  Officer

     (r)  Lessee's Counsel: William Tinti, Esq., Tinti, Quinn & Merty, P.C., 222
          Essex  Street,  Salem,  MA 09170.

     (s)  Notice:  Shall mean notice as  provided  in Section 36 hereof.


     2.   The Shopping  Center and the  Premises.  The Lessor does hereby let to
the  Lessee and the  Lessee  does  hereby  hire-from  the  Lessor  the  Premises
described in Section 1 in the Shopping Center  described in Section 1, excepting
and reserving to the Lessor,  however,  (a) the right to place in, over, upon or
under the Premises (in such manner as to not  substantially  interfere  with the
Lessee's use of the Premises), utility lines, pipes and the like, to serve other
premises  in the  Shopping  Center,  and to  replace,  maintain  and repair such
utility lines,  pipes and the like, in, over, upon and under the Premises as may
have been installed  therein;  (b) all other  necessary or  customary easements,
appurtenances  and rights of access to and egress from such other premises;  and
(c) all  other  tights  reserved  by the  Lessor  in this  lease  or  otherwise,
including,  without  limitation,  the rights set forth in the third paragraph of
Section 7. In the event of any conflict between the terms and provisions of this
lease and the terms and  provisions of Exhibits A or A-l, or both, the terms and
provisions of this lease shall govern. Notwithstanding anything in this lease to
the
<PAGE>
contrary,  the Lessor reserves the right at any time or from time to time to
change the name of the Shopping  Center  described in Section  l(d).


     As soon as reasonably  practicable  after the execution hereof Lessee shall
make  application  to (i) the  Commissioner  of  Banks  of the  Commonwealth  of
Massachusetts  and any other  governmental  authority  as shall be  necessary to
locate and operate a branch banking facility of the Lessee at the Premises,  and
(ii) for all other  permits and  approvals,  from all  governmental  authorities
having jurisdiction  necessary to complete  construction of the Premises and, to
install  Lessee's  signage as  provided  in  Section 13 and to operate  Lessee's
business at the Premises (collectively,  the "Approvals").  Lessee agrees to use
its best efforts to diligently prosecute such applications,  including,  without
limitation,  paying all fees necessary to obtain such  Approvals,  and providing
such  documentation  and  information as shall be requited by such  governmental
authorities in furtherance of such applications.  If despite such efforts Lessee
has been unable to obtain such Approvals on or before July 1, 1998, Lessee shall
have the right to terminate this Lease by delivering  Notice to the Lessor on or
before such date.  Lessor agrees to cooperate with Lessee in Lessee's attempt to
obtain such  Approvals and,  where  required by such  governmental  authorities,
agrees to permit the use of Lessor's  name in  connection  therewith as owner of
the Shopping  Center.  Lessor  agrees that it will execute such  instruments  as
shall be reasonably required by such governmental  authority of the owner of the
Shopping  Center with reference to any application by Lessee  therefor,  but all
services  performed  in  connection  therewith  and all costs  incurred  and the
exercise of rights  pursuant to this Paragraph shall be at Lessee's sole expense
and risk.

     3.   Term. TO HAVE AND TO HOLD the Premises unto the Lessee during the Term
set forth in  Section  1.

        In the event that Lessee should hold over after the expiration or sooner
termination of the Term, the Term shall continue  thereafter until terminated by
either  party by not less than  thirty (30) days'  prior  written  notice to the
other,  which notice may,  however,  be given prior to the  commencement of such
holdover.  All of the terms and  provisions of this lease u1 effect  immediately
prior to such  holdover  shall be  applicable  during such  holdover and for any
further time  following the end of the Term during which the Lessee may continue
to use or occupy the  Premises,  except that the Lessee  shall pay on account of
the Net Minimum  Rental an amount equal to one and one-half  (1.5) times the Net
Minimum Rental provided in Section 1(b).


     3.1  Options-to-Extend.   Lessee  shall have (3) options to extend the Term
of this Lease for additional  periods of five (5) years each,  commencing on the
expiration  of the Original  Term, as it may have been  extended,  provided that
Lessee  shall give Lessor  Notice of the exercise of its election not later than
six (6) months prior to the  expiration of the then Term;  and provided  further
that Lessee shall not be--in:default at the time of giving of such Notice in the
performance  and  observance  of any of the terms and  agreements  in this Lease
 .contained on the part of the Lessee. to (b) performed and observed. (The option
rights  herein  granted to Lessee shall be referred  to as the "First  Option to
Extend," the "Second Option to Extend", and the "Third Option to Extend", as the
case may be, and, collectively, the "Options to Extend"; and the period by which
the Term may be extended  applicable  to such Option to Extend shall be referred
to as the "First  Option
<PAGE>
Period" the "Second Option Period",  and the "Third Option Period",  as the case
may be and, collectively,  the "Option Periods".)

     4.   Rental.  YIELDING AND PAYING therefor the Net Minimum Rental set forth
in Section 1,  payable in advance on the first day of each month during the Term
in equal monthly  installments.  A proportionate  part of the Net Minimum Rental
shall be paid for any period of the commencement of the Term which shall be less
than a full  month.  During  each of the  first  three  (3)  Lease  Years of the
Original Term hereof,  the Net Minimum Rental shall be Twenty One Thousand Seven
Hundred  fifty-three  and  60/100  ($21,753.60)  Dollars.   Thereafter  for  the
remaining two (2) years of the Original Term hereof, the Net Minimum Rental will
be  Thirty  Six  Thousand   Seven  Hundred   Forty-Eight   Thousand  and  80/100
($36,748.80)  Dollars.  In the event the Lessee  exercises  the First  Option to
Extend,  the Net Minimum  Rental for each Lease Year of the First Option  Period
shall be Forty  Thousand  Four  Hundred  Twenty  Three and  68/100  ($40,423.68)
Dollars.  In the event the Lessee exercises the Second Option to Extend, the Net
Minimum  Rental for each Lease Year of the Second  Option  Period shall be Forty
Four  Thousand Four Hundred Sixty Six and 05/100  ($44,466.05)  Dollars.  In the
event the Lessee  exercises the Third Option to Extend,  the Net Minimum  Rental
for each Lease Year of the Third  Option  Period  shall be Forty Eight  Thousand
Nine Hundred Twelve and 65/100  ($48,912.65)  Dollars.  The Lessee shall pay the
Net  Minimum  Rental  due for the  first  month  of the  Term on or  before  the
Commencement Date.

        The  Lessee  also  agrees  to pay,  as  additional  rental,  when due or
payable,   and  except  as  otherwise   expressly  provided  herein,  all  other
obligations  and  liabilities  which the  Lessee  assumes  and  agrees to pay by
express  assumption  or agreement  elsewhere in this lease,  together with every
fine, penalty,  interest and cost which may be added thereto or become due or be
imposed by operation of law for the non-payment or late payment thereof, and, in
the event of any failure on the part of the Lessee so to pay or discharge any of
the same,  the  Lessor  shall have all  rights  and  remedies  as in the case of
non-payment  of the Net  Minimum  Rental.  The Lessee  also agrees to pay to the
Lessor, on demand, as additional rental,  interest at the Lease Interest Rate on
all overdue  installments  of the Net Minimum Rental and additional  rental from
the  respective  due dates thereof  until payment  thereof in full. In the event
that the aggregate of all payments  (whether  denominated as Net Minimum Rental,
additional  rental or otherwise)  received by or paid to discharge an obligation
of the Lessee as 8 result of any assignment,  subletting or permission to use or
occupy the Premises described in Section 11(e),  whether or not the Lessor shall
have  consented  thereto  (it being  agreed by the Lessee  that  nothing  herein
contained  shall in any way  affect  the  covenant  herein  elsewhere  contained
prohibiting  an  assignment  hereof or  underletting  to or use,  occupation  or
improvement  by, others of the Premises or any part thereof without the Lessor's
prior written  consent),  shall exceed the aggregate of the Net Minimum  Rental,
additional  rental  and other  payments  herein  payable  by or on behalf of the
Lessee,  then,  and in such  event,  the  Lessee  agrees to  forthwith  pay,  as
additional  rental,  the full amount of any such excess.  The Net Minimum Rental
and all items of  additional  rental shall be paid to the Lessor at the Lessor's
address set forth in Section l(o),  except that the Lessor may by written notice
to the Lessee designate another address for purposes of this sentence.

     In  addition  to all of the rights and  remedies of the Lessor set forth in
this  lease,  if the Lessee  shall fail to pay any item of rental due  hereunder
(whether  denominated  as Net
<PAGE>
Minimum Rental,  additional  rental or otherwise) within ten (10) days after the
same shall have become due and payable,  then and in such event the Lessee shall
also pay to the Lessor a late  payment  service  charge  (in order to  partially
defray the Lessor's  administrative  and other overhead  expenses)  equal to the
greater of Fifty 00/100  ($50.00)  Dollars or one-half of one (1/2%)  percent of
such unpaid sum per day for each day or part thereof  after the due date thereof
during which such payment shall not have been received by the Lessor,  but in no
event in excess of any maximum  interest rate (if such sum shall be  denominated
as interest by any court of competent jurisdiction) permissible under applicable
law, it being  understood  that nothing herein shall be deemed to extend the due
date for payment of any sums  required to be paid by the Lessee  hereunder or to
relieve  the  Lessee  of its  obligation  to pay such  sums at any time or times
required by this lease.

     4.1  Overage  Rent.

     In  addition  to the Net  Minimum  Rental  hereabove  reserved,  the Lessee
covenants  and agrees with the Lessor hat  commencing  on the first (1st) day of
the month following the "Overage Date" (as hereinafter defined) and on the first
day of each  succeeding  month  during the  balance of the first three (3) Lease
Years of the  Term,  the  Lessee  will pay to the  Lessor an  additional  rental
(sometimes  hereinafter  called "Overage Rent') as hereinafter  provided.

     On or before  the  fifteenth  (15th)  day after the close of each and every
calendar  quarter  (such last day of the quarter  shall herein be referred to as
"Quarterly  Reporting Date") during the term, the Lessee shall render a true and
correct statement signed by the Chief Financial Officer of Lessee certifying the
total level of "Deposits at the Premises".  The last day of the first quarter in
which the level of  Deposits at the  Premises  shall equal or exceed $20 million
shall be deemed to be the Overage  Date.  If the Overage Date is determined at a
time after the first  installments  of Overage  Rent is payable to Lessor,  such
installments  shall be paid to Lessor with the  installment of Overage Rent next
due after the Overage Date is determined.  Overage Rent shall  thereafter be due
for each month on.  during the first three (3) Lease Years of the Original  Term
as follows:

     (i)  For each month during the calendar quarter  immediately  following the
          Overage Date,  the Lessee will pay to the Lessor an additional  rental
          of One Thousand Two Hundred Forty-Nine and 60/100 ($1,249.60)  Dollars
          per month;


     (ii) For each month  during any  calendar  quarter  following  a quarter in
          which  the  level of  Deposits  at the  Premises  as of the  Quarterly
          Reporting Date shall equal or exceed $20 million,  the Lessee will pay
          to the  Lessor  an  additional  rental  of One  Thousand  Two  Hundred
          Forty-Nine  and 60/100  ($1,249.60)  Dollars per month;


     (iii)For each month  during any  calendar  quarter  following  a quarter in
          which  the  level of  Deposits  at the  Premises  as of the  Quarterly
          Reporting  Date shall equal or exceed $19 million but be less than $20
          million,  the Lessee  will pay to the Lessor an  additional  rental of
          Eight Hundred  Thirty-Three  and 97/100  Dollars  ($833.07) per month.
<PAGE>
     (iv) For each month  during any  calendar  quarter  following  a quarter in
          which  the  level of  Deposits  at the  Premises  as of the  Quarterly
          Reporting  Date shall equal or exceed $18 miLlion but be less than $19
          million,  the Lessee  will pay to the Lessor an  additional  rental of
          Four Hundred Sixteen and 53/100  ($416.53)  Dollars per month.

     (v)  For each  month  during  any  calendar  quarter  following  a calendar
          quarter in which the level of  Deposits  at the  Premises is less than
          $18 million,  no Overage Rent will be  required.


     For purposes  hereof  Deposits at the  Premises  shall mean all deposits of
money whether on demand,  for a specified  term, or otherwise at the Premises as
certified  by the  Lessee  to the  Commissioner  of Banks,  the  FDIC,  Lessee's
stockholders,  Lessee's  Board  of  Directors,  or  as  determined  by  Lessee's
independent accountants.

     5.   Net  Lease:  Non-terminability.


          (a)  This lease is a net lease and the Net Minimum Rental,  additional
               rental and all other sums  payable  hereunder  to or on behalf of
               the Lessor  shall be paid without  notice or demand,  and without
               setoff, counterclaim,  defense, abatement, suspension, deferment,
               reduction or deduction,  except as expressly provided herein.

          (b)  This lease  shall not  terminate,  nor shall the Lessee  have any
               right to  terminate  this lease,  nor shall the  obligations  and
               liabilities of the Lessee set forth herein be otherwise affected,
               except as expressly  provided  herein.

          (c)  The Lessee  waives all rights (i) to any  abatement,  suspension,
               deferment,  reduction  or  deduction  of or from the Net  Minimum
               Rental or the  additional  rental or (ii) to quit,  terminate  or
               surrender this lease or the Premises of any part thereof,  except
               as  expressly  provided  herein.

          (d)  It is the intention of the parties hereto that the obligations of
               the Lessee hereunder shall be separate and independent  covenants
               and  agreements,  that the Net  Minimum  Rental,  the  additional
               rental and all other  sums  payable by the Lessee to or on behalf
               of the Lessor shall continue to be payable in all events and that
               the   obligations   of  the  Lessee   hereunder   shall  continue
               unaffected,  unless the  requirement  to pay or perform  the same
               shall have been  terminated  pursuant to an express  provision of
               this lease.


          (e)  The Lessee agrees that it will remain  obligated under this lease
               in accordance with all of its terms and  provisions,  and that it
               will not take any  action to  terminate,  rescind  or avoid  this
               lease or any portion thereof except as otherwise provided herein,
               notwithstanding (i) the bankruptcy,  insolvency,  reorganization,
               composition,  readjustment,  liquidation, dissolution, winding-up
               or other  proceeding  affecting the
<PAGE>
               Lessor or any assignee of the Lessor in any such proceeding;  and
               (ii) any action with  respect to this lease which may be taken by
               any trustee or  receiver of the Lessor or of any  assignee of the
               Lessor  in any  such  proceeding  or by  any  court  in any  such
               proceeding.

     6.   Use of the  Premises.  The Premises may be used for the  Permitted Use
described in Section 1 and for no other purpose whatsoever,  without the express
written approval of the Lessor.

     7.   The Parking and Common Areas.  The Lessee,  its customers and invitees
shall  have the  right,  during  the  Term,  to use the  Common  Areas in common
with all other lessees  occupying other portions of the Shopping  Center,  their
customers  and  invitees,  and such other  persons as shall be  permitted by the
Lessor  from time to time to use the Common  Areas,  subject,  however,  to such
reasonable  rules and  regulations  as may now be in force or as the Lessor may
establish at any time or from time to time,  which rules and  regulations  shall
nonetheless encompass the provisions of Section 7.1 hereof,  including,  without
limitation,  the designation of the size and location of employee  parking areas
even if the same are not located  within the Shopping  Center.  The Lessor shall
have the right to have towed any  vehicles  which are parked in the Common Areas
by the Lessee's  employees in  violation of the Lessor's  rules and  regulations
regarding employee parking from rime to time in effect. The Lessee covenants and
agrees,  however,  that it will not  permit its  employees  or  concerns  making
deliveries  to or pickups  from the  Premises  to use any  portion of the Common
Areas (except as otherwise provided herein) other than such portions or portions
reasonably  situated  as the  Lessor  shall from time to time set apart for such
purpose and  designate  in writing,  and that,  to the extent there shall be any
sidewalks  immediately adjacent to the Premises, it will maintain such sidewalks
in a neat and orderly  condition,  swept and free from ice and snow.  The Lessor
expressly  reserves the right to enforce parking charges (by operation of meters
or otherwise), and to temporarily close all, or any portion, of the Common Areas
for the purpose of making  repairs or changes  thereto,  in order to  discourage
non customer parking, or otherwise. Notwithstanding the foregoing, Lessor agrees
that it shall not install  parking meters in the Shopping Center unless required
by governmental  authorities.

     Notwithstanding  the  foregoing,  Lessee shall have the right,  in order to
maintain  proper  security for the  operation of its business to have pickups or
deliveries  made from or to the Premises by Brinks or other similar  carriers of
cash, securities,  instruments,  records or other materials commonly transported
by such  carriers  and to permit the use of such  portions  of the Common  Areas
adjacent to the  Premises as shall be  reasonably  required  for such  purposes,
provided,  however,  that any such use by Lessee of the  Common  Areas  shall be
accomplished,  so far as reasonably practicable,  in a manner which reduces to a
minimum interference with the use of the Common Areas for the purposes for which
they were  intended or the conduct of business of other  tenants of the Shopping
Center.

     The  Lessor  may at any  time or from  time  to time  construct  additional
improvements in all or any part of the Shopping  Center,  or change the location
or arrangement of any  improvement in the Shopping  Center or all or any part of
the Common Areas, or add or deduct any land to or from the Shopping  Center,  or
enlarge, reduce, change, enclose or increase the height of, the Shopping Center,
or any  building  or  other  improvement  therein,  provided,  however,  no such
construction,  addition or change shall materially
<PAGE>
reduce the  number of parking  spaces  available  to Lessee at the  Commencement
Date,  access to the Premises or the  visibility  of the Premises  from Pleasant
Street.

     Subject to the exclusions  hereinafter set forth,  the Lessee covenants and
agrees to pay unto the Lessor, as additional  rental,  the Lessee's Fraction (as
hereinafter  defined) of the annual cost of (a) operating,  managing,  altering,
improving, repairing, restoring, replacing, renovating, cleaning and maintaining
the Common Areas,  including,  without  limitation.  the lighting  thereof,  the
policing  thereof,   all  plate  glass  therein,  the  heating  ventilating  and
air-conditioning  thereof,  the plumbing,  sanitary sewage and electric  systems
therein and the  sprinkler  and other fire  protection  or other  alarm  systems
therein,  if any  (including  any  main  trunk  line of any  such  systems,  but
excluding  any branch  runs and  leads);  (b) all real  estate  taxes,  personal
property taxes, business and occupation taxes, occupational license taxes, water
charges, sewer charges, assessments,  including, without limitation,  betterment
assessments or taxes in the nature thereof,  and all other similar  governmental
taxes,  impositions and charges which shall be levied, assessed, or imposed (but
excluding  any taxes for which  Lessee shall be  responsible  for the payment of
Lessee's  Fraction under Section 8 hereof (i) upon or with respect to the Common
Areas,  including,  without  limitation  the land on  which  the  foregoing  are
constructed;  or (ii)  upon  or  with  respect  to the  operation,  maintenance,
alteration, repair, rebuilding, use, occupancy or enjoyment of the Common Areas;
under or by ovirtue of any present or future law, statute,  charter,  ordinance,
regulation or other requirement of any governmental authority,  whether federal,
state,  county,  city,  municipal or otherwise,  all whether  general,  special,
ordinary,  extraordinary,  foreseen  or  unforeseen;  it being  agreed that such
taxes, charges, assessments and impositions Shall include the costs and expenses
incurred,  in  accordance  with  the  penultimate  paragraph  of  Section  8, in
contesting  the amount or  validity  of any  thereof;  (c) the  premiums  on the
liability  insurance  policies insuring the Lessor against damage to property or
injuries  or death to person or  persons,  in,  on or about  the  Common  Areas,
including,  without  limitation,  the  roadways  leading  from and to the Common
Areas, in amounts as shall be determined by the Lessor,  and the premiums on the
fire and casualty  insurance  policies  insuring the Lessor  including,  without
limitation,  all insurance  described in Section 16, in such amounts as shall be
determined by the Lessor,  (d) all  administrative  costs equal to fifteen (15%)
percent of all additional  rental payable to the Lessee pursuant to this Section
7 to help defray the Lessor's  indirect  cost of so providing,  maintaining  and
insuring.  Notwithstanding anything set forth in this lease to the contrary, the
Lessee will pay to the Lessor  monthly,  together  with the Net Minimum  Rental,
one-twelfth  (1/12) of the amount  estimated  by the Lessor from time to time to
reflect the Lessee's  Fraction of such annual cost.  Promptly after such cost is
determined  for each year,  the Lessor  will advise the Lessee in writing of the
amount of the Lessee's Fraction thereof for such year, and the Lessor and Lessee
will  account to each other so that the Lessee shall have paid to the Lessor for
each such year the full amount of the Lessee's Fraction of such cost; any excess
paid by the Lessee shall be credited  against future  payments  required by this
Section 7 next due,  except  that upon  expiration  of the Term any such  excess
shall be promptly  refunded by the Lessor to the Lessee,  and, in any event, any
deficiency  shall be promptly paid by the Lessee to the Lessor.  For purposes of
this Section, Lessee shall have the right to review at reasonable times and upon
reasonable  notice any of Lessor's books and records  relating to any such cost,
for which Lessor is seeking reimbursement from Lessee. As used in this Section 7
and in Section 8, Lessee's  Fraction  shall be a fraction in which the numerator
is the number of square feet of floor space in the Premises and the  denominator
is the  number of square  feet of floor  space in all  premises
<PAGE>
located in the Shopping  Center,  including  the Premises then occupied by other
lessees of the  Lessor;  it being  agreed that all floor areas shall be computed
within  the  exterior  surfaces  of all  walls  and  any  space  in  non-selling
mezzanines shall not be considered.  The cost described in the first sentence of
this paragraph  shall be deemed to include,  without  limitation,  all costs and
expenses  of every kind and nature  paid or  incurred  by the Lessor  (including
reasonable and appropriate reserves) in operating, managing, equipping, policing
(if  and to the  extent  provided  by the  Lessor),  heating,  ventilating,  air
conditioning,  lighting, altering, improving,  repairing,  restoring, replacing,
renovating,  cleaning,  maintaining  and  landscaping all portions of the Common
Areas (including any parking  structure  subsequently  installed in the Shopping
Center),  water and sewer or sewage treatment or removal  charges,  painting and
caulking  all  exterior  surfaces in the  Shopping  Center,  including,  without
limitation any canopies in the Shopping Center, maintaining and illuminating any
pylons in the  Shopping  Center and any signs  thereon to be  maintained  and/or
illuminated by the Lessor,  premiums for liability,  property damage,  casualty,
workmen's compensation, and any other insurance (including all insurance, hazard
and otherwise,  carried by the Lessor on any and all buildings and  improvementS
in or about the  Shopping  Center  and the  Common  Areas),  the cost of on-site
supervision and personnel,  including, without limitation, the property manager,
if any, staff, office rentals, wages,  unemployment taxes, social security taxes
and  benefits,  personal  property  taxes  and  assessments,  fees for  required
licenses and permits,  materials,  supplies,  operation of loudspeakers  and any
other equipment  supplying music to any Common Areas (if any), or rental charges
for any machinery and equipment, any and all alterations, improvements, repairs,
restoration,   replacements   and  renovation   (whether   interior,   exterior,
structural,  non-structural,  foreseen  or  unforeseen),  to any  portion of the
Shopping  Center which the Lessor shall deem  necessary or  appropriate or which
shall be  required  of the  Lessor by this or any other  lease  relating  to the
Shopping Center or by any law, rule, ordinance, regulation or requirement of any
public authority or the Fire Insurance Rating Association having jurisdiction or
as a result of any fire,  casualty,  taking by  eminent  domain or action by any
public or other  authority to the extent that the cost thereof  shall exceed the
net proceeds, if any, of any insurance or damages paid to the Lessor,  including
without  limitation,  any and all  maintenance  and repairs by the Lessor to the
structural  portions of all  buildings  and other  improvements  in the Shopping
Center, the roof, foundations,  exterior walls, floors, subfloors, utilities and
other portions of all such buildings and improvements to the extent so  required
of the Lessor of this or any other lease or  agreement  relating to the Shopping
Center,  and the  costs of  furnishing  sprinkler  protection  in the  Premises.

     Notwithstanding the foregoing, the costs described in this Section shall be
deemed to exclude (a) any costs in altering,  improving,  repairing,  restoring,
replacing, renovating or maintaining leased portions of the Shopping Center; (b)
the original  costs of  constructing  any building,  improvement,  or the Common
Areas,  or  additions  thereto  (c) any  costs  incurred  for the  benefit  of a
particular Tenant which are to be paid for or by such Tenant as opposed to costs
incurred for the benefit of the Shopping  Center and/or a significant  number of
tenants thereof;  (d) any costs incurred by Lessor in making structural  repairs
to any  structural  portion of the  Shopping  Center as  provided  in Section 28
hereof;  (e) any costs  incurred of a capital  nature with  respect to the HVAC,
plumbing,  electrical  and alarm  systems;  and (f) any costs made  necessary by
Lessor's   non-compliance  with  governing  codes,   by-laws,   regulations  and
ordinances  related to the Shopping  Center,  but
<PAGE>
only if such were in effect are the time of the  original  construction  of such
component of the Shopping  Center.

     7.1 A. Lessor  covenants  and agrees that it shall at all times  reasonably
repair,  maintain and police the Parking  Areas and Common Areas of the Shopping
Center,  and will Keep the Parking Area well lighted during all normal  business
hours of the Shopping  Center,  all with the intent of maintaining a first class
shopping  center.

     8.   Taxes  and Other  Charges.  The  Lessee  agrees,  except as  otherwise
expressly  provided  herein to the contrary,  to pay, as the same become due and
payable,  all costs  expenses and  obligations  of every kind and nature for the
operation,  maintenance, repair, rebuilding, use, occupancy and enjoyment of the
Premises. The Lessee also agrees,  subject as aforesaid,  to pay, within fifteen
(15) days after demand, the Lessee's Fraction of all real estate taxes, personal
property taxes, business and occupation taxes, occupational license taxes, water
charges, sewer charges, assessments,  including, without limitation,  betterment
assessments or taxes in the nature thereof,  and all other similar  governmental
taxes,  impositions and charges which shall be levied,  assessed or imposed:

     (a)  upon or with respect to the land under the  buildings  comprising  the
          Shopping Center and such buildings; or

     (b)  upon  or  with  respect  to the  operation,  maintenance,  alteration,
          repair,  rebuilding,  use,  occupancy or  enjoyment  of the  buildings
          comprising  the Shopping  Center or any portion  thereof.

under or by virtue of any present or future law,  statute,  charter,  ordinance,
regulation or other requirement of any public authority, whether federal, state,
county, city, municipal or otherwise,  all whether general,  special,  ordinary,
extraordinary,  foreseen or unforeseen.  Such taxes,  charges,  assessments  and
impositions  shall include any costs and expenses  incurred,  in accordance with
the  penultimate  paragraph  of this  Section  8, in  contesting  the  amount or
validity of any thereof.

The Lessee agrees, except as aforesaid,  to pay as aforesaid all gross receipts,
gross  income or similar  taxes  imposed  or levied  upon,  assessed  against or
measured by the Net Minimum Rental, additional rental or any sums payable by the
Lessee to or on behalf of the Lessor hereunder,  or any sales or use taxes which
may be levied  or assessed  against  or  payable  by the Lessor or the Lessee on
account of  the  acquisition,  leasing,  use or occupancy of the Premises or any
portion  thereof;

Notwithstanding  anything  contained in this lease to the  contrary,  the Lessee
will pay to the  Lessor  monthly,  together  with the Net  Minimum  Rental,  one
twelfth  (1/12) of the  amount  from  time to time  estimated  by the  Lessor to
reflect  the  Lessee's  Fraction of all such taxes,  charges,  assessments,  and
impositions  described  in this  Section  8 which  are so  levied,  assessed  or
imposed,  or  billed  to the  Lessor  by the  appropriate  public  authority  or
authorities, if any. Promptly after the exact amount of the Lessee's fraction of
all such taxes, charges, assessments and impositions are determined for each tax
year,  the Lessor  will  advise the Lessee in writing of the amount  thereof for
such year and the Lessor and the Lessee will  account to each other (as often as
such  taxes,  charges,  assessments  or  impositions  are  payable to the proper
authorities)  so that the  Lessee  shall  have paid to the
<PAGE>
Lessor prior to the  expiration of ten (1O) days after the Lessor has so advised
the Lessee of such amount;  the full amount of the Lessee's Fraction of all such
taxes,  charges,  assessments  and  impositions  for such  tax  year or  portion
thereof, any excess paid by the Lessee shall be credited against future payments
required by this Section 8 next due,  except that upon expiration of the Term of
any such excess shall be promptly refunded by the Lessor to the Lessee,  and any
deficiency  shall be promptly paid by the Lessee to the Lessor.

     Notwithstanding  anything  in this  lease to the  contrary  contained,  the
Lessee  shall not be required to pay or  otherwise  be  responsible  for (i) any
local, state or federal capital levy,  franchise tax, revenue tax, income tax or
profits  tax of  the  Lessor,  or  (ii)  any  estate,  inheritance,  devolution,
succession  or  transfer  tax which may be imposed  upon or with  respect to any
transfer of the Lessor's  interest in the Shopping  Center;  provided,  however,
that if any time hereafter the methods of taxation prevailing at the date hereof
shall be  altered  so as to cause the whole or any part of the  taxes,  charges,
assessments or impositions now or hereafter levied,  assessed or imposed on real
estate  and the  buildings,  structures  and other  improvements  thereon  to be
levied,  assessed and imposed,  wholly or partially as a gross  receipts,  gross
income, capital levy, or other tax, on the rentals received therefrom, or if any
tax, corporation  franchise tax, assessment,  levy (including but not limited to
any  municipal,  state or  federal  levy),  imposition  or  charge,  or any part
thereof,  shall be  measured  by or based in whole or in part upon the  Shopping
Center and shall be imposed upon the Lessor,  then all such taxes,  assessments,
levies,  impositions or charges,  or the pat thereof so measured or based, shall
be deemed to be an imposition  levied,  assessed or imposed upon or with respect
to the  Shopping  Center,  to the  extent  that the same would be payable if the
Shopping  Center were the only property of the Lessor subject  thereto,  and the
Lessee shall pay to the Lessor the  Lessee's  Fraction of the same as and in-the
manner provided herein. [f there are any taxes levied or assessed at the time on
any item of rental  payable  hereunder,  the Lessee further agrees to pay to the
Lessor, as additional rental, the amount thereof.

     At the  expiration  of the Term,  all  payments  for  which  the  Lessee is
responsible as provided in this Section 8, shall be prorated to the date of such
expiration.  The amount of any such payments  which become due and payable after
the expiration or sooner  termination of the Term shall, on or prior to the date
of such expiration or sooner  termination,  be deposited with the Lessor. If the
Lessee  shall not be then in default,  the amount of any net refund,  abatement,
deduction,  reduction, or credit received by the Lessor attributable to any such
payment  earlier made by the Lessee shall be credited  against  future  payments
required by this Section 8 next due, except that upon expiration of the Term any
such excess shall be promptly refunded by the Lessor to the Lessee.


     In the event that the Lessor or any party  authorized  by the Lessor  shall
contest,  by  appropriate  proceedings,  the amount or validity of any such tax,
assessment,  imposition or charge the Lessee shall  cooperate with the Lessor in
the course  thereof and execute any  applications,  appeals and other  documents
which may be  required to enable the Lessor to maintain  such  proceedings,  and
there  shall be  appropriate  adjustments  by credits  against  future  payments
required by this  Section 8, of all such  taxes,  assessments,  impositions  and
charges or reflect any abatements,  credits and refunds which may be received by
the Lessor and to reflect the costs and expenses (including, without limitation,
attorneys' and appraisal fees and expenses) of contesting the amount or validity
of any such tax, assessment,  imposition or charge.

     The Lessee agrees to pay, on or before the respective  due dates,  all such
taxes, charges,  assessments,  or impositions levied, assessed or imposed at any
time  on the  Lessee's  fixtures,  equipment,  supplies,  merchandise  or  other
property in, on or about the Premises or Shopping  Center.

     9.   Acceptance of the Premises  "As-Is".  The Lessee  hereby  acknowledges
that upon taking occupancy or opening for business, whichever shall first occur,
it shall be deemed to have accepted the Premises  "as-is",  after due inspection
thereof and without any  representation  or warranty as to the use or  condition
thereof.

     10.  The Lessee's  Construction.  Promptly after notification by the Lessor
to do so, the Lessee shall, at the Lessee's expense, do all work to the Premises
necessary  or  appropriate  to permit  the  Lessee to open for and  operate  its
business,  install an  exterior  sign in  accordance  with the  requirements  of
Section 13 and equip the Premises with all trade fixtures and personal  property
necessary or  appropriate  for the  operation  of the  Lessee's  business in the
Premises;  provided, however, that none of the foregoing shall in any way hamper
prosecution  of any  construction  being  undertaken  in or about  the  Shopping
Center.  The Lessee agrees that all plans and  specifications for all such work,
equipment  and  preparation  and all  alterations,  improvements,  restorations,
repairs,  replacements or renovations  which the Lessee may make pursuant to any
term or provision of this lease or any consent by the Lessor will be done by the
Lessee in a good and workmanlike  manner,  free from material defects in design,
construction, workmanship or materials, in accordance with all laws, ordinances,
rules, regulations and requirements of public authorities and the Fire Insurance
Rating  Association  having  jurisdiction,  and that same will not  decrease the
value of the Shopping Center. In addition,  all of the foregoing will be done in
such manner as will avoid jurisdictional or other labor disputes. All such work,
building  mechanicals  and equipment,  building  alterations  and  improvements,
restorations,   repairs,  replacements  and  renovations  other  than  any  bank
equipment, ATMs, trade fixtures, signs, merchandise, supplies and other personal
property of the Lessee  shall  forthwith  become the  property of the Lessor and
shall be expressly  subject to the provisions of Section  11(u).  The Lessee may
assign,  encumber or otherwise create a security  interest in, to or upon any of
the Lessee's property in the Premises without first obtaining the Lessor's prior
written consent provided, however, any such assignment,  encumbrance or security
interest  shall not  encumber  any  portion of the real  estate,  including  the
Premises,  constituting the Shopping Center or any interest in this Lease.  Upon
such entry, all of the terms and provisions of this lease shall be-in-full force
and effect  except  that the  Lessee  shall  have no  obligation  to pay any Net
Minimum Rental and other rentals until the Commencement Date, but from and after
such entry the Lessee will pay all charges for light,  heat, hot and cold water,
electric current and any other services or utilities  furnished to the Premises,
including,  without  limitation,  the charge described in Section 11(t).

     11.  The Lessee's  Covenants.  The Lessee hereby  covenants with the Lessor
that the Lessee  until the  expiration  of the Term and for such further time as
the Lessee,  or any other person or persons claiming through or under the Lessee
shall  hold the  Premises  or any part  thereof:  (a) will pay to the Lessor all
rental at the time and in the manner  herein  set  forth;  (b) will at all times
maintain all walls of the Premises (including, without limitation, the so-called
glass or  storefront),  the  floor  and  subfloor  therein  (but  excluding  any
structural  portion thereof as provided in Section 28 hereof),  and the interior
of the
<PAGE>
Premises,  (including,  without limitation the heating,  ventilating, air
conditioning,  plumbing,  sanitary  sewage,  electric,  sprinkler  and  lighting
systems and equipment  therein  (excluding,  however any main trunk lines of any
such system,  but including any branch runs and leads) and all floor  coverings,
doors,  door frames and door openers) in as good,  clean and safe repair,  order
and condition as same were at the Commencement Date or may be put in thereafter,
and  all  alterations,  improvements,   restoration,  repairs,  replacements  or
renovations to the Premises required by any and all laws, ordinances, rules, the
regulations  or  requirements  of all public  authorities  or the fire insurance
rating  association having  jurisdiction,  all whether ordinary or extraordinary
all replacements to be of the same kind and quality as those which are replaced;
provided,  however,  that the Lessee shall not be  responsible  for repairs made
necessary by accidental  fire or other insured  unavoidable  casualty;  (c) will
make  all  repairs  (whether  interior,  exterior,  structural,   nonstructural,
ordinary or  extraordinary)  made  necessary by the  negligence or misuse of the
Premises or the fixtures  therein or  appurtenances  thereto by the Lessee,  its
agents, employees, customers or invitees, or by any forcible entry, vandalism or
malicious mischief not reimbursable by the Lessor's insurance;  (d) will pay all
charges  for light,  heat,  hot and cold water,  electric  current and any other
services or utilities furnished to the Premises;  (e) will not assign this lease
or  sublet  to any  person,  firm or  corporation  the  whole or any part of the
Premises,  or permit any person, firm or corporation other than (pound)he Lessee
to use or  occupy  the  whole  or any part  thereof  without  obtaining  on each
occasion  the prior  written  consent of the Lessor,  which  consent will not be
unreasonably withheld, delayed or conditioned, but no such consent by the Lessor
(i) shall be deemed to be a waiver or release of any of the  provisions  of this
Clause  (e) or a  consent  or  agreement  to  consent  to any  such  assignment,
subletting,  or permission to use or occupy the Premises thereafter,  (ii) shall
relate  to any  other  term  or  provision  of  this  lease  including,  without
limitation, the provisions of Section 6, and (iii) shall be deemed to permit any
subdivision of the Premises or any use or occupancy of the Premises by more than
one entity at any time;  none of the  foregoing  shall  release or discharge the
Lessee  from any  obligations  or  liabilities  set forth in this  lease,  which
obligations  and  liabilities  shall  continue  to be direct and  primary in any
event;  (f) will not  overload  or deface the  Premises or permit any use of the
Premises  which shall  increase any insurance rate or create a fire hazard or be
unlawful,  improper, noisy or offensive or which constitutes a nuisance or which
is contrary to any law, ordinance, rule, regulation or requirement of any public
authority or the Fire Insurance Rating Association having jurisdiction, or which
is injurious to any person or property,  or commit waste,  whether  voluntary or
involuntary,  or  permit  anyone  else to do any of the  foregoing;  (g)  Lessee
may:maintain ATMs for use of its customers at any time (subject, however, to all
applicable laws,  rules,  regulations or requirements of any public  authorities
having jurisdictions thereover; provided, however, if Lessee requires additional
services in connection therewith, Lessee shall pay any additional costs incurred
therefore) (h) will not use any advertising media that might be objectionable to
the Lessor or other  occupants of the Shopping  Center,  such as loud  speakers,
phonographs or radio broadcasts that may be heard outside the Premises; (i) will
forthwith obtain and deliver to the Lessor and at all times thereafter  maintain
in full force and effect,  liability  insurance (with  completed  operations and
contractual  liability  endorsements  with  limits acceptable  to the Lessor and
insuring both the Lessor and the Lessee against all claims,  suits,  obligations
liabilities and damages, including attorneys' fees, based upon or arising out of
actual or alleged  personal  injuries  or property  damage  resulting  from,  or
occurring in the same course of, or on or about,  or  otherwise  relating to the
use or condition  of, the Premises all such  insurance to be for the  protection
and benefit of, and adjustable with, the Lessor, the
<PAGE>
Lessor's  mortgagees and the Lessee, as their interests may appear, and shall be
in form and substance,  and with additional  limits,  amounts and coverage,  and
such  endorsements,   in  addition  to  those  specified  herein,  as  shall  be
satisfactory  to the Lessor from time to time, and with insurers  having current
Alfred M. Lest Company,  Inc.  ratings of A or better and financial size ratings
of Class XII or higher,  and  satisfactory  to the Lessor from rime to time; the
Lessee will on demand, as often as reasonably  requested by the Lessor,  furnish
to the Lessor a complete list,  statement and description of all such insurance,
together with  certificates from each insurance company issuing any thereof that
same is in full force and effect, all premiums have been paid, and same will not
be canceled  except upon ten (1O) days'  prior  written  notice to the Lessor by
registered mail,  return receipt  requested;  such liability  insurance to be so
obtained and delivered  prior to the Lessee's  entry as permitted by Section 10;
(j) will not do or permit to be done anything in or about the Premises which (i)
shall make void or voidable  any  insurance  carried by the Lessor or the Lessee
which is required by any term or provision of this lease or which relates to the
Shopping  Center in any manner or way or (ii)  shall  increase  or create  extra
premiums therefor and will pay the Lessor on demand, as additional  rental,  the
amount of any such  increase  or extra  premiums  on  insurance  carried  by the
Lessor; (k) will maintain and keep all windows, window frames and plate glass in
the Premises at all times in good repair,  order and condition;  (l) will always
conduct its  operations in &e Premises  under the Lessee's Trade Name (or in the
name of one or more  affiliates  or  divisions of Lessee) set forth in Section l
unless the Lessor shall otherwise  consent  writing,  which consent shall not be
unreasonably  withheld  or  delayed;  (m) will not use the  Common  Areas or the
sidewalks adjacent to the Premises,  except for access to and from the Premises;
(n) will  furnish  to the  Lessor,  promptly  after  the  receipt  of a  request
therefor,  the license  numbers of all  vehicles of all persons  employed on the
Premises by the  Lessee;  (o) will  cooperate  with Lessor in the event that the
Lessor  notifies  the Lessee  that one or more of the  Lessee's  employees  have
parked  vehicles in violation of the Lessor's  rules and  regulations  regarding
employee  parking and has such vehicles towed,  in Lessor's  attempts to recover
from such  employees  all of the  Lessor's  costs  and  expenses  in  connection
therewith;  (p) will cause all freight to be  delivered  and/or  removed and all
refuse to be removed only in the manner and at such times as shall be designated
by the Lessor from time to time, and never store or maintain any such freight or
refuse outside of the Premises;  (q) will not burn any trash,  garbage or refuse
of any kind on the  Premises or dispose of any of same in any manner  other than
as  expressly  directed  by the  Lessor in writing  from time to time;  (r) will
operate the heating, ventilating and air conditioning systems in the Premises to
adequately  heat or cool the Premises,  as the case may be; (s) will not solicit
business in the parking or common area or areas or distribute handbills or other
advertising  media to, in or upon any vehicles  parked in the Common Areas;  (t)
will pay, as additional rental, any trash charge from time to time determined by
the  Lessor  as shall be  appropriate  to help  defray  the cost of any  central
station  trash  compactor  and/or trash removal  service in the Shopping  Center
provided by the Lessor; and (u) will, at the expiration or sooner termination of
the Term, leave the Premises,  including,  without limitation,  all walls of the
Premises,  the floor and  sub-floor  therein,  and the interior of the Premises,
including,  without  limitation,  the heating,  ventilating,  air  conditioning,
plumbing,  sanitary  sewage  electric,   sprinkler  and  lighting  systems,  and
equipment therein,  and all doors, door frames,  door openers,  windows,  window
frames and plate glass, in as good,  clean and safe repair,  order and condition
as  the  same  were  at the  Commencement  Date  or  may  be put in  thereafter,
reasonable wear and tear excepted,  all  replacements to be of the same kind and
quality as what is replaced,  subject to the provision in Clause (b) above,  and
provided that the Lessee shall not be responsible  for
<PAGE>
repairs made  necessary by reasonable  wear and rear,  but the Premises shall be
left clean and  tenantable,  orderly and free of  occupants,  in any event,  and
provided  further the Lessee shall not be responsible  for any such repairs made
necessary by any casualty  insured  against,  so long as all insurance  proceeds
paid or payable on account of such  casualty are paid over or assigned to Lessor
together  with the amount of any  deductible.  The Lessee  shall remove from the
Premises at or prior to such  expiration  or sooner  termination  all  fixtures,
equipment,  signs,  merchandise,  supplies and other property of the Lessee, and
the Lessee shall, at its sole cost and expense, repair any damage caused by such
removal. Upon such expiration or termination, the Lessor may, in addition to all
other rights and remedies,  without being guilty of any trespass, tort or breach
of contract,  remove from the Premises any or all  fixtures,  equipment,  signs,
merchandise, supplies and other property of the Lessee not removed by the Lessee
as provided in the immediately preceding sentence, and either store same for the
account of the Lessee at its expense, without obligation or liability on account
of any theft,  loss, damage or monetary  shortage,  or deem same to be abandoned
and subject to use; sale or other disposition without obligation or liability to
account to the Lessee for the proceeds thereof.  Notwithstanding  the expiration
or sooner  termination  of the Term, the Lessee shall continue to be responsible
for, and shall pay to the Lessor all costs  incurred by the Lessor in connection
with any such removal, storage, sale or other disposition.

     12.  No  Alterations  or  Improvements.  Except to the extent  permitted by
Section 10 in connection with the original  construction of the Premises and the
Lessee's  obligations  set forth in the last  sentence  of this  Section 12, and
except for reasonable  periodic  redecoration of the  Premises,.the  Lessee will
make no alterations,  additions or improvements to the Premises  without on each
occasion first obtaining the prior written consent of the Lessor,  which consent
shall not be unreasonably withheld, delayed or conditioned.  Notwithstanding any
such consent by the Lessor, the Lessee will restore the Premises to their former
condition  following  any such  alterations,  improvements  or  additions at the
expiration or sooner termination of the Term unless the Lessor by written notice
to the  Lessee  at the  time  of  such  consent  or at any  time  prior  to suck
expiration or termination shall waive its rights to such  restoration,  in which
event the  Lessee  shall  have no right so to  restore  the  Premises.


     13.  The Lessee's  Signs.  The Lessee will not,  without the Lessor's prior
written consent,  or as otherwise  provided herein,  maintain,  or permit anyone
else to maintain,  any interior  (except for signs affixed to interior  walls of
the leased premises) or exterior sign,  placard,  lettering,  advertising media,
shade, awning, aerial,  flagpole or the like anywhere in the Shopping Center, or
any exterior lighting, decorations,  painting or any fences. Except as otherwise
herein  provided,  the Lessee shall not maintain  any  exterior  sign,  placard,
lettering or  advertising  media in violation of the Lessor's  established  sign
standards  from time to time.

     Lessee  shall  have the right,  subject  to  Lessor's  design  approval  as
aforesaid, and the approval of all governmental authorities having jurisdiction,
to install and  maintain two (2)  approximately  3' x 5' carved  wooden  placard
signs on the exterior of the Premises  identifying the Lessee.

     14.  Sole Risk and Hazard.  All fixtures,  equipment,  signs,  merchandise,
supplies and other  property on or about the  Premises  shall be at the Lessee's
sole risk and hazard, and
<PAGE>
if the whole or any part thereof shall be destroyed or damaged by fire, water or
otherwise,  or by use or abuse of water,  or by  leaking  or  bursting  of water
pipes,  or in any way or  manner,  including,  without  limitation,  the acts or
omissions of any other occupant of any portion of the Shopping  Center,  no part
of said loss or damage is to be  charged  to or borne by the  Lessor in any case
whatsoever,  except  only to the extent  caused by the  Lessor's  negligence  or
willful default.  and, except to such extent, the Lessee agrees to exonerate and
indemnify  the Lessor from and against any and all claims,  suits,  obligations,
liabilities and damages,  including attorneys' fees based upon or arising out of
any of the foregoing.

     15.  Fire,  Casualty,  Taking.  PROVIDED,  ALWAYS,  that in case, after the
execution  hereof and before the  expiration of the Term,  the Premises,  or any
part thereof,  or more than thirty (30%) percent of the Shopping Center shall be
taken by any exercise of the right of eminent  domain or by action of any public
or other  authority,  or in case,  after the  execution  hereof  and  before the
expiration of the Term, the Premises,  or any part thereof,  or more than thirty
(30%)  percent of the  Shopping  Center shall be destroyed or damaged by fire or
casualty,  then this lease and the Term shall  terminate  at the election of the
Lessor,  which election must be exercised by written notice to the Lessee within
sixty (60) days  after  such  taking,  destruction,  damage or action,  and such
election  may be made in case of any  such  taking  notwithstanding  the  entire
interest  of the Lessor may have been  divested  by such  taking.  If the Lessor
shall not elect to  terminate  this  lease,  the Lessor  shall  with  reasonable
promptness  restore the Premises as nearly as practicable to the condition which
existed  immediately  prior  to  such  event,  or,  in the  event  of  any  such
destruction or damage by fire or casualty,  so much thereof as the Lessee is not
herein  elsewhere  required to insure  against  destruction or damage by fire or
casualty,  to a single  contiguous  unit all only to the extent of the  Lessor's
insurance proceeds or damages or awards resulting from such taking, destruction,
damage or action allocable to the Premises,  as the case may be, after deducting
the Lessor's  costs and  expenses of  collecting  same.  If the Lessor shall not
elect to terminate  this Lease,  and commences  restoration  of the Premises and
such  restoration  is not  completed by the Lessor  within twelve (12) months of
such event,  Lessee  shall have the right to  terminate  this Lease by Notice to
Lessor  given  prior to the time the  Premises  are ready for  occupancy,  or if
during the last two (2) years of the Term,  as the same may have been  extended,
there is a taking,  fire or other  casualty  pursuant to which the Lessor  could
terminate this Lease as hereinabove set forth,  the Lessee  similarly shall have
the right to terminate  this Lease by  delivering  to Lessor  written  notice of
Lessee's  election  to  terminate  within  sixty (60) days  after  such  taking,
destruction,  damage or action.  The Lessor will give the Lessee  notice of when
the  Premises  are ready for  occupancy,  and upon such  notice the Lessee  will
comply with all of the  provisions  of Section 10 and Lessee will  complete such
restoration  required by said Section 10 within ninety (90) days of such Notice.
If the Premises or Shopping  Center or any part-of either thereof shall be taken
by eminent  domain,  all damages  from such taking other than that[ which relate
solely to the Lessee's  fixtures and  equipment,  shall vest in the Lessor,  the
Lessee  having no right to damages  for loss of its  leasehold  interest  in any
event,  and the Lessee covenants and agrees to execute such assignments or other
documents  and to take any steps which may be  necessary to vest such damages in
the Lessor, the Lessee hereby  irrevocably  appoints the Lessor as its agent and
attorney-in-fact to execute and deliver any such assignments and documents which
the Lessor deems  necessary or  appropriate to carry out the intent and purposes
of this sentence,  such appointment being a power coupled with an interest.
<PAGE>
     16.  The Lessor's  Insurance.  The Lessor will,  upon  commencement  of the
Term, obtain and thereafter maintain in full force and effect (or cause to be so
obtained and maintained),  (a) fire and lighting and extended coverage insurance
on such portions of the Premises and Shopping Center as the Lessee is not herein
elsewhere  required  to insure for not less than the  replacement  value of such
portions  without  deduction  or  adjustment  for  depreciation,  except that an
appropriate  deductible clause shall be permitted;  and (b) such other insurance
on the Premises and Shopping  Center  against such insurable  hazards,  and such
additional  limits and  amounts on all such  insurance  as are from time to time
commonly  obtained by owners of property  similar to the Shopping  Center or are
required by the holder of any mortgage on any portion of the Shopping Center, or
the Lessor shall otherwise deem appropriate, including, without limitation, rent
insurance  and war  risk  insurance.  Such  insurance  shall  be with  insurance
companies  qualified  to do  business  in the  state in which the  Premises  are
located;  it being understood,  however,  that any such insurance may be blanket
with other insurance  maintained by the Lessor or the Lessor's  affiliates.

     17.  Default  By The  Lessee.  PROVIDED,  ALSO,  and this lease is upon the
condition, that (a) in the event of any failure by the Lessee to pay any item of
rental  (whether  the Net  Minimum  Rental  or any  item of  additional  rental)
continuing for ten (10) days after Notice  specifying such failure,  without its
being  waived or  cured;  or (b) in the event of any  failure  by the  Lessee to
perform,  fulfill or observe any other representation,  warranty or agreement by
the Lessee set forth herein,  continuing  for thirty (30) days after Notice from
the Lessor  specifying  such  failure,  without  its being  waived or its effect
cured,  or the cure thereof  commenced  and  diligently  prosecuted at all times
thereafter; or (c) in the event that the estate created hereby shall be taken on
execution,  or by other  process of law;  or (d) in the event that the Lessee or
any guarantor of the Lessee shall commit any act which would permit the entry of
an order for relief under the Bankruptcy  Code (or any successor  thereto) or be
declared  bankrupt or  insolvent  according to law; or (e) in the event that any
petition  under  federal or state law  pertaining to bankruptcy or insolvency or
for a reorganization  or other relief shall be filed by or against the Lessee or
any  guarantor of the Lessee;  or (f) in the event that any  assignment,  trust,
mortgage or other  transfer in trust or otherwise  shall be made for the benefit
of creditors;  or (g) in the event that the Lessee or any such  guarantor  shall
make or offer a composition of the Lessee's or such  guarantor's  debts,  as the
case may be, with its creditors,  or (h) in the event that a receiver,  trust or
similar  office or creditors'  committee  shall be appointed  take charge of any
property  of or to  operate  or  wind  up the  affairs  of the  Lessee  or  such
guarantor;  or (i) in the event that the  Lessee  shall  vacate or  abandon  the
Premises,  except  Lessee shall not be deemed to have vacated the Premises if it
has closed the Premises for remodeling,  and such remodeling is completed within
thirty (30) days;  nor shall Lessee be deemed to have  vacated or abandoned  the
premises  so long as it  shall  continue  to pay all Net  Minimum  Rent  and all
additional rent due hereunder,  then in any of said cases  (notwithstanding  any
license of any former breach of covenant or condition.  or waiver of the benefit
hereof, or consent in a former instance),  the Lessor or the Lessor's agents may
lawfully  immediately,  or at any time  thereafter and without further demand or
notice,  enter into and upon the Premises or any part thereof in the name of the
whole and  repossess  the same as of the  Lessor's  former  estate and expel the
Lessee  and those  claiming  by,  through  or under the  Lessee  and  remove the
Lessee's or their effects (in any of said cases forcibly,  if necessary) without
being  deemed  guilty of any manner of  trespass,  and without  prejudice to any
remedies which might otherwise be used for arrears of rental or
<PAGE>
preceding  breach of covenant or  condition,  and upon entry as  aforesaid  this
lease shall terminate,  or the Lessor may terminate this lease by written notice
to the  Lessee,  the  Lessee  in any  event  waiving  all  statutory  rights  of
redemption,  and the  Lessee  covenants  with  the  Lessor  that in case of such
termination,  or in case of termination under statute for default of the Lessee,
the Lessee will at the  election of the Lessor  (which  election  may be made or
changed at any time or from time to time before the settlement), either (a) pay,
as liquidated  damages for so much of the unexpired Term as is covered  thereby,
and at the same  times and in the same  installments  as are  specified  in this
lease,  sums  equal to the  rental and other  payments  herein  named or, if the
Premises shall have been relet, sums equal to the excess of the rental and other
payments last  mentioned  over the net sums actually  received by the Lessor for
the period to which the rental and other payments last mentioned  relate; or (b)
pay, as liquidated  damages for the then unexpired Term, a sum which at the time
of such termination or at the time to which  installments of liquidated  damages
shall have been paid  represents  the  excess of the  rental and other  payments
herein  named over the then rental  value of the Premises for the residue of the
Term; or (c) indemnify the Lessor  against loss of the rental and other payments
herein  named  at the  time  of  such  termination  or from  the  time to  which
installments of liquidated  damages shall have been paid,  during the residue of
the Term each of the foregoing three  alternatives  being separable.  The rental
and other  payments  named herein  shall be deemed to be the Net Minimum  Rental
plus all items of additional  rental herein named.  In addition to the foregoing
and regardless of which of the foregoing  alternatives  shall have been elected,
the Lessee  agrees to pay to the Lessor on demand all  expenses  incurred by the
Lessor  in  order to (a)  obtain  possession  of the  Premises;  (b)  make  such
alterations,  improvements, repairs, replacements, renovation and restoration as
the Lessor deems necessary or advisable to put the Premises in good and rentable
repair,  order and  condition;  and (c) relet the  Premises,  including  without
limitation,   the  fees  of  attorneys,   brokers,   engineers  and  architects.
Notwithstanding  anything  elsewhere in this lease  contained,  however,  in the
event that  during any twelve (12) month  period the Lessor  shall have sent two
(2) or more  notices of the kind  referred to in Clauses (a) or (b) in the first
sentence of this paragraph,  even though the Lessee shall have cured the failure
or failures  specified in such  notices,  or waived the cure  thereof,  or, with
respect to a notice of the kind referred to in Clause (b) in the first  sentence
of this Section 17,  commenced such cure and diligently  prosecuted  same at all
times  thereafter,  and in the event that  subsequently the Lessee shall fail to
pay any item of rental or perform,  fulfill or observe any other representation,
warranty  or  agreement  of the  Lessee  set forth  herein  (all as set forth in
Clauses (a) and (b) in the first sentence of this  paragraph),  then in any such
event the  provisions for notice and grace periods set forth in such Clauses (a)
and (b) shall not be  applicable  to such  subsequent  failure or failures  and,
therefore,  the  Lessor  shall  have the right,  without  demand or  notice,  to
exercise  all of its  rights  and  remedies  set  forth  in  this  paragraph  or
otherwise.


     In the event that any failure by the Lessee to perform,  fulfill or observe
any  agreement  herein to be  performed,  fulfilled  or  observed  by the Lessee
continues for thirty (30) days, or, in situations  involving potential danger to
the health or safety of persons in, or about the Premises or a further  material
deterioration  of, or damage to, the Premises,  after written notice  specifying
such failure  without its being waived,  its effect  cured,  or the cure thereof
commenced and diligently  prosecuted at all times thereafter,  the Lessor may at
its election perform, fulfill or observe such agreement for and on behalf of the
Lessee, and any amount which the Lessor shall expend for such purpose,  or which
shall
<PAGE>
otherwise  be due by the Lessee to the Lessor  hereunder,  shall be deemed to be
additional  rental  and shall be paid to the  Lessor on  demand,  together  with
interest thereon at the Lease Interest Rate, from the date of expenditure or the
date the same shall have become due to the date of payment thereof in full.

     Whenever in this lease  provision  is made that either party shall have the
right to terminate  this lease,  then,  unless in said provision it is expressly
provided  otherwise,  neither party shall  thereafter have any claim against the
other  under this lease or on account of the  termination  thereof.

     Whenever  in this Lease  provision  is made for the  performance  by either
party of any term,  covenant,  condition or agreement  herein contained within a
specified  time  period,  such period  shall be extended  for the period (not to
exceed  ninety  (90)  days) of any delay in  performance  caused by acts of God,
material  shortages,  or other  conditions  beyond the  control  of such  party.
Nothing  herein  contained  shall in any way be construed to extend the time for
performance of any monetary  obligation  herein  contained

     18.  Quiet Enjoyment.  Lessee,  subject to the Terms and provisions of this
Lease,  on payment of the Net Minimum  Rental and all other  rental  charges and
observing,  keeping and performing all of the other Terms and provisions of this
Lease on Lessee's  part to be  observed,  kept and  performed,  shall  lawfully,
peaceably and quietly have, hold,  occupy and enjoy the Premises during the Term
hereof,  without  hindrance  or  ejection  by Lessor or any party  claiming  by,
through or under Lessor; the foregoing covenant is in lieu of any other covenant
express or implied.


     19.  Broker.  The Lessee and lessor covenant and agree with each other that
it has not dealt with any broker or any other person who would be entitled to be
paid a fee,  commission or any other  compensation  (the "Broker") in connection
with this lease and the use and  occupation  of the Premises by the Lessee,  and
Lessee and Lessor shall  indemnify and hold the other  harmless from any loss or
damage  caused  by  such  party's   misrepresentation   herein  contained.

     20.  Subsidiaries  or  Affiliates  of Lessor.  The Lessee will not claim or
attempt to enforce any right or remedy against any one or more of the employees,
agents, officers,  directors, parents, subsidiaries or affiliates of the Lessor,
arising out of or in any way based upon this lease or any act or omission by the
Lessor  with  respect to this lease or all or any  portion  of the  Premises  or
Shopping  Center,  except  to the  extent  expressly  permitted  by any  written
instrument signed by any one or more of the foregoing. The Lessor will not claim
or  attempt  to  enforce  any  right-or  remedy  against  any one or more of the
employees,  agents,  officers or  directors of Lessee for any breach of Lessee's
obligations-hereunder  except to the extent  expressly  permitted by any written
consent  signed by one or more of the  foregoing.

     21.  Notice of Default to the Lessor. In no event will the Lessor be deemed
to be in default  because of any  failure by the Lessor to  perform,  fulfill or
observe any covenant or  agreement  set forth herein or because of any breach of
any warranty by the Lessor set forth  herein for thirty (30) days after  written
notice to the  Lessor  specifying  such  failure or  breach,  without  its being
waived,  or if its  effect is cured,  or if the cure  thereof is  commenced  and
diligently  prosecuted  thereafter.
<PAGE>
     22.  Subordination.  (a) The Lessee will on request,  any time or from time
to time by any holder of a mortgage on all or any portion of the Shopping Center
(i) subordinate  this lease and all of the Lessee's rights and estate  hereunder
to such mortgage and to any renewals, extensions,  substitutions,  refinancings,
modifications or amendments thereof if the holder of such mortgage shall provide
to  Lessee a  non-disturbance  agreement  to the  effect  that in the event of a
foreclosure of such mortgage, Lessee's possession of the Premises and its rights
and privileges under this Lease shall not be disturbed by such holder, or anyone
claiming  under such holder so long as Lessee shall not be in default under this
Lease;  or (ii)  declare  this  lease to be prior  to such  mortgage  and to any
renewals,  extensions,  modifications or amendments thereof;  and in either such
case,  Lessee will on request agree with such holder that the Lessee will attorn
thereto in the event of  foreclosure  and that the Lessee  will not  without the
consent of such holder amend this lease or prepay any item of rental  hereunder.

     (b)  If Lessor  shall elect to convert the  Shopping  Center or any portion
thereof to a condominium  (which  election may be changed from time to time) and
the Premises  shall  constitute a unit thereof,  Lessee agrees that, at Lessor's
request,  it  shall  subordinate  this  lease  to  the  condominium   documents,
including,  without  limitation,  the Master Deed provided such documents do not
materially  adversely  affect Lessee's rights and interests under this Lease and
that this Lease shall be deemed to refer to the condominium unit constituting or
approximately   constituting   the  Premises,   and  Lessee  shall  observe  the
obligations  imposed  upon  occupants  of units to the extent  not  inconsistent
herewith;  provided,  however,  that Lessor  shall have and retain all rights to
vote or other rights  associated with a unit. If Lessor shall intend to sell the
unit,  Lessor  shall  offer such unit to Lessee upon the terms,  provisions  and
conditions  which  Lessor would be willing to sell the same to a bona fide third
party;  and Lessee shall have thirty (30) days within which to accept such offer
in  writing.  Such  condominium  documents  shall not be  inconsistent  with the
provisions of this lease or adversely  affect Lessee.

     23.  No  Liens.   The  Lessee   will   forthwith   cause  any   mechanics',
materialmen's  or other liens which may be  recorded or  perfected  or which may
otherwise  attach to all or any  portion of the  Shopping  Center as a result of
work done by or for the Lessee to be  discharged  or released of record or fully
bonded by a surety  satisfactory to the Lessor.

     24.  Entry and  Inspection  By The Lessor.  The Lessor and its agents shall
have the right to enter into and upon the Premises or any part  thereof,  at all
reasonable times and upon reasonable  notice,  only  when-accompanied  by a bank
officer who will be made available for the purpose, to examine the same and make
repairs or alterations the Lessor is expressly  required hereunder or desires to
make thereto. On or before the Commencement Date, Lessee shall provide to Lessor
names and telephone  numbers of all bank officers  Lessor may contact to respond
in the event of an emergency and alternative procedures Lessor may follow in the
event such persons are not available in such  emergency  situations.  The Lessee
shall permit  inspection  of the Premises  (except for the vault  areas)t at all
reasonable times upon reasonable notice, by prospective purchasers or mortgagees
and during the last year of the Term,  by  prospective  lessees and shall permit
the usual "To Let" or "For Sale" signs to be placed on the Premises.
<PAGE>
     25.  Notice to Mortgagee.  Upon receipt of a written  request by the Lessor
or any  holder or a  mortgage  on all or any part of the  Premises  or  Shopping
Center, the Lessee will thereafter send any such holder copies of all notices of
default or  termination  or both given by the Lessee to the Lessor in accordance
with any  provision of this Lease.  In the event of any failure by the Lessor to
perform,  fulfill or observe any agreement by the Lessor herein or any breach by
the Lessor of any  representation  or  warranty of the Lessor  herein,  any such
holder may at its election  cure such failure or breach for and on behalf of the
Lessor.

     26.  Memorandum of Lease.  Neither  party will record this lease,  but each
party will on demand by the other party  execute an  appropriate  memorandum  or
notice  of this  lease  in form and  substance  reasonably  satisfactory  to the
Lessor, and either party may record same at its expense.  Promptly following the
Commencement  Date,  the parties will execute a document in recordable  form and
satisfactory in form and substance to the Lessor setting Forth the  commencement
and  expiration  dates of the Term.

     27.  Waiver of Subrogation. To the extent available under standard policies
of insurance without extra cost, or if extra cost shall be charged therefor,  so
long as the other  party pays such extra  cost,  each  party  hereby  waives all
liability and all rights to recovery and  subrogation  against,  and agrees that
neither it nor its  insurers  will sue the other party for any loss of or damage
to  property  arising  out of fire or  casualty  and each party  agrees that all
insurance  policies relating to the Premises will contain waivers by the insurer
of such liability,  recovery,  subrogation and suit. If extra cost is chargeable
therefor,  each party  shall  advise the other  party of the amount of the extra
cost and the other party,  at its election,  may pay the same,  but shall not be
obligated  to do so.

     28.  Repairs By The Lessor. Except to the extent that the same shall be the
responsibility  of the Lessee  pursuant to any other term or  provision  of this
lease,  and except for delays caused by or resulting from act of God, war, fire,
casualty;  strike,  shortage of labor or materials or any other cause beyond the
Lessor's  control,  the Lessor  agrees to  maintain  and  repair all  structural
portions of the Premises and the  foundations  thereof  including the structural
portions of the walls,  exterior and demising,  the floor, and sub-floor and the
roof  but  specifically  excluding  any  non-structural  portion  of  any of the
foregoing.

     29.  Estoppel Letter. The Lessee will from time to time, upon not less than
fifteen (15) days' prior written  request by the Lessor,  deliver to the Lessor,
any actual or  prospective  purchaser or holder of a mortgage on all or any part
of the Premises a written statement  certifying  whether or not this lease is in
full  force and  effect  and  stating  (a) the last date to which the rental and
other payments have been made; (b) the  amendments,  if any, to this lease;  (c)
whether  or not the  Lessor is in default  in the  performance,  fulfillment  or
observance of any representation,  warranty or agreement set forth herein or has
any  indebtedness  to the Lessee for the  payment of money;  and (d) if so, each
default or indebtedness.  The Lessee hereby  irrevocably  appoints the Lessor as
its agent and  attorney-in-fact to execute and deliver any such statement,  such
appointment  being  coupled  with an  interest,  in the event that  within  such
fifteen (15) day period,  the Lessee shall fail so to deliver any such statement
to the  Lessor or any such  actual  or  prospective  purchaser  or  holder.

     30.  Collateral  Assignment of Lease. With respect to any assignment by the
Lessor of the Lessor's  interest in this lease or the rental and other  payments
payable
<PAGE>
hereunder,  conditional in nature or otherwise,  which assignment is made to the
holder of a first mortgage on the Lessor's estate,  the Lessee agrees.


          (a)  that the  execution  thereof  by the  Lessor  and the  acceptance
               thereof by the holder of such  mortgage  shall never be deemed an
               assumption by such holder of any of the obligations of the Lessor
               hereunder,  unless such holder shall,  by written  notice sent to
               the Lessee,  expressly  otherwise elect; and

          (b)  that, except as aforesaid, such holder shall be treated as having
               assumed the Lessor's obligations  hereunder only upon foreclosure
               of such  holder's  mortgage and the taking of  possession  of the
               Premises.

     31.  No   Liability.   Anything   else  in  this  lease  to  the   contrary
notwithstanding,  the Lessee shall look solely to the estate and property of the
Lessor in the Shopping Center for the  satisfaction of any claim for the payment
of money by the  Lessor by reason of any  default or breach by the Lessor of any
of the terms and provisions of this lease to be performed, fulfilled or observed
by the Lessor, and no other property or assets of the Lessor shall be subject to
levy,  execution or other  enforcement  procedure  for the  satisfaction  of the
Lessee's remedies for any such default or breach.

     32.  The Lessor  While An Owner.  As used  herein  "Lessor"  shall mean the
owner from time to time of the  Lessor's  estate and  property  in the  Shopping
Center and if such  estate and  property be sold or  transferred,  the seller or
transferor  shall  thereupon  be relieved  of all  obligations  and  liabilities
hereunder thereafter arising or occurring, and the purchaser or transferee shall
thereupon  be deemed to have  assumed  and agreed to  perform  and  observe  all
obligations and liabilities  hereunder  thereafter arising or occurring or based
on occurrences  or situations  thereafter  arising or occurring,  subject in any
event to the  provisions  of  Section  32.

     33.  Miscellaneous.  All  terms  and  provisions  of this  lease  shall  be
independent  and shall inure to the benefit of and be binding  upon the personal
representatives,  successors  and assigns of the  parties,  except as  otherwise
expressly  provided  herein.  Every term and  provision  of this lease  shall be
deemed of the  essence and every  breach  thereof  material  to the Lessor.  All
representations,  warranties  and agreement of the Lessee in this lease shall be
deemed special, unique and extraordinary; any breach of any provision thereof by
the Lessee shall be deemed to cause the Lessor  irreparable  injury not properly
compensable  by damages in an action at law,  and the rights and remedies of the
Lessor  hereunder  may  therefore  be  enforced  both  at law or in  equity,  by
injunction  or  otherwise.  All  rights  and  remedies  of each  party  shall be
cumulative  and not  alternative,  in addition to and not exclusive of any other
right or remedy to which  such  party may be  lawfully  entitled  in case of any
breach or threatened  breach of any term or provision herein except as otherwise
expressly  provided  herein;  the rights  and  remedies  of each party  shall be
continuing  and  not  exhausted  by any  one or more  uses  thereof,  and may be
exercised at any time or from time to time and as often as may be expedient; any
option or  election  to enforce  any such right or remedy  may be  exercised  or
changed  at any time or from time to time.  This  lease  sets  forth the  entire
agreement of the parties, and no custom, act,  forbearance,  or words or silence
at any time, gratuitous or otherwise,  shall impose any additional obligation or
liability upon either party or waive or release either party from any
<PAGE>
default or the  performance  of  fulfillment  of any  obligation or liability or
operate as against either party as a supplement, alteration, amendment or change
of any term or provision set forth  herein,  including  this Clause,  unless set
forth in a written-instrument duly executed by such party expressly stating that
it is  intended to impose  such an  additional  obligation  or  liability  or to
constitute such a waiver or release, or that it is intended 10 operate as such a
supplement, alteration, amendment or change.


     34.  Notice. All notices and other  communications  shall be in writing and
deemed given and delivered to the Lessor when mailed, by registered or certified
mail, postage and registration or certification charges prepaid,  addressed,  in
the case of the  Lessor,  to the  Lessor at the  Lessor's  Address  set forth in
Section 1, with a copy  simultaneously  so mailed to the  Lessor's  Counsel  set
forth in Section 1, at its address set forth in Section 1; and addressed, in the
case of the Lessee,  to the Lessee at the Lessee's  Address set forth in Section
1, with a copy  simultaneously  so marked to the  Lessee's  counsel set forth in
Section  1,  except  that  either  party may,  by  written  notice to the other,
designate  another address which shall thereupon become the effective address of
such party for the purposes of this Section.

     35.  Local Law.  This lease shall be construed and enforced in all respects
in accordance with the laws of the state in which the Premises are located:

     36.  Headings.  The Cover Page and Table of Contents  preceding  this lease
and the  captions to the various  Sections of this lease have been  inserted for
reference  only and shall not in any manner be construed as modifying,  amending
or affecting in any way the express terms and provisions hereof.

     37. Separability, If any term or provision of this lease or the application
thereof to any person,  property or circumstance  shall to any extent be invalid
or  unenforceable,  the remainder of this lease, or the application of such term
or provision to persons,  properties  and  circumstances  other than those as to
which it is invalid or unenforceable,  shall not be affected  thereby,  and each
term and  provision  of this lease  shall be valid and  enforced  to the fullest
extent permitted by law.

     38.  Authority.  The  execution  and delivery of this Lease by the party so
executing  and  delivering  this  Lease on  behalf  of the  Lessor  and  Lessee,
respectively,  constitutes a warranty and representation by such party that such
party is duly  authorized
<PAGE>
and  empowered for and on behalf of such party to execute and deliver this Lease
and that this Lease  constitutes  a valid and binding  obligation of such party.


     WITNESS  the  execution  hereof  under  seal the day and year  first  above
written


SEAL

WITNESS:                                         LESSOR:

                                                 89 PLEASANT STREET REALTY TRUST

/s/                                              By:  /s/ Andrew B. Rose
--------------------------                            --------------------------
                                                      Andrew B. Rose, as Trustee
                                                      as aforesaid, and not
                                                      individually

WITNESS:                                         LESSEE:

                                                 IPSWICH SAVINGS BANK


/s/                                              By:  /s/ David L. Grey
--------------------------                            --------------------------
                                                      President not individually
                                                      (duly authorized)