LEASE

THIS LEASE,  entered  into this 12th day of June,  1998,  between  Linda  Farnum
("Owner"), Benjamin Farnum ("Assignee"),  both of North Andover,  Massachusetts,
hereinafter  called the "Landlord"  (which expression shall include their heirs,
executors, administrators,  legal representatives,  successors and assigns), and
Ipswich Savings Bank of 23 Market Street, Ipswich, Massachusetts hereinafter the
"Tenant" (which  expression  shall include its successors and assigns).


WHEREAS the Owner is successor to Nettie A. Humphreys  who, as Landlord  entered
into a lease with  BankBoston  N.A.  dated October 25, 1977 as the same may have
been  amended and  extended by Letter of July 17,  1997 and  Amendment  to Lease
dated December 3, 1997 ("BankBoston Lease"); and


WHEREAS  BankBoston's  interest  in the  BankBoston  Lease was  assigned  to the
Assignee under an Assignment and Assumption of Lease dated December 3, 1997, and

WHEREAS  Owner,  Assignee and Tenant entered into an Option to Lease Real Estate
dated  April 14,  1998,  which  Option is  exercised  by the  execution  of this
sublease (hereinafter  "Lease");

WHEREAS  BankBoston has consented to this Lease by a consent document dated June
5, 1998 attached hereto as exhibit "A"

NOW, THEREFORE,  the Landlord  (consisting  of the Owner and Assignee  together)
and Tenant covenant and agree as follows:


1.      PREMISES: The Landlord does hereby demise and lease unto the Subtenant a
certain  parcel of  registered  land with the  building  and other  improvements
thereon  (hereinafter  called  the  ("Premises")  situated  at 470 Main  Street,
Reading,
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Massachusetts,  and  bounded  and  described  as set forth on  Exhibit B annexed
hereto and made a part hereof by reference.

2.      USE: Subject to Tenant obtaining all necessary permits and approvals,
Tenant may use the Premises for a branch bank with a drive-in teller window and,
provided  Landlord  gives prior written  consent which will not be  unreasonably
withheld,  for any  other  lawful  purpose.  Landlord  shall  have the  right to
withhold Landlord's consent to any use of the Premises as a restaurant



3       TERM:  The  term of this  Lease  shall  be five  years  from the date of
execution of this Lease.  The Tenant is also granted three (3) options to extend
said term for  further  successive  periods  of five (5) years  each,  each such
option to be exercised  by written  notice to Landlord at least ninety (90) days
prior to the  expiration of the then existent  term, and upon the giving of such
notice, without any further instrument,  lease or agreement, this lease shall be
extended.

4.      RENT:  Tenant will pay Landlord rent at the rate of Forty Eight Thousand
and 00/100  Dollars  ($48,000.00)  per year during the first two and one half (2
1/2) years of the original term.  Said rent shall be paid by the Tenant in equal
monthly  installments of Four Thousand and 00/100 Dollars ($4000.00) each on the
first  day of each  month in  advance  during  said  period.  The rent  shall be
increased  at the end of each two and one half (2 l/2)  year  period  ("Period")
during the original term and any  extension  term, if any, by the higher of Five
(5%) Percent of the latest rent or the percentage increase in the cost of living
as indicated by the United States  Bureau of Labor  Statistics,  Consumer  Price
Index for all Urban  Consumers,  Boston,  Mass.  {CPI- U} ("Index")  between the
point at which the Index stood a month prior to the  Beginning of the Period and
the point at which the Index  stands one month prior to the day as of which such
adjustment  is being  made.

        If said Index is no longer in  existence,  then a  comparable  successor
index or other governmental index or other method shall be used to ascertain the
amount of increase in the cost of living.

5.      TAXES:  The Tenant will pay, at least  fifteen (15) days before the date
on which  interest or penalties  would begin to accrue on account of such taxes,
directly to the taxing  authority,  all municipal  real estate taxes,  liens and
assessments levied against the Premises during the original term commencing with
the  execution of this Lease and also during any  extensions or renewals of said
Lease or  during  the  continued  occupancy  of the  Premises  by  Tenant  after
expiration of the Lease. Such real estate taxes,  municipal liens or assessments
shall be  apportioned  in the first year in which the Tenant is obligated to pay
such taxes and in the year in which shall occur the termination or expiration of
this Lease.
        If any first  mortgagee of the Premises  shall require  Landlord to make
monthly payments to it on account of real estate taxes which Tenant is obligated
to pay under this  Lease,  then for so long as such  deposits  may be  required,
Tenant shall make monthly  payments of such  estimated  taxes to Landlord on the
same day Tenant pays its basic monthly rent hereunder.  The Landlord may and, at
the  request  of the  Tenant,  shall make  application  for  abatement  of taxes
assessed  upon  the  Premises  and  will  diligently  prosecute  the  same  to a
conclusion,  or it will, at the election of the Tenant,  permit the Tenant to do
so in the name of the Landlord,  or in the name of the Tenant if the law will so
permit;  provided,  however,  that the Tenant shall bear the expense of bringing
and prosecuting any such proceedings concerning the Premises and shall reimburse
Landlord for any such expense or, if requested by Landlord, pay any such expense
directly.


6.      INSURANCE:  Tenant shall maintain:  (i) physical hazard  insurance on an
"all risks" basis in an amount not less than 100%
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of the full  replacement  cost of the Premises;  (ii) flood  insurance if and as
required by applicable federal law; and (iii)  comprehensive  commercial general
liability  insurance in an amount of not less than $1,000,000 per occurrence and
a combined  aggregate  blanket  coverage of not less than  $5,000,000  including
contractual liability coverage.
        All  policies  regarding  such  insurance  shall be issued by  companies
licensed  to do business in the state where the policy is issued and also in The
Commonwealth of Massachusetts  that have a financial rating and size and provide
deductible amounts  acceptable to Landlord,  name Landlord and/or if directed by
Landlord any mortgagee of the Premises,  loss payee and/or  additional  insured,
and provide that no cancellation or material modification of such policies shall
occur  without  thirty  days prior  written  notice to the  Landlord  and/or any
covered mortgagee.
                Such policies shall include:

        (i)     a replacement cost endorsement;

        (ii)    a demolition cost endorsement;

        (iii)   an increased cost of construction endorsement; and

        (iv)    such other endorsements as Landlord may reasonably require.

        Tenant will furnish to Landlord  annually and upon request such original
policies,  certificates  of insurance,  or other evidence of the foregoing as is
acceptable to Landlord.  The terms of all insurance  policies shall be such that
no co- insurance  provisions  apply, or if a policy does contain a co- insurance
provision,  Tenant shall insure the Premises in an amount  sufficient to prevent
the application of the co-insurance provisions;
        Tenant shall not permit any use of the premises  which shall be contrary
to any law or regulation  from time to time  established by the New England Fire
Insurance Rating  Association,  or any similar body succeeding to its powers.

7.      UTILITIES:  Tenant  during the term hereof or any holding  over  period,
shall pay for all water, gas, electricity, fuel, or other
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utilities  and services  and for all sewer and sewer use charges  consumed on or
relating to the Premises.

8.      CONDITION OF PREMISES, REPAIRS AND MAINTENANCE:

        (a)     Tenant  accepts the Premises in the  condition in which they are
                on the date of  commencement  of the term  hereof  acknowledging
                that they are in good order and condition and sufficient for the
                uses intended by Tenant.  Tenant agrees that it has had full and
                adequate  opportunity to inspect the Premises and has done so to
                its satisfaction.  Landlord had made and Tenant has relied on no
                representations  and warranties,  whether express or implied, as
                to the  condition  of the  Premises  or  their  suitability  for
                Tenant's use.
        (b)     Tenant will maintain the Premises,  reasonable  use and wear and
                tear and  damage  by fire or  casualty  excepted  and will  make
                repairs,  restorations  and  replacements to the Premises as and
                when needed to preserve the Premises in the condition  they were
                in at the date of the  commencement  of this  Lease.
        (c)     Tenant  shall at its  expense  maintain,  repair  and  renew (as
                necessary) the Premises including all its mechanical and utility
                systems, so as to keep them in good and safe operating condition
                in all  respects.
        (d)     Tenant  shall  at its own  expense  keep the  sidewalks,  curbs,
                entrances,  passageways,  parking  lot and areas  adjoining  the
                Premises in a clean and orderly condition,  free from snow, ice,
                rubbish and  obstructions.
        (e)     Tenant  shall at its own  expense  conform  to and  satisfy  any
                present  or  future  governmental  or  regulatory   requirements
                applicable  to the  Premises  which must be  satisfied to enable
                Tenant to use the  Premises for  Tenant's  purposes.
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        (f)     Tenant  shall pay to the  Landlord  a  security  deposit  in the
                amount of $4,000 which Landlord shall retain as security for the
                performance of the Tenant's obligations hereunder.  Such deposit
                shall be  returned to the Tenant  within  thirty (30) days after
                the end of the term of this Lease  provided the Premises at such
                time are in the same  condition  as they are now in,  reasonable
                wear and tear and  damage by  casualty  only  excepted,  and the
                Tenant is not otherwise in default hereunder. Landlord shall not
                be liable to Tenant for any interest on such payment,  shall not
                be obligated to escrow or segregate  such amount,  and shall not
                be liable to account for such amount to Tenant until termination
                of this Lease.
        (g)     All property of any kind which may be on the  Premises  (whether
                belonging  to the  Tenant or to third  persons)  shall be at the
                sole risk of  Tenant  or those  claiming  by,  through  or under
                Tenant,  and  Landlord  shall not be  liable  to Tenant  for any
                injury, loss or damage to any person or property on the Premises
                in any event.

9.      ASSIGNMENT:  The  Landlord  agrees that the Tenant may sublet all or any
part of the Premises or of the building  thereon,  or may assign this Lease, but
only with the  written  consent  of  Landlord,  which  will not be  unreasonably
withheld,  at any time or times during  either the  original  term or any option
period.  Notwithstanding  any such  assignment or  subletting,  the Tenant shall
remain directly liable for the performance of all lease  obligations  under this
lease,  including  without  limitation  the  payment  of rent and other sums due
hereunder.

10.     ALTERATIONS.
        (a)     Tenant  shall  have  the  right  to  make  such   non-structural
                alterations,  additions and  improvements to the Premises as may
                be necessary or desirable for its business provided that in each
                instance  Tenant shall obtain
<PAGE>
                Landlord's  prior  written  consent  thereto  which shall not be
                unreasonably  withheld.  No  other  alterations,  additions  and
                improvements  shall  be  permitted  without  the  prior  written
                consent of Landlord  which may be withheld  in  Landlord's  sole
                discretion.
        (b)     Tenant  shall,  before  making  any  alterations,  additions  or
                improvements  at its own expense  obtain all permits,  approvals
                and  certificates  required by any  governmental  authority  and
                shall promptly deliver copies of same to Landlord.  Tenant shall
                cause  Tenant's  contractors  and  subcontractors  to carry such
                worker's  compensation,   general  liability  and  personal  and
                property  damage  insurance as Landlord may reasonably  require.
                Tenant  agrees  to hold  Landlord  free  and  harmless  from any
                liability  for  labor or  materials  supplied  for such work and
                shall keep the Premises free from  mechanics or similar liens of
                any kind by obtaining waivers thereof and by removing or bonding
                any lien filed,  within ten (10) days from  receipt of notice of
                the filing thereof.
        (c)     Any  and  all  alterations,  additions  or  improvements  to the
                Premises  made by the Tenant during the term of this Lease shall
                become the property of the Landlord  without payment therefor by
                the Landlord.


11.     INDEMNIFICATION AND LIABILITY:

        (a)     Tenant shall  indemnify  and save Landlord and any holder of any
                mortgage  on the  Premises  harmless  from all  loss and  damage
                arising  in any way out of  Tenant's  use or  occupation  of the
                Premises,  including any reasonable attorney fees or other costs
                incurred to enforce this provision.  Tenant's  obligation  under
                this provision shall survive the termination of this Lease.

        (b)     Tenant  shall not  permit  and shall  take  reasonable  steps to
                prevent any parking on the Premises except by employees,  agents
                and business  invitees of Tenant or any assignee or subtenant of
                Tenant,  and without
<PAGE>
                any assignee or subtenant of Tenant, and without limiting in any
                way Tenant's  obligations  under  subsection (a) of this Section
                11, Tenant shall be fully  responsible  for and shall  indemnify
                and hold Landlord harmless from any loss or liability, including
                any attorney's fees,  whether incurred to enforce this indemnity
                or otherwise,  arising from any parking on the Premises, whether
                permitted or otherwise.

12.     DESTRUCTION  BY CASUALTY:

        (a)     If the  Premises  are  partially  damaged or destroyed by storm,
                fire,  lightening,  earthquake or other casualty,  but are still
                usable  by  Tenant   for  the   conduct  of  its   business   in
                substantially  the same manner as it was  conducted  immediately
                prior to such damage or destruction,  the basic rental hereunder
                shall be adjusted  to take into  account the value of any leased
                space lost as a result of the damage or destruction. Said rental
                adjustment  shall  apply  until the  damage is  repaired  or the
                destroyed  areas are restored by Landlord  (if Landlord  opts to
                effect  such   repairs  or   restoration).   If  the  damage  or
                destruction  is so  extensive  as to  render  the  Premises  not
                suitable for the said conduct of Tenant's  business,  this Lease
                shall  terminate  thirty (30) days after the date of such damage
                or destruction,  unless within said thirty (30) days Landlord by
                notice  either  delivered  to  Tenant  or  mailed  to  Tenant by
                certified mail,  return receipt requested (and postmarked within
                the  aforesaid   thirty-  day  period)  informs  Tenant  of  its
                intention  to repair or restore  the  Premises,  in which  event
                Landlord  shall have sixty (60) days  measured  from the date of
                the damage or destruction  to commence  repair or restoration to
                render  the  Premises  tenantable.  During  the  period  of such
                repairs or restoration the rent hereunder shall be abated in its
                entirety,  except  to the  extent  Tenant
<PAGE>
                is able to use the  Premises,  in which  event the rent shall be
                adjusted to reflect such use. If the Landlord shall not commence
                repair or  restoration  with said  sixty  (60) days or shall not
                thereafter  diligently  pursue  such  repair or  restoration  to
                completion,  Tenant shall have the right to terminate this Lease
                by written notice delivered to Landlord or mailed to Landlord by
                certified mail,  return receipt  requested,  within fifteen (15)
                days  after the  expiration  of said sixty (60) day period or of
                the failure  (which shall then be continuing) by the Landlord to
                diligently  pursue such repair or  restoration,  as the case may
                be. Tenant hereby irrevocably  transfers,  sets over and assigns
                to Landlord all Tenant rights in and to the  insurance  proceeds
                payable on account of damage or destruction to the Premises.  If
                Landlord  shall so elect to  repair  or  restore,  Tenant  shall
                immediately  pay over to Landlord any such proceeds which may be
                paid  to it  directly  or to it and  Landlord  jointly.

13.     EMINENT DOMAIN:

        (a)     If the entire Premises shall be taken for public or quasi-public
                purposes,  then this Lease shall terminate as of the date Tenant
                shall be required by law to vacate the  Premises  and  surrender
                them to the authority making the taking.
        (b)     If such portion of the Premises  shall be taken as to render the
                Premises  unsuitable for the continuance of Tenant's business in
                substantially  the same  manner as the same was being  conducted
                immediately  prior to such  taking,  then Tenant  shall have the
                right to  terminate  this  Lease by  giving  written  notice  to
                Landlord  within  thirty  (30) days  after  receipt of Notice of
                Entry for purposes of effectuating  the taking.  If the costs of
                repairing or restoring  the Premises  after a partial  taking is
                more than twenty (20%) percent of their value
<PAGE>
                immediately  prior to such  taking,  Landlord  may at its option
                terminate  this Lease by written  notice to Tenant within thirty
                (30) days after the date of the taking.
        (c)     If this Lease shall not be so terminated, Landlord shall restore
                the  Premises  with  all  reasonable  dispatch  to as  close  as
                possible to the condition the Premises were in immediately prior
                to said  taking.  Any  provision of this  subsection  (c) to the
                contrary  notwithstanding,  Landlord  shall not be  required  to
                restore  if  Landlord's   mortgagees   shall  refuse  to  permit
                application  of  Landlord's  condemnation  proceeds  towards the
                costs  of such  restoration.
        (d)     If  the  Premises,  or  any  part  thereof,  shall  be  rendered
                untenantable  and the Lease is not  terminated,  the rent herein
                reserved  or a just and  proportionate  part  thereof,  shall be
                suspended  or abated  according  to the nature and extent of the
                taking from the date of such taking until the Premises  shall be
                restored, and if after such restoration the Premises are smaller
                than they were  prior to the  taking or the  utility  thereof to
                Tenant otherwise diminished,  the annual rent shall be equitably
                reduced.
        (e)     In the event of any such taking,  the proceeds  thereof shall be
                payable  to  Landlord  or  Landlord's  first  mortgagee,  if  so
                required  by the  applicable  terms of the  mortgage  and Tenant
                shall have absolutely no right or interest in any award.  Tenant
                hereby irrevocably appoints Landlord as its attorney in fact for
                purposes of collecting any such  condemnation  award and dealing
                with all governmental  authorities  with respect  thereto.  This
                power of  attorney  is  coupled  with an  interest  and hence is
                irrevocable.
        (f)     If  Landlord   shall  be  obligated  to  repair  or  restore  as
                aforesaid,  and if the  Premises  are  restored  within four (4)
                months  after  the date of such
<PAGE>
                taking,  then Tenant  may,  in addition to all other  rights and
                remedies it may have,  terminate this Lease.

14      TENANT'S FAILURE TO PERFORM:

        (a)     If Tenant shall at any time fail to pay any tax or assessment as
                required  in this Lease or to take out, of pay for,  maintain or
                deliver  any of the  insurance  policies  provided  for in  this
                Lease,  or shall fail to make any other  payment or perform  any
                other act on its part to be made or performed  under this Lease,
                then Landlord, after thirty (30) days' written notice to Tenant,
                except when other notice is expressly provided for in this Lease
                (or without notice in case of an emergency), and without waiving
                or releasing  Tenant from any obligation of Tenant  contained in
                this Lease,  may (but shall be under no  obligation  to)
                (l)     Pay any tax or assessment  so payable by Tenant;  or
                (2)     Take  out,  pay for and  maintain  any of the  insurance
                        policies  provided  for in this  Lease;  or
                (3)     make  any  other  payments  or  perform  or  cause to be
                        performed  any  act  on  Tenant's  part  to be  made  or
                        performed as in this Lease provided;
                and may enter upon the Premises for any such  purpose,  and take
                all such action  thereon as may be necessary  therefor.
        (b)     All sums so paid by Landlord and all costs and expenses incurred
                by Landlord in connection  with the performance of any such act,
                together with  interest  thereon at the rate of 14% per annum or
                such  lesser  rate  as may  at the  time  be  the  maximum  rate
                permitted by law, from the respective dates of Landlord's making
                of such  payments or  incurring  of each such cost and  expense,
                shall be paid by  Tenant  to  Landlord  on demand as if the same
                were  additional  rent hereunder (and  nonpayment of which shall
                have the  consequences  as nonpayment of rent).
<PAGE>
        15.     MECHANIC'S LIENS: Notice is hereby given that Landlord shall not
                be  liable  for  any  labor  or  materials  furnished,  or to be
                furnished to the Tenant and no  mechanic's  liens or other liens
                for any such  labor or  materials  shall,  except  as  otherwise
                required by law,  attach to or affect the  reversionary or other
                estate or interest of  Landlord in and to the  Premises.  Tenant
                further agrees to indemnify and hold harmless  Landlord  against
                any and all costs it may  suffer  on  account  of the same.  16.

        16.     LANDLORD'S  ACCESS:  Tenant agrees that Landlord upon reasonable
                advance   notice  to  Tenant  (or  without  notice  in  case  of
                emergency) may enter upon the Premises at reasonable hours so as
                not to unduly  interfere  with the normal  conduct  of  Tenant's
                business (or at any time in case of emergency)  for the purposes
                of inspecting the same and making  repairs  thereto as it may be
                required  or  permitted  to do under  the  terms of this  Lease.
                Landlord shall have the right,  during the last year of the term
                hereof or after  Tenant  has  failed  to  exercise  any  renewal
                option, to place signs upon the Premises indicating they are for
                sale or for rent,  and to enter the  Premises and to exhibit the
                same for the  purposes  of sale or  mortgage  and to exhibit the
                same to any prospective Tenant.

        17.     EXPIRATION OF TERM:
                (a)     Tenant at the  expiration of the term hereof,  or at any
                        prior  termination as herein  provided,  shall peaceably
                        yield up the  Premises and all  additions,  improvements
                        and alterations made thereupon in the same condition and
                        repair as the same were in at the  commencement  of this
                        Lease,  or may have been put in  thereafter,  reasonable
                        wear and use,  damage  by fire or other  casualty  or by
                        excepted.
                (b)     Tenant and those  claiming by,  through or under Tenant,
                        shall  prior to the  expiration  of this  Lease or prior
                        termination thereof remove its personal property,  trade
<PAGE>
                        fixtures  and any  equipment  installed  by it from  the
                        Premises,  provided  that if  such  removal  causes  any
                        damage to the Premises, Tenant shall promptly repair the
                        same

                (c)     Any   property,   fixtures  or   equipment  of  Tenant's
                        remaining  on the  Premises  after  said  expiration  or
                        termination  may be removed and  disposed of by Landlord
                        as Landlord shall determine, and Landlord may charge the
                        cost of such removal and any repairs or  replacements to
                        the  Tenant,  and  may  retain  the  proceeds  or  other
                        consideration  of any sale or other  disposition of such
                        items.

18.     HOLDING OVER: In the event that Tenant,  or anyone  claiming by, through
or under Tenant,  or if any  property,  fixtures or equipment of any such person
shall  remain  on the  Premises  after  the  termination  of this  Lease  or any
renewals, extensions or modifications thereof, or if any repairs to the Premises
for which any such person is responsible  are commenced but not completed  prior
to such  termination  or if Landlord  notifies  tenant in writing within 15 days
after such  termination  that there are  repairs  required  for which  Tenant is
responsible  and Tenant has an obligation  to make such  repairs,  this shall be
deemed to be a tenancy by such  person  from  month to month  subject to all the
terms and conditions  hereof as may be applicable,  including but not limited to
the payment of taxes and utilities,  provision of insurance,  making repairs and
maintaining the Premises.

19.     SIGNS: No signs, billboards, posters or advertising material of any type
or  description  shall be erected or kept on the Premises  except in  accordance
with local laws,  regulations  and  ordinances.


20.     DEFAULT AND  TERMINATION OF LEASE. If the rent herein reserved shall not
have been paid when due, and shall remain unpaid for ten (10) days after written
notice by Landlord to Tenant;  or if any of the other covenants,  conditions and
obligations of Tenant under this Lease shall not be performed within thirty (30)
days after  written  notice by  Landlord to.
<PAGE>
Tenant  thereof,  or if by the nature of said default more than thirty (30) days
shall be required to cure the same,  if such  curative  action is not  commenced
within thirty (30) days and diligently pursued thereafter until completed; or in
the event that  Tenant  shall be  adjudicated  a bankrupt  or should a permanent
receiver in insolvency or permanent trustee in bankruptcy of Tenant be appointed
and said  appointment  shall not have been vacated  within  sixty (60) days,  or
should Tenant make a general assignment for the benefit of creditors,  or file a
voluntary  petition for  bankruptcy,  then and in each such case,  at Landlord's
option,  and to the extent  allowed by law, but only during the  continuance  of
such default or event of insolvency or bankruptcy, Landlord may declare the term
of this Lease  ended and enter into the  Premises or any part  thereof,  whether
with or without process of law, expel Tenant or any person or persons  occupying
in or upon said Premises,  using such force as may be necessary to do so, and so
repossess and enjoy the said Premises as if Landlord's  former  estate,  without
being guilty of trespass,  forcible entry, detainer or other tort.

21.     ADDITIONAL REMEDIES ON DEFAULT: Notwithstanding any termination pursuant
to Section 20 above or any entry or re-entry by Landlord,  Tenant  agrees to pay
and be liable for on the days originally  fixed herein for the payment  thereof,
amounts equal to the several  installments  of rent and any other charges herein
reserved as they would,  under the terms of this Lease  become due if this Lease
had not  been  terminated  or if  Landlord  had not  entered  or  re-entered  as
aforesaid,  and  whether the  Premises be relet or remain  vacant in whole or in
part or for a period  less  than the  remainder  of the  term,  or for the whole
thereof;  but in the  event  the  Premises  be  relet,  in whole or in part,  by
Landlord,  Tenant  shall be  entitled  to a  credit  in the net  amount  of rent
received by the Landlord in reletting,  after  deduction of reasonable  expenses
incurred in  reletting  the Premises and in  collecting  the rent in  connection
therewith.  Tenant shall also be liable to Landlord for all expenses  (including
reasonable
<PAGE>
attorneys'  fees)  incurred by Landlord in enforcing its rights under this Lease
in the event of a default by Tenant, and such expenses may also be deducted from
any credit due Tenant on account of any reletting by Landlord.

22.     ESTOPPEL CERTIFICATE: Upon not less than fifteen (15) days prior written
request,  Landlord  and  Tenant  agree,  each in favor of the other to  execute,
acknowledge  and deliver a statement  in writing  certifying  that this Lease is
unmodified   and  in  full  force  and  effect  (or,  if  there  have  been  any
modifications that the same are in full force and effect as modified and stating
the  modifications),  and the dates to which the basic rent  hereunder and other
charges have been paid and any other information reasonably requested.  Any such
statement  delivered  pursuant  to  this  paragraph  may be  relied  upon by any
prospective purchaser, mortgagee or lending source.


23.     MORTGAGES:  Landlord  shall  pay when due all  payments  on  account  of
mortgages  affecting the Premises If Landlord  shall fail to make such payments,
Tenant may, after ten (10) days notice to Landlord, during which period Landlord
shall fail to make such payment,  make the payment  required of Landlord for the
benefit of Landlord and Landlord agrees to repay the same to Tenant  immediately
upon  demand  and if not,  Tenant  shall  have the right to deduct the same from
rentals or other sums then payable and/or thereafter accruing under the terms of
this Lease.

24.     SUBORDINATION:  This Lease will be subject and  subordinate to any first
mortgage  hereafter placed upon the Premises to any bank,  insurance  company or
institutional lender of the like.

25.     COVENANT  OF QUIET  ENJOYMENT:  Landlord  covenants  that upon  Tenant's
paying the rent herein  reserved  and  performing  and  observing  all the other
covenants  to be  performed  and  observed  on the part of  Tenant,  Tenant  may
peaceably and quietly have, hold and enjoy the Premises throughout the full term
of this Lease
<PAGE>
without any manner of hindrance or molestation  from Landlord or anyone claiming
under  Landlord.
        No  mortgage  shall be placed by  Landlord  on the  Premises  unless the
mortgagee  enters a  non-disturbance  agreement with respect to this Lease which
reasonably protects Tenant's rights under this Lease.

26.     DISPUTES: It is agreed between the parties that if at any time a dispute
should arise as to the  propriety  or necessity of Tenant  making any payment or
performing any  obligations  required  hereunder,  Tenant may pay or perform the
same under  protest and such payment or  performance  under protest shall not be
considered  to be  voluntary  on the part of  Tenant.

27.     ASSENTS:  No assent,  express or implied,  by one party to any breach of
any  covenant  or  condition  herein  contained  on the part of the  other to be
performed or observed,  and no waiver,  express or implied, of or failure by one
party to insist on the other's  prompt  performance  or  observance  of any such
covenant  or  condition,  shall be  deemed  to be a waiver  of or  assent to any
succeeding  breach of same, or any other covenant or condition,  and,  except as
provided herein,  any party may assert its rights and remedies hereunder without
any  prior or  additional  notice  to the other  that it  proposes  to do so The
payment by Tenant and acceptance by Landlord of rent or other payment  hereunder
or silence by either  party as to any breach  shall not be  construed as waiving
any of such  party's  rights  hereunder  unless such  waiver is in  writing.  No
payment by Tenant or acceptance by Landlord 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 checks hall not be deemed
an accord and satisfaction, and Landlord may accept said check without prejudice
to recover the balance due or pursue any other  remedy which may be available to
Landlord. No waiver, change, modification or discharge by either party hereto of
any  provision  in this  Lease  shall be  deemed  to have  been made or shall be
effective unless expressed in writing and signed by both Landlord and Tenant.
<PAGE>
28.     CUMULATIVE  RIGHTS:  Any and all rights and remedies  which either party
may have  hereunder  shall be  cumulative  and the  exercise  of any one of such
rights  shall not bar the exercise of any other right or remedy which said party
may have. In addition to the other remedies in this Lease provided, Landlord and
the holder of any mortgage shall each be entitled to the restraint by injunction
of the violation or attempted or threatened  violation of any of the  covenants,
conditions or provisions of this Lease or to a decree compelling  performance of
any such covenants,  conditions or provisions.

29.     NOTICES: All notices,  demands and requests which may or are required to
be given by either party to the other shall be in writing. All notices,  demands
and requests to Tenant shall be deemed to have been  properly  given when served
personally on an officer of Tenant or when sent by registered or certified mail,
postage prepaid,  addressed to Tenant at 23 Market Street, Ipswich, MA 01938, or
at such  other  place as  Tenant  may from time to time  designate  in a written
notice to  Landlord  and such  holder.  All  notices,  demands  and  requests to
Landlord  shall be deemed to have been  properly  given if served  personally or
when sent by registered or certified  mail,  postage  prepaid to Landlord at 397
Farnum Street, North Andover, MA 01845-5611, or at such other place or places as
Landlord may from time to time designate in a written notice to Tenant.

30      SHORT FORM:  The parties hereto agree that upon request by either party,
the other party will  execute  whatever  instruments  may be  necessary  for the
recording  of a short  form or  notice  of this  Lease,  and any  amendments  or
modifications  thereof.
<PAGE>
31.     BINDING  EFFECT:  This  Lease  shall be  binding  upon and  inure to the
benefit  of all  administrators,  executors,  personal  representatives,  heirs,
successors and permitted  assigns,  including all permitted  sublessees,  of the
parties hereto. Each sublessee or assignee shall as a precondition to Landlord's
approval of Tenant's  subletting  the Premises or assigning  this Lease  execute
such written  instrument's) as Landlord shall reasonably  require evidencing its
agreement to be bound by each and every term of this Lease,  provided  that such
an agreement shall not unless  specifically  provided  operate to release Tenant
form its  obligations  hereunder.

32.     GENERAL  PROVISIONS:
        (a)     This  instrument  contains  the entire and  exclusive  agreement
                between the parties and  supersedes  and terminates all prior or
                contemporaneous  arrangements,  understandings  and  agreements,
                whether  oral or  written.  This  Lease  may not be  amended  or
                modified,  except by a writing  executed by Landlord  and Tenant
                and  approved by any first  mortgagee.
        (b)     In construing this Lease,  feminine or masculine  pronouns shall
                be substituted for those of neuter form and vice versa,  and the
                plural for  singular  and singular for plural in any place where
                the context may require.
        (c)     This Lease shall be governed by and  interpreted  in  accordance
                with the laws of the Commonwealth of Massachusetts. In the event
                any provision of this Lease shall be determined to be invalid or
                unenforceable under applicable law such provision shall, insofar
                as  possible,  be  construed  or applied in such  manner as will
                permit  enforcement;  otherwise this Lease shall be construed as
                if such  provision  had never  been made  part  hereof.
        (d)     The  headings  used  herein  are used  only for  convenience  of
                reference  and are not to be  considered a part of
<PAGE>
                this  Lease  or to be  used in  determining  the  intent  of the
                parties  hereto.

33.     FIRST  REFUSAL:  If,  at any time  during  the term of this  lease,  the
        Landlord  shall  receive a bona  fide  written  offer  from any party to
        purchase  the Premises  subject to the terms of this Lease,  which offer
        the Landlord  desires to accept,  the Landlord shall give written notice
        to the Tenant of such offer, setting forth all the terms, conditions and
        provisions of the same.  If,  within  fifteen (15) days after receipt of
        such notice and  information,  the Tenant  shall desire to enter into an
        agreement with the Landlord on all the same terms and conditions as such
        offer, then the Landlord shall promptly enter into an agreement with the
        Tenant for the sale of the  Premises to the Tenant on all such terms and
        conditions.  If,  however,  the Tenant  shall not so notify the Landlord
        within  fifteen (15) days after  receipt of advice of such offer and all
        of its terms and conditions, then the Landlord shall be free to sell the
        Premises,  but only in accordance with the terms of such offer, subject,
        however,  to this Lease and all of its terms and conditions,  including,
        without limitation, this Right of First Refusal.

34.     GOVERNMENT APPROVALS: This Lease is contingent upon the Tenant obtaining
        all  necessary   written  approvals  and  permits  from  all  applicable
        government  authorities,  whether  federal,  state or  local,  including
        without limitation any approvals and permits for the use of the Premises
        as a location for a branch bank  together  with a drive in facility.  If
        the Tenant is unable to obtain any of the aforesaid approvals or permits
        within four (4) months after the  execution of this Lease,  then in such
        event the Tenant at any time  after the  execution  of this Lease  shall
        have the right to terminate  this Lease by written notice to that effect
        to the  Landlord,  whereupon  this Lease shall be of no further force or
        effect,  the Security  Deposit shall be returned in accordance  with the
        provisions  of Section 8 (e),  and neither  party  hereto shall have any
        further rights  against the other party at either
<PAGE>
        law or equity. If the Lease is not terminated within such four (4) month
        period,  this Lease  shall  remain in full force and  effect.  If Tenant
        terminates  this Lease  pursuant to this Section,  Tenant shall owe rent
        for any  period  from the  execution  of this  Lease  until  the time of
        termination  and shall not be  entitled  to any refund of rent  covering
        such period.

35.     EXPIRATION OF BANKBOSTON  LEASE: It is hereby agreed between the Parties
hereto that upon the expiration of the BankBoston Lease on or before October 24,
2002,  that this Lease  shall  continue  in full force and effect and become the
sole Lease on the Premises.

        IN WITNESS  WHEREOF,  the  Landlord  and the Tenant have duly  executed,
sealed and  delivered  this  instrument,  the day and year first above  written.
LANDLORD OWNER:
<PAGE>
        IN WITNESS  WHEREOF,  the  Landlord  and the Tenant have duly  executed,
sealed and delivered this instrument, the day and year first above written.


                                         LANDLORD

                                         OWNER:

/s/ William J. Tinti                     /s/ Linda Farnum
-----------------------------------      ---------------------------------------
                                         Linda Farnum

                                         ASSIGNEE:

/s/ William J. Tinti                     /s/ Benjamin Farnum
-----------------------------------      ---------------------------------------
                                         Benjamin Farnum


                                         TENANT

                                         IPSWICH SAVINGS BANK

/s/ William J. Tinti                     By: /s/ David L. Grey
-----------------------------------      ---------------------------------------
                                         Its: President and not individually

<PAGE>
                                    EXHIBIT A

                         CONSENT TO LEASE AND SUBLEASE

        BankBoston,  N.A.,  a national  banking  association  having a principal

office at One  BankBoston  Place,  Waltham,  Massachusetts,  as Assignor under a

certain  Assignment and Assumption of Lease dated December 3, 1997 recorded with

Middlesex  South Land  Registration  Office as Document No. 1052778  relating to

property on 47O Main Street,  Reading,  Massachusetts hereby provides consent as

required  by  Section  9 of said  Assignment  and  Assumption  of  Lease  to the

subsequent assignment and subletting under the Lease to the Ipswich Savings Bank

and this instrument  shall  constitute the prior written consent  necessary from

BankBoston,  N.A.  under said Section to the Lease and Sublease of June 12, 1998

to the Ipswich Savings Bank



BANKBOSTON, N.A.

By: /s/ John C. Duffy                         June 5, 1998
-----------------------------------          -----------------------------------
John C. Duffy, Director                      Date
Retail Facilities Management

/s/                                           June 5, 1998
-----------------------------------          -----------------------------------
Witness Date                                 Date


<PAGE>
                                   EXHIBIT B

        A certain  parcel of registered  land situated on Main Street,  Reading,

Middlesex  County,  Commonwealth  of  Massachusetts,  bounded and  described  as
follows:

EASTERLY    by Main Street, seventy-seven and 48/100 feet;


SOUTHERLY   by land now or formerly of Grace T Laing,  one hundred  thirty-seven
            and 06/100 feet;

WESTERLY    by Ash Street, eighty-three and 83/100 feet; and


NORTHERLY   by lands now or  formerly  of George  Warren  Rushton  et al, and of
            Viola A. Miller et al Trustees,  one hundred  thirty-nine and 40/100
            feet.

        All of said  boundaries  have been  determined  by the Land  Court to be

located as shown on a plan, as modified and approved by the Land Court, filed in

the  Land  Registration  Office,  a copy of a  portion  of which is filed in the

Registry  of Deeds  for the  South  Registry  District  of  Middlesex  County in

Registration  Book 411, Page 25, with Certificate No. 61643,  (Plan No. 20154A)
<PAGE>
                                NOTICE OF LEASE

        In accordance with the provisions of Massachusetts General Laws,

Tercentenary Edition, Chapter 183, Section 4, as amended, notice is hereby given

of the Lease hereinafter referred to:

PARTIES TO LEASE:
-----------------

                  LESSOR:           Linda   Farnum,   Owner
                                    Benjamin   Farnum, Assignee
                                    Both of North Andover, Massachusetts


                  LESSEE:           Ipswich    Savings    Bank
                                    of Ipswich, Massachusetts

DATE OF EXECUTION OF LEASE:
---------------------------

        June 12, 1998



DESCRIPTION OF PREMISES DEMISED (in the form contained in the Lease):
-------------------------------

        A  certain  parcel  of  registered  situated  on Main  Street,  Reading,
        Massachusetts,  and  bounded  and  described  as set forth on  Exhibit B
        annexed  to the lease and made a part  thereof by  reference,  a copy of
        which  Exhibit B is also  annexed to this Notice of Lease,  said demised
        premises  being the same  premises as are  described in  Certificate  of
        Title No.  198413 in the name of said Linda  Farnum filed with the South
        Registry District of Middlesex County, Book 1122 Page 63.

TERM OF LEASE:
--------------

        The original  term of said lease shall be five (5) years  commencing  on
        June 12, 1998,  subject however to earlier  termination of said lease as
        therein provided

RIGHTS OF EXTENSION OR RENEWAL:
-------------------------------

        Lessee is  granted  three (3)  options to extend  said term for  further
        successive  periods  of five (5)  years  each,  each  such  option to be
        exercised by written notice to Lessor at least ninety (90) days prior to
        the  expiration of the then existent  term,  and upon the giving of such
        notice, without any further instrument,  lease or agreement,  this lease
        shall  be  extended,  and the  demised  premises  shall  be  deemed  and
        considered  to have been demised by Lessor to Lessee for the  additional
        term of the option period  beginning  immediately upon the expiration of
        the then  existent  term upon the same terms and  conditions  as are set
        forth in the lease for the original term,  except as otherwise  provided
        in said lease as to rent.
<PAGE>
RIGHT OF FIRST REFUSAL:
-----------------------

        Lessee is  granted a right of first  refusal  to  purchase  the  demised
        premises upon the terms and conditions set forth in said lease.

 WITNESS
 -------

        the execution  hereof under seal by said parties to said Lease this 12th
day of June, 1998

Witnesses to signatures:                 LESSOR:


/s/ William J. Tinti                     /s/ Linda Farnum
-----------------------------------      ---------------------------------------
                                         Linda Farnum

/s/ William J. Tinti                     /s/ Benjamin Farnum
-----------------------------------      ---------------------------------------
                                         Benjamin Farnum


                                         LESSEE:

                                         IPSWICH SAVINGS BANK

/s/  William J. Tinti                    By: /s/ David L. Grey
-----------------------------------      President and not individually
                                         ---------------------------------------
                                         Its: President and not individually

                         COMMONWEALTH OF MASSACHUSETTS

Essex, ss.                                                         June 12, 1998

Then personally  appeared the above-named  Linda Farnum,  and  acknowledged  the
foregoing  instrument to be her free act and deed, before me,

                                                      William J. Tinti
                                                      --------------------------
                                                      Notary Public

 My Commission Expires:  6/28/2000

<PAGE>
                         COMMONWEALTH OF MASSACHUSETTS

Essex, ss.                                                          June 12,1998

Then personally appeared the above-named  Benjamin Farnum, and acknowledged
the foregoing  instrument to be his free act and deed,  before me,

                                             Willia J. Tinti
                                             -----------------------------------
                                             Notary  Public

My Commission Expires: 6/28/2000


                         COMMONWEALTH OF MASSACHUSETTS

Essex, ss.                                                          June l2,1998


         Then  personally  appeared  the  above-named  David L. Grey of  Ipswich
Savings Bank, and acknowledged  the foregoing  instrument to be his free act and
deed and the free act and deed of said Bank, before me

                                             William J. Tinti
                                             -----------------------------------
                                             Notary  Public


My Commission Expires: 6/23/2000
<PAGE>

                                    EXHIBIT B

         A certain parcel of registered  land situated on Main Street,  Reading,
Middlesex  County,  Commonwealth  of  Massachusetts,  bounded and  described  as
follows:

EASTERLY          by Main Street, seventy-seven and 48/100 feet;


SOUTHERLY         by land  now or  formerly  of  Grace  T.  Laing,  one  hundred
                  thirty-seven and 06/100 feet;

WESTERLY          by Ash Street, eighty-three and 83/100 feet; and

NORTHERLY         by lands now or formerly of George  Warren  Rushton et al, and
                  of Viola A. Miller et al Trustees, one hundred thirty-nine and
                  40/100 feet.

         All of said  boundaries  have been  determined  by the Land Court to be

located as shown on a plan, as modified and approved by the Land Court, filed in

the  Land  Registration  Office,  a copy of a  portion  of which is filed in the

Registry  of Deeds  for the  South  Registry  District  of  Middlesex  County in

Registration Book 411, Page 25, with Certificate No. 61643, (Plan No. 20154A)

<PAGE>
                          OPTION TO LEASE REAL ESTATE

                  This  Agreement  made  this 14th day of  April,  1998,  by and
         between Linda Farnum,  owner and Benjamin Farnum,  assignee of Lease of
         North Andover,  MA (the "Lessors") who warrant that they are the owners
         and  assignee and hold  together  the entire title  interest in certain
         property located at 470 Main Street in Reading,  MA and Ipswich Savings
         Bank of Ipswich, MA (collectively the "Lessee").


                  In consideration of the covenants hereinafter  contained,  the
         sum of Four Thousand ($4,000) Dollars paid by the Lessee to the Lessors
         herewith  and for other good and  valuable  consideration,  the parties
         agree as follows:

         1.       The Lessors hereby grant to the Lessee the option to Lease the
         premises  located at 47O Main Street in Reading,  MA,  ("Property")  as
         shown  on a  plan  recorded  with  the  Land  Registration  Office  for
         Middlesex South District  Registry of Deeds in  Registration  Book 41l,
         Page 25, more particularly  described in Exhibit A attached hereto (the
         "Premises")  for  $4,000  per month for a term of five years with three
         additional five year options to extend;  such option to be exercised by
         notice in writing to the Lessor on or before  June 14,  1998;  provided
         that the Lessee has obtained  consent from BankBoston to the leasing of
         the Property by the Lessee under the terms of a certain  Lease,  Notice
         of which Lease was  recorded  with said Deeds on  November  17, 1977 as
         Document No. 568271 and Amendment of Lease  recorded with said Deeds on
         December 3, 1997 as Document No. 1052779 all attached hereto as Exhibit
         "B", and the  Assignment and Assumption of Lease dated December 3, 1997
         recorded  as Document  No.  1052778  between the Lessor and  BankBoston
         attached hereto as Exhibit "C".

         2.       Lessors   represent  and  warrant  that  there  are  no  other
         communications,  agreements,  undertakings,  contracts  or  obligations
         which would affect, relate to or impact on this Option Agreement or the
         subsequent Lease to the Lessee except for said BankBoston Lease, Notice
         of Lease, Amendment of Lease and Assignment and Assumption of Lease all
         of  which  have  been   attached   hereto  as  Exhibits  "B"  and  "C".
         Specifically,  Lessors  warrant and represent  that  BankBoston  has no
         other right,  claim or legal standing in regard to a Lease from Lessors
         to Lessee of the Property,  except for Section 9 of said Assignment and
         Assumption of Lease which requires  BankBoston's  prior written consent
         to any assignment or subletting  which consent may not be  unreasonably
         withheld.

         3.       If Lessee  exercises  the option to Lease,  the Lessee and the
         Lessor shall forthwith  execute a Commercial  Lease Agreement  mutually
         satisfactory  to both parties  ("Lease")  with rent at $4,000 per month
         and one-half the option  payment  consisting of $2,000 shall be applied
         to the first  month's  rental  under the  Lease.  The Lease  shall be a
         triple net Lease;  shall  include a rent  escalation  at 5% or Consumer
         Price  Index  whichever  is  higher  at  every  two and  one-half  year
         intervals;  provide for Lessor  consent to any repairs or  alterations,
<PAGE>
         allow Lessee to assign or sublet without  limitation  except for Lessor
         approval which shall not be reasonably  withheld and include a right of
         first refusal to purchase the Premises and the Property in favor of the
         Lessee.  If Lessee does not exercise  the option to lease,  this Option
         shall  terminate,  the $4,000 shall be retained by the Lessor and there
         shall be no further  recourse by either  party.


                 WITNESS the  execution hereof under seal.


         /s/ Linda Farnum,                         /s/ Benjamin Farnum
         -----------------------------             -----------------------------
         Linda Farnum,  Lessor                     Benjamin  Farnum
                                                   Assignee of Lease


                                                    IPSWICH SAVINGS BANK

                                                    /s/ David L. Grey
                                                    ----------------------------
                                                    By: David L. Grey, President
<PAGE>
                                   EXHIBIT A

         A certain parcel of registered land situation on Main Street,  Reading,
Middlesex  County,  Commonwealth  of  Massachusetts,  bounded and  described  as
follows:



EASTERLY          by Main Street, seventy-seven and 48/100 feet;


SOUTHERLY         by land  now or  formerly  of  Grace  T.  Laing,  one  hundred
                  thirty-seven and 06/l00 feet;


WESTERLY          by Ash Street, eighty-three and 83/100 feet; and

NORTHERLY         by lands now or formerly of George  Warren  Rushton et al, and
                  o(pound)   Viola  A.  Miller  et  al  Trustees,   one  hundred
                  thirty-nine  and 40/1O0 feet.


         All of said  boundaries  have been  determined  by the Land Court to be

located as shown on a plan, as modified and approved by the Land Court, filed in

the  Land  Registration  Office,  a copy of a  portion  of which is filed in the

Registry  of Deeds  for the  South  Registry  DistrIct  of  Middlesex  County in

Registration Book 411, Page 25, with Certificate No. 61643.
<PAGE>
                                   EXHIBIT B

                                NOTICE OF LEASE

         In  accordance  with the  provisions  of  Massachusetts  General  Laws,
Tercentenary Edition, Chapter 183, Section 4, as amended, notice is hereby given
of the Lease hereinafter referred to.

 PARTIES TO LEASE:
 -----------------

         LESSOR   - NETTIE A. HUMPHREYS of North Andover, Massachusetts.


         LESSEE   - OLD COLONY BANK AND TRUST COMPANY OF MIDDLESEX COUNTY


DATE OF EXECUTION OR LEASE:
---------------------------

         October 25, 1977.


DESCRIPTION OF PREMISES DEMISED (in the form  contained  in the  Lease):
--------------------------------

         A certain parcel of registered  land situated on Main Street,  Reading,
         Massachusetts,  and  bounded  and de- scribed as set forth on Exhibit A
         annexed to the lease and made a part  thereof by  reference,  a copy of
         which  Exhibit A is also annexed to this Notice of Lease,  said demised
         premises  being the same  premises as are described in  Certificate  of
         Title  No.153422 in the name of said Nettie A. Humphreys filed with the
         South  Registry  district  of  Middlesex  County.


TERM OF LEASE:
--------------

         The original  term of said lease shall be twenty (20) years  commencing
         on October 25, 1977,  subject  however to earlier  termination  of said
         lease as therein  provided.


RIGHTS OF EXTENSION OR RENEWAL:
-------------------------------

         Lessee is  granted  four (4)  options to extend  said term for  further
         successive  period  of five (5)  years  each.  each  such  option to be
         exercised  by written  notice to Lessor at least ninety (90) days prior
         to the expiration of the then existent term of said lease, and upon the
         giving  of such  notice,  without  any  further  instrument,  lease  or
         agreement, said lease shall be extended, and the demised premises shall
         be deemed and  considered  to have been demised by Lessor to Lessee for
         the additional term of the option period beginning immediately upon the
         expiration of the then existent term upon the same terms and conditions
         as are  set  forth  in the  lease  for the  original  term,  except  as
         otherwise  provided in said lease as to rent.


RIGHT OF FIRST REFUSAL:
-----------------------

         Lessee is granted a right of first  refusal  to  purchase  the  demised
         premises upon the terms and conditions set forth in said lease.


         WITNESS the  execution  hereof under seal by said parties

         to  said  Lease  this  18th  day  of  November  ,  1977.  Witnesses  to
         signatures:


Johm P. Mullerland                       By /s/ Nettie A. Humphreys
-----------------------------            ---------------------------------------
                               LESSOR    NETTIE A. HUMPHREYS

<PAGE>
                                         OLD COLONY BANK AND TRUST COMPANY
                                         OF MIDDLESEX COUNTY

/s/                            LESSEE    By /s/ Bernard P. Murphy
---------------------------              ---------------------------------------
                                         Its Senior Vice President and Treasurer


                          COMMONWEALTH OF MASSACHUSETTS

ESSEX    ,SS.     18                                    November          , 1977

         Then  personally  appeared  the  above-named  NETTIEA.  HUMPHREYS,  and

acknowledged the foregoing instrument to be her free act and deed, before me,


                                                       /s/ John P. Mulholland
                                                       ----------------------
                                                           Notary Public
                                                          John P. Mulholland

                                            My commission expires: 28 April 1978


                          COMMONWEALTH OF MASSACHUSETTS

MIDDLESEX    ,SS.                                          12 January     , 1978

         Then personally appeared the above-named BERNARDP. MURPHY of OLD COLONY

BANK AND TRUST  COMPANY OF MIDDLESEX  COUNTY,  and  acknowledged  the  foregoing

instrument  to be his free act and deed and the free act and deed of said  Trust

Company, before me,
                                             /s/
                                             -----------------------------------
                                                      Notary Public

                                             My commission expires:July 25, 1980

<PAGE>
RE:  Certificate of Title No. 198413,  filed Book 1122, Page 63, Middlesex South
Land Registration Office, Memoranda of Encumbrances,  Document 568271, Notice of
Lease, Option to Purchase and Vote, dated Nov. 16, 1977 and registered March 24,
1978.

                               AMENDMENT OF LEASE

         This  Agreement  is made this 3rd day of December,  1997,  by and among
BankBoston,  N.A., a national banking  association  having a principal office at
One BankBoston Place,  Waltham,  Massachusetts 02154 ("Tenant") and Linda Farnum
of 397 Farnum Street, North Andover, Massachusetts 01845 ("Landlord").

         WHEREAS,  Landlord,  as successor to Nettie A. Humphreys,  is landlord,
and  Tenant,  as  successor  to Old Colony Bank and Trust  Company of  Middlesex
County,  is tenant under a lease dated  October 25,  1977,  as the same may have
been extended by Tenant's  letter of Landlord of July 17, 1997,  with respect to
the premises at 470 Main Street, Reading, Massachusetts (the "Lease"), and

         WHEREAS, Landlord and Tenant wish to amend the Lease.

         NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  herein
contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby  acknowledged,  the parties hereto hereby covenant and agree
as follows:

         1. The  second  sentence  of  Article IV of the Lease is deleted in its
entirety and the following substituted therefor:

         "The Tenant is also granted  one(1)  renewal option to extend said term
         for a period  office (5) years,  such option to be exercised by written
         notice to Landlord at least ninety (90) days prior to the expiration of
         the  original  term of twenty (20)  years,  and upon the giving of such
         notice, without any further instrument,  lease or agreement, this lease
         shall  be  extended,  and the  demised  premises  shall be  deemed  and
         considered  to  have  been  demised  by  Landlord  to  Tenant  for  the
         additional five years beginning  immediately upon the expiration of the
         original  term upon the same terms and  conditions  as are set forth in
         this lease for the original term,  except as hereinafter  otherwise set
         forth in  ARTICLE V  hereof.  Unless  the  parties  otherwise  agree in
         writing,  subject to the terms of ARTICLE  XVI,  in no event  shall the
         term of this lease extend beyond October 24, 2002."

         2.  Except as  amended,  the terms and  conditions  of the Lease  shall
remain in full force and effect.

         3. This Agreement may be executed in counterparts.
<PAGE>
         IN WITNESS  THEREOF,  Landlord  and Tenant,  have hereby  caused  these
presents to be duly signed and sealed as of the date first-above written.

                                   Landlord:

                                   /s/ Linda Farnum
                                   ---------------------------------
                                   Linda Farnum

                                   Tenant:
                                   BankBoston, N.A.

                                   By: /s/ John C. Duffy
                                   ---------------------------------
                                   John C. Duffy, Director
                                   Retail Facilities Management

                                   Signed 6/28/97

                         COMMONWEALTH OF MASSACHUSETTS

Essex  , 88.                                                   December 3,  1997

         Then personally  appeared the above-named Linda Farnum and acknowledged
the foregoing instrument to be her free act and dead, before me, Notary Public

                                   CHERYL A. McELDOWNEY
                                   --------------------
                                   Notary Public
                                   My Commission Expires May 22, 2000


                         COMMONWEALTH OF MASSACHUSETTS

Middlesex      ,ss.                                            November 26, 1997

Then personally  appeared the above-named John C. Duffy on behalf of BankBoston,
N.A. and acknowledged the foregoing  instrument to be the duly authorized act of
BankBoston,  N.A. and as the free act and deed of himself acting as agent of and
on behalf of BankBoston, N.A., before me,

                                   /s/ Jaime B. Fraser
                                   -------------------
                                   Jaime B. Fraser
                                   Notary Public

                                   My Commission expires Feb. 19, 2000


<PAGE>
RE:Certificate  of Title No. 198413,  filed Book 1122, Page 63,  Middlesex South
Land Registration Office, Memoranda of Encumbrances,  Document 568271, Notice of
Lease, Option to Purchase and Vote, dated nov. 18, 1977 and registered March 24,
1978.

                                   EXHIBIT C

                       ASSIGNMENT AND ASSUMPTION OF LEASE
                       ----------------------------------

         This  Agreement  is made  this 3rd day of  December,  1997 by and among
BANKBOSTON, N.A. a national banking association having a principal office at One
BankBoston Place, Waltham,  Massachusetts 02154 ("Assignor") and BENJAMIN FARNUM
of 397 FarnumStreet, NorthAndover, Massachusetts 01845 ("Assignee").

KNOW ALL MEN BY THESE PRESENTS:

         WHEREAS,  Linda  H. Farnum,  of  397  Farnum  Street,  North  Andover,
Massachusetts  01845  ("Landlord")  is successor to Nettie A.  Humphreys who, as
landlord entered into a Lease with Assignor,  as tenant,  dated October 25, 1977
as the same may have been amended and as extended by  Assignor's  letter of July
17,  1997 to  Landlord  and an  Amendment  to Lease  dated  October 3, 1997 (the
"Lease"),  with  respect to premises in the  building  known and numbered as 470
Main  Street,  Reading,  Massachusetts,  a copy of which  Lease is  attached  as
Exhibit A hereto and incorporated by reference herein; and

         WHEREAS,  Assignor  desires to assign and  Assignee  desires to acquire
Assignor's interest in and to the Lease;

         NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  herein
contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby  acknowledged,  the parties hereto hereby covenant and agree
as follows:

         1.       Assignor  hereby  assigns,  sells,   transfers,   conveys  and
delivers unto Assignee all of Assignor's right, title and interest as tenant in,
to and under the Lease and any leasehold  improvements  therein,  effective from
and after December 15, 1997 (the "Effective Data").

         2.       Assignee  hereby  accepts  the  assignment  of the Lease  from
Assignor  and hereby  assumes and agrees to perform and observe  directly to the
Landlord under the Lease all the obligations,  terms, covenants,  and conditions
thereof to be observed or  performed by Assignor  thereunder  from and after the
Effective  Date.  The  obligations of Assignee shall run directly to all persons
claiming  by,  through or under  Landlord  by virtue of any  existing  or future
instruments  affecting or encumbering the property in which the premises demised
under the Lease are located.

         3.       Assignor shall indemnify,  defend,  and hold harmless Assignee
from and  against any and all loss,  cost,  liability,  and  expense  (including
reasonable  attorneys'  fees) arising from or related to the failure by Assignor
to perform and observe any of the obligations,  terms, covenants, and conditions
to be  performed  or observed by Assignor as tenant under the Lease prior to the
Effective Date.

         4.       Assignee shall indemnify,  defend,  and hold harmless Assignor
from and  against any and all loss,  cost,  liability,  and  expense
<PAGE>
(including reasonable attorneys' fees) arising from or related to the failure by
Assignee to perform or observe any of the  obligations,  terms,  covenants,  and
conditions  to be  performed  or observed by Assignee as tenant  under the Lease
from and after the Effective Date.

         5.       Assignor represents that it is not in default under the Lease,
that its leasehold interest is not encumbered by any prior transfer, assignment,
mortgage or any encumbrance,  and that Assignor has full and lawful authority to
assign the Lease.

         6.       Assignee hereby attorns to and recognizes Landlord as landlord
under  the  Lease and  agrees  to pay all  rent,  additional  rent and all other
charges payable after the Effective Date under the Lease directly to Landlord.

         7.       The right,  title and interest  transferred by this Agreement,
includes, without limitation, the benefits of any subordination, non-disturbance
and attornment  agreement executed by the holder of any mortgage,  deed of trust
or other  encumbrance  on the property in which the premises  demised  under the
Lease are located, and, to the extent applicable, any easements,  rights-of-way,
privileges or other rights appurtenant to said premises.

         8.       Assignor  represents to Assignee that (a) the Lease represents
the entire agreement between the Assignor and the Landlord, is in full force and
effect  and,  except as  referenced  herein,  has not been  assigned,  modified,
supplemented or amended in any way; (b) the copy of the Lease attached hereto as
Exhibit A is a true,  correct and complete copy of the Lease,  including any and
all amendments thereto;  and (c) monthly payments under the Lease are being made
on a current basis and ll monetary obligations of the Tenant under the Lease, to
the extent then due and payable, have been paid through December 31, 1997.

         9.       This  Assignment  and  Assumption of Lease and any  subsequent
assignment  or  subletting  under the Lease are not  permitted  by the  Assignee
without the prior  written  consent of the Assignor  which  consent shall not be
unreasonably withheld.

         10.      This Agreement may be executed in several counterparts and may
not be changed, modified, discharged or terminated orally or in any manner other
than by agreement in writing  signed by the parties  hereto or their  respective
successors and assigns.
<PAGE>
         IN WITNESS  WHEREOF,  Assignor  and  Assignee,  intending to be legally
bound,  have hereby caused these presents to be duly signed and sealed as of the
3rd day of December, 1997.

                                   ASSIGNOR:

                                   BankBoston, N.A.

                                   By: /s/ John C. Duffy
                                   ---------------------
                                   John C. Duffy, Director
                                   Retail Facilities Management

                                   ASSIGNEE:

                                   /s/ Benjamin Farnum
                                   ---------------
                                   Benjamin Farnum

                                   CONSENTOFLANDLORD

         I. Linda Farnum,  hereby  consent to the  Assignment  and Assumption of
Lease of December 3, 1997 from BankBoston, N.A. to Benjamin Farnum.

         Witness my hand and seal this 3rd day of December, 1997.

                                   /s/ Linda Farnum
                                   ----------------
                                   Linda Farnum
<PAGE>
                         CONSENT TO LEASE AND SUBLEASE

         BankBoston,  N.A., a national  banking  association  having a principal

office at One  BankBoston  Place,  Waltham,  Massachusetts,  as Assignor under a

certain  Assignment and Assumption of Lease dated December 3, 1997 recorded with

Middlesex  South Land  Registration  Office as Document No. 1052778  relating to

property on 470 Main Street,  Reading,  Massachusetts hereby provides consent as

required  by  Section  9 of said  Assignment  and  Assumption  of  Lease  to the

subsequent assignment and subletting under the Lease to the Ipswich Savings Bank

and this  instrument  shall  constitute  the  prior  written  consent  necessary

from Bank Boston, N.A. under said  Section to the Lease and Sublease of June __,

1998 to the Ipswich Savings Bank.



BANKBOSTON, N.A.

By: /s/ John C. Duffy              June 5, 1998
----------------------------       --------------------------------
John C. Duffy, President           Date
Retail Facilities Management

/s/                                June 5, 1998
----------------------------       ---------------------------------
Witness                            Date