TABLE OF CONTENTS
                                       TO
                                 LEASE BETWEEN
                           THE FIVE JAYS REALTY TRUST
                            AND IPSWICH SAVINGS BANK
<TABLE>

                                                                          Page
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ARTICLE I - GRANT AND TERM

Section 1.01 - Leased Premises                                             1

Section 1.02 - Use of Additional Areas                                     1

Section 1.03 - Commencement and Ending Date of Term                        1

Section 1.04 - Lease Year Defined                                          1

Section 1.05 - Excuse of Owner's Performance                               2

ARTICLE II - RENT

Section 2.01 - Minimum Rent                                                2

Section 2.02 - Taxes                                                       2

Section 2.03 - Additional Rent                                             3

Section 2.04 - Past Due Rent and Additional Rent                           3

ARTICLE III - CONSTRUCTION, ALTERATION, RELOCATION AND FINANCING
              OF IMPROVEMENTS AND ADDITIONS THERETO

Section 3.01 - Parking Facilities                                          3

Section 3.02 - Changes and Additions to Buildings                          3

ARTICLE IV - CONDUCT OF BUSINESS BY TENANT

Section 4.01 - Use of Premises                                             4

ARTICLE V - PARKING AND COMMON USE AREAS AND FACILITIES

Section 5.01 - Control of Common Areas by Owner                            4

ARTICLE VI - COST OF MAINTENANCE OF COMMON AREAS

Section 6.01 -                                                             5

Section 6.02 -                                                             5

ARTICLE VII - SIGNS, AWNINGS, CANOPIES, FIXTURES, ALTERATIONS

Section 7.01 - Installation by Tenant                                      6

Section 7.02 - Removal and Restoration                                     6

Section 7.03 - Tenant Shall Discharge All Liens                            6
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<S>                                                                        <C>
Section 7.04 - Signs, Awnings and Canopies                                 6

ARTICLE VIII - MAINTENANCE 0F LEASED PREMISES

Section 8.01 - Maintenance by Tenant                                       6

Section 8.02 - Maintenance by Owner                                        7

Section 8.03 - Surrender of Premises                                       7

ARTICLE IX - INSURANCE AND INDEMNITY

Section 9.01 - Public Liability, Property Damage, Plate Glass Insurance

Section 9.02 - Insurance of Tenant's Fixtures                              7

Section 9.03 - Hold Harmless                                               8

Section 9.04 - Fire and Extended Coverage Insurance                        8

ARTICLE X - UTILITIES                                                      8

Section 10.01 - Utility Charges                                            9

ARTICLE XI - OFFSET STATEMENT, ATTORNMENT, SUBORDINATION                   9

Section 11.01 - Offset Statement                                           9

Section 11.02 - Attornment                                                10

Section 11.03 - Subordination                                             10

Section 11.04 - Attorney-In-Fact                                          10

ARTICLE XII - ASSIGNMENT AND SUBLETTING

Section 12.01 -                                                           10

ARTICLE XIII - WASTE, GOVERNMENTAL REGULATIONS

Section 13.01 - Waste or Nuisance                                         11

Section 13.02 - Governmental Regulations                                  11

ARTICLE XIV - ADVERTISING, MERCHANTS ASSOCIATION

Section 14.01 - Solicitation of Business                                  11

ARTICLE XV - EMINENT DOMAIN

Section 15.01 - Total Condemnation of Premises                            11

Section 15.02 - Partial Condemnation                                      11
<PAGE>
Section 15.03 - Total Condemnation of Parking Area                        12

Section 15.04 - Partial Condemnation of Parking Areas                     12

Section 15.05 - Owner's Damages                                           12

Section 15.06 - Tenant's Damages                                          12

Section 15.07 - Condemnation of Less Than a Fee                           13

ARTICLE XVI - DEFAULT OF THE TENANT

Section 16.01 - Right to Re-Enter                                         13

Section 16.02 - Right to Re-Let                                           13

Section 16.03 - Legal Expenses                                            14

Section 16.04 - Waiver of Jury Trial and Counterclaim                     14

Section 16.05 - Waiver of Rights and Redemption                           14

ARTICLE XVII - TENANT'S PROPERTY

Section 17.01 - Taxes on Leasehold                                        15

Section 17.02 - Loss and Damage                                           15

Section 17.03 - Notice by Tenant                                          15

ARTICLE XVIII - HOLDING OVER, SUCCESSORS

Section 18.01 - Holding Over                                              15

Section 18.02 - Successors                                                15

ARTICLE XIX - QUIET ENJOYMENT

Section 19.01 - Owner's Covenant                                          16

ARTICLE XX - MISCELLANEOUS

Section 20.01 - Waiver                                                    16

Section 2O.02 - Accord and Satisfaction                                   16

Section 2O.03 - Entire Agreement                                          16

Section 20.04 - No Partnership                                            16

Section 20.05 - Force Majeur                                              16

Section 20.06 - Notices                                                   17
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<CAPTION>
<S>                                                                       <C>
Section 20.07 - Captions and Section Numbers                              17

Section 20.08 - Tenant Defined, Use of Pronouns                           17

Section 20.09 - Broker's Commission                                       17

Section 20.10 - Partial Invalidity                                        17

Section 20.11 - Condominium Conversion - Right of First Refusal           17

Section 20.12 - Recording                                                 17

Section 20.13 - Outstanding Mortgage Loan on Shopping Center -
                Covenant of Quiet Enjoyment in the Event of
                Financing                                                 18
</TABLE>
<PAGE>
THIS INDENTURE OF LEASE, made on the 31st day of July, 1992 by LOUIS J. GALANIS,
TRUSTEE OF FIVE JAYS REALTY TRUST,  under  declaration of Trust dated January 9,
1985,  recorded at Essex South District  Registry of Deeds, Book 7635, Page 293,
herein called "Owner",  and the IPSWICH  SAVINGS BANK, a  Massachusetts  banking
corporation,  having a regular and usual place of business at 23 Market  Street,
Ipswich, Essex County, Massachusetts, herein called "Tenant."

WITNESSETH:
                                   ARTICLE I

                                 GRANT AND TERM

SECTION 1.01. LEASED PREMISES
In consideration of the rents, covenants and agreements hereinafter reserved and
contained on the part of Tenant to be observed and performed,  the Owner demises
and leases to the Tenant,  and Tenant rents from Owner,  those certain premises,
now or hereafter to be erected in the Rowley Mini Mall Shopping  Center  (herein
called the  "Shopping  Center") in Rowley,  Essex County,  Massachusetts,  which
premises  consist  of  a  store  and  basement,   each  containing  an  area  of
approximately  1,650  square  feet,  herein  called the "leased  premises".  The
boundaries and location of the leased  premises are designated  "Unit #2." Owner
agrees not to obstruct or interfere  with Tenant's  usage of the drive-in  lanes
and the canopy attached to the leased premises.

SECTION 1.02. USE OF ADDITIONAL AREAS
The use and  occupation by the Tenant of the leased  premises  shall include the
use in common  with  others  entitled  thereto of the common  areas,  employees'
parking areas,  service roads,  loading  facilities,  sidewalks and customer car
parking areas,  and other  facilities as may be designated  from time to time by
the Owner,  subject however to the terms and conditions of this agreement and to
reasonable  rules and regulations for the use thereof as prescribed from time to
time by the Owner.

SECTION 1.03. COMMENCEMENT AND ENDING DATE OF TERM
The term of this  lease and  Tenant's  obligation  to pay rent  hereunder  shall
commence on August 1, 1992.  The term of this lease shall end on the last day of
the  eight  (8th)  consecutive  full  lease  year as said term  "lease  year" is
hereinafter defined.  Tenant shall have the option to renew the within lease for
three five-year  terms,  each at the then fair market rental value of the Leased
Premises  commencing  at the end of the  term  and at the  end of  each  renewal
period.  In the event  that the Owner and the  Tenant can not agree on the "then
fair market rental value" at the end of any term, the following  procedure shall
be utilized:  the Owner shall select one qualified  real estate  appraiser;  the
Tenant shall select one  qualified  real estate  appraiser,  the two  appraisers
shall select a third qualified real estate  appraiser;  the three  appraisers so
selected shall, by majority vote, determine the then fair market rental value of
the  Leased  Premises  in  accordance  with  the  application  of  the  economic
provisions  of this  Lease.  The  Owner  and the  Tenant  shall  be bound by the
determination  of the  appraisers  for the  duration  of the  renewal  term then
commenced.

SECTION 1.04. LEASE YEAR DEFINED
The term  "lease  year"  as used  herein  shall  mean a period  of  twelve  (12)
consecutive full calendar  months.  The first lease year shall begin on the date
of  commencement  of the term  hereof  if the date of  commencement  of the term
hereof shall occur on the first day of a calendar  month; if not, then the first
lease  year  shall  commence  upon the  first  day of the  calendar  month  next
following the date of  commencement of the term hereof.  Each  succeeding  lease
year shall commence upon the anniversary date of the first lease year.

<PAGE>
SECTION 1.05. EXCUSE OF OWNER'S PERFORMANCE
Anything 1n this agreement to the contrary notwithstanding, providing such cause
is not due to the  willful  act or neglect of the Owner,  the Owner shall not be
deemed  in  default  with  respect  to the  performance  of  any  of the  terms,
covenants,  and  conditions  of this lease if same  shall be due to any  strike,
lockout, civil commotion, war-like operation, invasion, rebellion,  hostilities,
military or usurped  power,  sabotage,  governmental  regulations  or  controls,
inability to obtain any material,  service or  financing,  through Act of God or
other cause beyond the control of the Owner.

                                   ARTICLE II

                                      RENT

SECTION 2.01. MINIMUM RENT
Tenant  agrees to pay to Owner at the office of Owner,  or at such  other  place
designated by Owner, without any prior demand therefor and without any deduction
or set-off  whatsoever,  and as fixed minimum rent:  (a) The sum of $1,900.00 in
advance  upon the first day of each  calendar  month for the first four years of
the lease and will then  increase  to $2,200  per month for the  remaining  four
years of the lease.  If the term shall  commence upon a day other than the first
day of a calendar month,  then Tenant shall pay, upon the  commencement  date of
the  term,  a  pro-rata  portion  of the fixed  monthly  rent  described  in the
foregoing clause (a) prorated on a per diem basis with respect to the fractional
calendar month preceding the commencement of the first lease year hereof.

SECTION 2.02. TAXES
(A) For each municipal fiscal year,  commencing with Fiscal Year 1993,  included
within  the  term,  or  renewals,  of this  Lease,  Tenant  shall  pay  Owner as
additional rent the Tenants' actual  assessment per the annual tax bill assessed
upon the Leased  Premises  (as  described in Section  1.01) are located,  within
thirty (30) days of notice from Owner.  The expression "real estate taxes" shall
include  betterments,  assessments,  taxes upon gross rents, and any other taxes
which upon  assessment or failure of payment  become a lien upon the real estate
with respect to which they are assessed.  In the event that any interest  and/or
penalties are chargeable to Owner by any taxing authority for failure to pay, or
late  payment,  by Owner,  Tenant  shall pay Owner the same  amounts to Owner if
Tenant  does not pay Owner  such  additional  rents  before  Owner  must pay the
applicable taxes to the applicable taxing authority.

(B) The real estate taxes upon the  Shopping  Center for any tax year shall mean
such amounts as shall be finally  determined to be the real estate taxes payable
with respect to the Shopping  Center for said tax year, that is, the real estate
taxes  assessed  against  the  Shopping  Center  for  said  tax  year  less  any
abatements,  refunds or rebates  made  thereof.  For the purpose of  determining
payments  due from Tenant to Owner in  accordance  with the  provisions  of this
Article  (i) the real  estate  taxes upon the  Shopping  Center for any tax year
shall be deemed to be the real estate  taxes  assessed  for said year until such
time as an abatement,  refund or rebate shall be made  thereof;  and (ii) if any
abatement,  refund or  rebate  shall be made for any tax  year,  an  appropriate
adjustment  shall be made in the amount  payable from or paid by Tenant to Owner
on account of real estate taxes.

(C) Tenant shall pay all taxes  allocable  to its  leasehold  interests  and its
signs and other property in or upon the demised premises.  Tenant shall also pay
all taxes allocable to any improvements  made by Tenant to the demised premises.
For the purpose of this  Article,  such taxes shall not be included  within real
estate taxes upon the Shopping Center.

SECTION 2.03. ADDITIONAL RENT
The Tenant shall pay as additional  rent any money  required to be paid pursuant
to Sections 2.02,  6.02, 8.01, 8.02, 9.03, 9.04 and 10.01, and all other sums of
money or charges required to be paid by Tenant under this lease,  whether or not
the same be designated  "additional  rent".  If such amounts are not paid at the
time provided in this lease, they shall  nevertheless,  if not paid when due, be
collectible  as additional  rent with the next  installment  of rent  thereafter
falling due hereunder,  but nothing herein  contained shall be deemed to suspend
or delay  the  payment  of any  amount  of money or  charge at the time the same
becomes due and payable hereunder, or limit any other remedy of the Owner.

SECTION 2.04. PAST DUE RENT AND ADDITIONAL RENT
If Tenant shall fail to pay,  when the same is due and payable,  any rent or any
additional  rent,  or amounts or charges of the  character  described in Section
2.03 hereof,  and if such amounts remain unpaid for a fifteen-day  period,  such
unpaid  amounts  shall bear  interest  from the due date  thereof to the date of
payment  at the  rate of  eighteen  (18%)  percent  per  annum,  subject  to the
provisions of Section 16.01, and the time periods set forth herein.



ARTICLE III
CONSTUCTION, ALTERATION, RELOCATION, AND FINANCING OF
IMPROVEMENTS AND ADDITIONS THERETO
SECTION 3.01. PARKING FACILITIES
The Owner has  constructed  upon the Shopping Center site at its own cost access
roads,  sidewalks,  parking lots,  and other  facilities.  Owner has striped the
parking lot and  identified  the access roads to the Tenant's  drive-in  window.
Tenant shall have equal rights with all other tenants of the Shopping  Center to
use all of the  parking  spaces.  In the event that Owner  exercises  its rights
under Section 3.0Z to alter and/or enlarge the Shopping Center,  Owner agrees to
continue to provide to Tenant approximately  nineteen (19) parking spaces within
the same approximate  radium of the Leased Premises as are presently located the
nineteen (19) parking spaces closest to the Leased Premises.

SECTION 3.02. CHANGES AND ADDITIONS TO BUILDINGS
Owner hereby reserves the right at any time to make  alterations or additions or
and to build  additional  stories  on the  building  in which the  premises  are
contained  and to build  adjoining  the same.  Owner also  reserves the right to
construct  other  buildings or  improvements in the Shopping Center from time to
time  and to  make  alterations  thereof  or  additions  thereto  and  to  build
additional  stories on any such building or buildings and to build adjoining the
same and to construct  double-deck or elevated parking facilities.  In the event
Owner makes such  additions  to the  Shopping  Center,  Owner agrees that Tenant
shall have the right to reasonably adequate parking facilities, as determined by
Tenant's existing parking facilities.

ARTICLE IV
CONDUCT OF BUSINESS BY TENANT
SECTION 4.01. USE OF PREMISES
Tenant shall use the leased  premises  solely for the purpose of conducting  the
business of retail  banking,  financing,  and related  operations and functions,
including,  but not  limited  to,  the  sale of real  estate,  securities,  data
processing,   insurance,  general  business  services,  mortgage  brokering  and
provision  of  mortgages,  and real estate  brokerage.  Tenant  shall occupy the
leased  premises  within thirty (30) days after the date of the notice  provided
for in  Section  1.03  hereof,  and shall  conduct  continuously  in the  leased
premises the business above stated. Tenant will not use or permit, or suffer the
use of, the leased premises for any other business or purpose.  Tenant shall not
conduct  catalogue  sales in or from the leased  premises  except of merchandise
which  Tenant is  permitted  to sell  "over  the  counter"  in or at the  leased
premises pursuant to the provisions of this Section 4.01.

                                   ARTICLE V

                  PARKING AND COMMON USE AREAS AND FACILITIES

SECTION 5.01. CONTROL OF COMMON AREAS BY OWNER
All automobile parking areas, driveways,  entrances and exits thereto, and other
facilities furnished by Owner in or near the Shopping Center, including employee
parking areas, the truck way or ways,  loading docks,  package pick-up stations,
pedestrian sidewalks and ramps, landscaped areas, exterior stairways,  first-aid
stations,  comfort stations and other areas and  improvements  provided by Owner
for the general use, in common, of tenants,  their officers,  agents,  employees
and  customers,  shall at all times be  subject  to the  exclusive  control  and
management  of  Owner,  and  Owner  shall  have the  right  from time to time to
establish,  modify and enforce  reasonable rules and regulations with respect to
all facilities and areas  mentioned in this Article.  Owner shall have the right
to  construct,  maintain and operate  lighting  facilities on all said areas and
improvements;  to police the same; from time to time to change the area,  level,
location  and  arrangement  of parking  areas and other  facilities  hereinabove
referred  to; to  restrict  parking  by  tenants,  their  officers,  agents  and
employees to employee  parking areas;  to close all or any portion of said areas
or  facilities  to such  extent as may, in the  opinion of Owner's  counsel,  be
legally  sufficient to prevent a dedication thereof or the accrual of any rights
to any person or to the public therein; to discourage  non-customer  parking and
to do and perform such other acts in and to said areas and  improvements  as, in
the use of good  business  judgment,  the Owner shall  determine to be advisable
with a view to the  improvement of the  convenience  and use thereof by Tenants,
their officers, agents, employees and customers. Owner will operate and maintain
the common  facilities  referred to above in such  manner as Owner,  in its sole
discretion,  shall  determine from time to time.  Without  limiting the scope of
such  discretion,  Owner shall have the full right and  authority  to employ all
personnel and to make all rules and regulations  pertaining to and necessary for
the proper operation and maintenance of the common areas and facilities.
<PAGE>
                                   ARTICLE VI

                      COST OF MAINTENANCE OF COMMON AREAS

SECTION 6.01
Owner agrees to  hard-surface,  mark,  properly  drain,  adequately  light,  and
landscape the parking areas,  together with the necessary  access roads,  within
the limits of the property. Owner agrees to operate, manage, and maintain during
the term of this Lease all parking areas,  roads, and accommodation areas within
the Center.  The manner in which such areas and facilities  shall be maintained.
and the expenditures therefor, shall be at the sole discretion of owner, and the
use of such areas and facilities shall be subject to such reasonable regulations
as Owner shall make from time to time.

SECTION 6.02
Commencing on August 1, 1992,  Tenant  agrees to pay, upon demand,  but not more
often than once a year, in addition to the Minimum Rent (as set forth in Section
2.01)  Sixteen  and 6/10  (16.6)  Percentum  of any  increase  in the  costs and
expenses of Owner of maintaining and operating the parking areas, accommodations
areas, delivery systems, and all other common areas, in excess of such costs and
expenses for the immediately preceding twelve (12) month period (i.e., August 1,
1991 to July 31, 1992,  the first lease year).  Such  operating and  maintenance
costs  shall  include  all  reasonable  costs  and  expenses  of  operating  and
maintaining  such areas and facilities in such manner as Owner may, from time to
time, deem appropriate and for the best interests of the Tenants of the Shopping
Center,  including  without  limitation,  providing  private police  protection,
security patrol, or night watchmen for the Shopping Center, labor,  compensation
insurance, payroll taxes, materials, supplies, and all other costs of operating,
repairing,  lighting, heating, air conditioning,  cleaning,  sweeping, painting,
removing of rubbish or debris, policing,  inspecting,  and all casualty and such
other  insurance in such  amounts and covering  hazards  deemed  appropriate  by
Owner,  and all costs  other than those  which are  properly  charged to capital
account under  generally  accepted  accounting  principles,  of  replacement  of
paving,  curbs,  walkways  remarking,  directional or other signs,  landscaping,
drainage,  and  lighting  facilities,   and  the  cost  to  Owner  of  obtaining
supervisory  services for and  maintaining the fire sprinkler  system(s).  There
shall be excluded the cost of  construction of improvements to such common areas
which are properly  charged to capital account and  depreciation of the original
costs of  construction  of such  common  areas.  In the event that the  Shopping
Center is expanded, appropriate adjustments shall be made in common area charges
to include the expanded  area(s).  Tenant's  share of such costs and expenses of
maintaining and operating such common areas may be estimated by Owner subject to
adjustment in future  billing to Tenant.  Such operating and  maintenance  costs
shall be  computed  on an accrual  basis  under  generally  accepted  accounting
principles.  On or before September 1st of each year, Owner shall determine (and
furnish  to Tenant a  statement  showing  in  reasonable  detail)  the costs and
expenses  of  maintaining  such areas  referred  to in this  Section  during the
preceding year, ending July 31st. To the extent Tenant's  proportionate share of
the increase  over the  preceding  year of such costs and expenses is greater or
less than the sum actually  billed to and paid by Tenant  therefor,  as the case
may be, during said year, the difference  shall be billed or refunded to Tenant,
as the case may be.
<PAGE>
                                  ARTICLE VII

                SIGNS, AWNINGS, CANOPIES, FIXTURES, ALTERATIONS

SECTION 7.01. INSTALLATION BY TENANT
All  fixtures  installed  by Tenant  shall be new or  completely  reconditioned.
Tenant  shall  not  make or  cause  to be made  any  alterations,  additions  or
improvements  or install or cause to be installed any trade  fixtures,  exterior
signs, floor covering,  interior or exterior lighting, plumbing fixtures, shades
or  awnings or make any  changes  to the store  front  without  first  obtaining
Owner's  written  approval and consent.  Tenant shall present to the Owner plans
and specifications  for such work at the time approval is sought.  Such approval
and consent shall not be unreasonably withheld by Owner.

SECTION 7.02. REMOVAL AND RESTORATION BY TENANT
All alterations,  decorations, additions and improvements made by the Tenant, or
made by the Owner on the Tenant's  behalf by agreement  under this lease,  shall
remain the property of the Tenant for the term of this lease,  or any  extension
or renewal thereof.  Such alterations,  decorations,  additions and improvements
shall  not be  removed  from the  premises  prior to the end of the term  hereof
without prior consent in writing from the Owner.  Upon expiration of this lease,
or any renewal  term  thereof,  the Tenant  shall  remove all such  alterations,
decorations,  additions  and  improvements  and restore  the leased  premises as
provided in Section 8.03 hereof. If the Tenant fails to remove such alterations,
decorations,  additions and improvements  and restore the leased premises,  then
upon the expiration of this lease, or any renewal thereof, and upon the Tenant's
removal from the  premises,  all such  alterations,  decorations,  additions and
improvements shall become the property of the Owner.

SECTION 7.03. TENANT SHALL DISCHARGE ALL LIENS
Tenant shall promptly pay all contractors and materialmen, so as to minimize the
possibility of a lien attaching to the leased premises, and should any such lien
be made or filed,  Tenant shall bond  against or  discharge  the same within ten
(10) days after written request by Owner.

SECTION 7.04. SIGNS, AWNINGS AND CANOPIES
Tenant will not place or suffer to be placed or maintained on any exterior door,
wall or window of the leased premises any sign, awning or canopy, or advertising
matter  or  other  thing  of any  kind,  and will  not  place  or  maintain  any
decoration,  lettering or advertising  matter on the glass of any window or door
of the leased  premises  without first obtaining  Owner's  written  approval and
consent.   Tenant  further  agrees  to  maintain  such  sign,  awning,   canopy,
decoration,  lettering,  advertising matter or other thing as may be approved in
good  condition and repair at all times.  Such approval and consent shall not be
unreasonably withheld by Owner.

                                  ARTICLE VIII

                         MAINTENANCE OF LEASED PREMISES

SECTION 8.01. MAINTENANCE BY TENANT
Tenant  shall,  at all times,  maintain  the  demised  premises  (including  all
exterior  entrances  and the  inside  and  outside of all glass in the doors and
windows and show window  moldings) and all partitions,  doors and window frames,
fixtures,  equipment and appurtenances  thereto (including,  but not limited to,
all electrical plumbing fixtures, heating, air-conditioning and other mechanical
installations  therein) in good order,  condition,  and normal repair at its own
expense. In the event that the heating or air conditioning installation on the
<PAGE>
Leased premises require major repairs or entire  replacement,  the costs of such
repair  or  replacements  shall  be  paid  by the  Owner.  The  Owner  shall  be
responsible  for the plowing of snow and contorl of ice in the parking  lot; the
Tenant shll be responsible for the removal of snow and the control of ice on the
sidewalks abutting the Leased Premises.

SECTION 8.02. MAINTENANCE BY OWNER
If Tenant  refuses or neglects to repair  property as required  hereunder and to
the  reasonable  satisfaction  of Owner  as soon as  reasonably  possible  after
written demand,  Owner may make such repairs without liability to Tenant for any
loss or damage  that may  accrue to  Tenant's  merchandise,  fixtures,  or other
property or to Tenant's business by reason thereof, and upon completion thereof,
Tenant shall pay Owner's costs for making such  repairs,  upon  presentation  of
bill therefor, as additional rent.

SECTION 8.03. SURRENDER OF PREMISES
At the  expiration of the tenancy  hereby  created,  Tenant shall  surrender the
leased  premises  in the same  condition  as the  leased  premises  were in upon
delivery  of  possession  thereto  under this  lease,  reasonable  wear and tear
excepted,  and damage by unavoidable casualty excepted,  and shall surrender all
keys for the leased premises to Owner at the place then fixed for the payment of
rent and shall inform Owner of all combinations on locks,  safes, and vaults, if
any, in the leased premises. Tenant shall re!move all of its trade fixtures, and
any  alterations  or  improvements  as provided in Section 7.02  hereof,  before
surrendering the premises as aforesaid and shall repair any damage to the leased
premises  caused  thereby.  Tenant's  obligations  to observe  or  perform  this
covenant shall survive the expiration or other  termination of the terms of this
lease.
                                   ARTICLE IX

                            INSURANCE AND INDEMNITY

SECTION 9.01. PUBLIC LIABILITY, PROPERTY DAMAGE, PLATE GLASS INSURANCE
Tenant agrees,  at its own expense,  to maintain in full force during the leased
term a policy  or  policies  or  comprehensive  liability  insurance,  including
property damage, written by one or more responsible insurance companies licensed
to do business in  Massachusetts,  which will insure  Tenant and Owner (and such
other  persons,  firms or  corporations  as are  designated  by  Owner)  against
liability  for  injury to  persons  and/or  property  and death of any person or
persons  occurring in or about the premises.  Each such policy shall be approved
as to form and insurance  company by Owner.  The liability  under such insurance
shall not be less than $300,000.00 for any one person injured or killed, and not
less than $500,000.00 for any one accident and not less than $50,000.00 property
damage. If, in the considered  opinion of Owner's insurance advisor,  the amount
of such  coverage is not  adequate,  Tenant  agrees to increase said coverage to
such  reasonable  amounts as Owner's  advisor shall deem adequate.  Tenant shall
also maintain and keep in force plate glass  insurance  coverage on all exterior
plate glass in the premises.  The insurance in this subparagraph provided may be
covered by general  policies  covering  all  of-Tenant's  stores.  Tenant  shall
provide  Owner with copies of  certificates  of all said  policies  including an
endorsement which states that such insurance shall not be cancelled after thirty
(3O) days' notice in writing to Owner.
<PAGE>
SECTION 9.02. INSURANCE OF TENANT'S FIXTURES
Tenant agrees that 1t will at all times during the leased term maintain in force
on all its fixtures  and  equipment in the premises a policy or policies of fire
insurance with a standard extended coverage  endorsement  attached to the extent
of at least  eighty per cent (80%) of their  insurable  value,  the  proceeds of
which  will,  so long as this  lease is in  effect,  be used for the  repair  or
replacement  of the fixtures and  equipment so insured.  It is  understood  that
Owner  shall have no interest  in the  insurance  upon  Tenant's  equipment  and
fixtures, and will sign all documents necessary or proper in connection with the
settlement of any claim or loss by Tenant.  Tenant shall have the right,  at its
sole option,  to  self-insure  its fixtures and  equipment.


SECTION 9.03. HOLD HARMLESS
Tenant will  indemnify  Owner and save it harmless  from and against any and all
claims, actions, damages, liability and expense in connection with loss of life,
personal injury and/or damage to property  arising from or out of any occurrence
in, upon or at the demised  premises or from the  occupancy  or use by Tenant of
the demised premises or any part thereof, or occasioned wholly or in any part by
any act or omission of Tenant,  its agents,  contractors,  employees,  servants,
lessees, or concessionaires,  unless said claims are caused by negligence of the
Owner.  In case Owner shall,  without  fault on its part, be made a party to any
litigation  commenced by or against  Tenant,  then Tenant shall protect and hold
Owner harmless and shall pay all costs,  expenses and  reasonable  attorney fees
incurred or paid by Owner in connection with such litigation.  Tenant shall also
pay all costs,  expenses and  reasonable  attorney  fees that may be incurred or
paid by Owner in enforcing  the covenants  and  agreements of this lease.  Owner
shall indemnify Tenant and save it harmless from and against any and all claims,
actions,  damages,  etc.  arising from or out of any  occurrence  in or upon the
common areas of the Shopping Center.

SECTION 9.04. FIRE AND EXTENDED COVERAGE INSURANCE
(A) In case the  premises  shall be  partially  or totally  destroyed by fire or
other  casualty  insurable  under full standard  extended  risk  insurance as to
become partially or totally untenantable, the same shall be repaired as speedily
as possible at the expense of Owner,  unless Owner shall not elect to rebuild as
hereinafter  provided,  and (should  there be a  substantial  interference  with
Tenant's  business)  a just and  proportionate  part of the fixed  rent shall be
abated until so repaired.

(B) If less than  Fifty  (50%)  Percent  of the  building  in which  the  Leased
Premises  (as  described  in Section  1.01) are located  shall be  destroyed  or
damaged by fire or other  casualty as to become  wholly  untenantable,  then, in
such event,  Owner must rebuild or put said  building in good  condition and fit
for occupancy, within a reasonable time after such destruction or damage, unless
Tenant releases in writing Owner from such obligation.


(C) If more than Fifty (50%)  Percent of the  building in which the premises are
located  shall be destroyed or so damaged by fire, or other  casualty  insurable
under full standard extended risk insurance, as to become wholly untenantable or
in the event the premises shall be partially or totally  destroyed by a cause or
casualty  other than those covered by fire and extended  coverage risk insurance
then,  in any such  event,  Owner  may,  if it so  elects,  rebuild  or put said
building in good condition and fit for occupancy, within a reasonable time after
such destruction or damage, or may give notice in writing terminating this lease
as of a date  not  later  than  ninety  (90)  days  after  any  such  damage  or
destruction.  If Owner  elects to repair or  rebuild  said  building,  it shall,
within  ninety  (90) days  after  such  injury,  give the  Tenant  notice of its
intention  to
<PAGE>
repair and then to proceed with  reasonable  speed to make such repairs.  Unless
Owner elects to terminate this lease,  this lease shall remain in full force and
effect and the parties waive the provisions of any law to the contrary,

(D) Owner's  obligation  (should it elect or be  obligated to repair or rebuild)
shall be  limited to the basic  building,  store  front,  and  interior  work as
covered by  Description  of Owner's  Work,  attached  hereto,  and Tenant  shall
forthwith replace or fully repair all exterior signs, trade fixtures, equipment,
display  cases and other  installations  originally  installed  by Tenant at its
expense.


(E) In addition to the insurance  which Tenant is required to maintain  pursuant
to Article IX of this lease,  for each  municipal  fiscal year  commencing  with
Fiscal Year 1993,  included  within the term or  renewals of this lease,  Tenant
shall pay to Owner as additional rent Sixteen and 6/10 (16.6%)  percentum of the
total  premium  paid by  Owner  for  fire  insurance  (including  the  so-called
"extended  coverage  endorsement")  rent  insurance,  and  comprehensive  public
liability upon Owner's buildings and improvements in the center in excess of the
premiums  paid by Owner during  municipal  fiscal year 1992.  The amount of fire
insurance to be  maintained by Owner shall be not less than eighty (80%) percent
and not more than one hundred (100%) percent of the actual cash value of Owner's
buildings  and  improvements  in the center as such value may exist from time to
time.  Tenant  shall be required to reimburse  Owner for Tenant's  share of such
insurance  not more  frequently  than  quarterly.  With respect to any insurance
effective for a term extending  beyond the term of Tenant's lease,  Tenant shall
be obligated  to pay only such  proportion  of Tenant's  share of the premium as
that portion of the term of the policy  lapsing  prior to the  expiration of the
term of Tenant's lease bears to the entire term of the policy.

                                   ARTICLE X

                                   UTILITIES

SECTION  10.1.  UTILITY  CHARGES
Tenant  shall be solely  responsible  for and promptly pay all charges for heat,
gas, electricity,  or any other utility used or consumed in the leased premises.
Should Owner elect to supply the gas,  heat,  electricity  or any other  utility
used or consumed in the leased  premises,  Tenant agrees to purchase and pay for
the same as additional rent at the applicable  rates filed by the Owner with the
proper  regulatory  authority.  In  no  event  shall  Owner  be  liable  for  an
interruption  or  failure  in the  supply of any such  utilities  to the  leased
premises.

                                   ARTICLE XI

                  OFFSET STATEMENT, ATTORNMENT, SUBORDINATION

SECTION 11.01. OFFSET STATEMENT
Within ten days after request  therefor by Owner,  or in the event that upon any
sale,  assignment  or  hypothecation  of the  leased  premises  and/or  the land
thereunder by Owner an offset  statement  shall be required from Tenant;  Tenant
agrees to deliver in recordable form a certificate to any proposed  mortgagee or
purchaser,  or to Owner,  certifying (if such be the case) that this lease is in
full  force and effect and that there are no  defenses  or offsets  thereto,  or
stating those claimed by Tenant.

SECTION 11.02. ATTORNMENT
Tenant shall,  in the event any  proceedings are brought for the foreclosure of,
or in the event of exercise of the power of sale under any mortgage  made by the
Owner  covering  the  leased  premises,  attorn to the  purchaser  upon any such
foreclosure or sale and recognize such purchaser as the Owner under this lease.

SECTION 11.03. SUBORDINATION
Upon request of the Owner,  Tenant will  subordinate its rights hereunder to the
lien of any mortgage or mortgages,  or the lien  resulting from any other method
of financing or  refinancing,  now or hereafter in force against the land and/or
buildings  of which the  leased  premises  are a part or against  any  buildings
hereafter  placed upon the land of which the leased  premises are a part, and to
all advances  made or hereafter  to be made upon the  security  thereof.  Tenant
shall  have the right to record a Notice of  Lease,  at the  Registry  of Deeds;
Owner agrees to cooperate in the necessary negotiation, execution, and recording
thereof.

SECTION 11.04. ATTORNEY-IN-FACT
The Tenant,  upon request of any party in interest,  shall execute promptly such
instruments or  certificates to carry out the intent of Sections 11.02 and 11.03
above as shall be requested by the Owner. The Tenant hereby irrevocably appoints
the Owner as  attorney-in-fact  for the Tenant with full power and  authority to
execute  and  deliver  in the  name  of  the  Tenant  any  such  instruments  or
certificates.  If fifteen (15) days after the date of a written request by Owner
to execute such  instruments,  the Tenant shall not have executed the same,  the
Owner may, at its option,  cancel this lease without  incurring any liability on
account thereof, and the term hereby granted is expressly limited accordingly.

                                  ARTICLE XII

                            ASSIGNMENT AND SUBLETTING

SECTION 12.01
Tenant  will not assign  this  lease in whole or in part,  nor sublet all or any
part of the leased premises,  without the prior written consent of Owner in each
instance.  The  consent  by Owner to any  assignment  or  subletting  shall  not
constitute  a  waiver  of the  necessity  for  such  consent  to any  subsequent
assignment or subletting. This prohibition against assigning or subletting shall
be construed to include a  prohibition  against any  assignment or subletting by
operation  of law. If this lease be assigned,  or if the leased  premises or any
part  thereof be underlet or occupied by anybody  other than  Tenant,  Owner may
collect rent from the  assignee,  under-tenant  or  occupant,  and apply the net
amount  collected  to  the  rent  herein  reserved,   but  no  such  assignment,
underletting, occupancy or collection shall be deemed a waiver of this covenant,
or the  acceptance of the  assignee,  under-tenant  or occupant as tenant,  or a
release of Tenant from the further  performance  by Tenant of  covenants  on the
part of Tenant herein  contained.  Notwithstanding  any  assignment or sublease,
Tenant shall  remain  fully liable on this lease and shall not be released  from
performing  any of the terms,  covenants and  conditions  of this lease.  Tenant
shall  have the  right to  sublet or assign  the  within  lease to wholly  owned
subsidiary as long as the Tenant remains  liable.  Owner's  approval of Tenant's
subletting or assignment shall not be unreasonably  withheld.  In the event that
Tenant  merges or  reorganizes,  Tenant's  successor in interest  shall have the
right to assume or be the assignee of the within lease,  without the approval of
Owner.
<PAGE>
                                  ARTICLE XIII

                        WASTE, GOVERNMENTAL REGULATIONS

SECTION 13.01. WASTE OR NUISANCE
Tenant  shall not  commit or suffer to be  committed  any waste  upon the leased
premises  or any  nuisance  or other act or thing  which may  disturb  the quiet
enjoyment of any other  tenant in the building in which the leased  premises may
be located,  or in the Shopping Center, or which may disturb the quiet enjoyment
of any person within hundred feet of the boundaries of the Shopping Center.

SECTION 13.02. GOVERNMENTAL REGULATIONS
Tenant  shall,  at  Tenant's  sole  cost  and  expense,  comply  with all of the
requirements of all county,  municipal,  state,  federal and other  governmental
authorities, now in force, or which may hereafter be in force, pertaining to the
said  premises,  and shall  faithfully  observe in the use of the  premises  all
municipal and county  ordinances and state and federal  statutes now in force or
which may hereafter be in force.

                                   ARTICLE XIV

                       ADVERTISING, MERCHANTS ASSOCIATION

SECTION 14.01. SOLICITATION OF BUSINESS
Tenant and  Tenant's  employees  and agents  shall not  solicit  business in the
parking or other common  areas,  nor shall Tenant  distribute  any  handbills or
other  advertising  matter in  automobiles  parked in the parking  area or other
common areas.

                                   ARTICLE XV

                                 EMINENT DOMAIN

SECTION 15.01. TOTAL CONDEMNATION OF PREMISES
If the whole of the leased  premises  shall be acquired or  condemned by eminent
domain  for any public or  quasi-public  use or  purpose,  then the term of this
lease  shall  cease  and  terminate  as of the  date of  title  vesting  in such
proceeding and all rents shall be paid up to that date and Tenant shall have any
claim against Owner for the value of any unexpired term of this lease.

SECTION 15.02. PARTIAL CONDEMNATION
If any part of the leased  premises shall be acquired or condemned as aforesaid,
and in the event  that such  partial  taking or  condemnation  shall  render the
leased premises unsuitable for the business of the Tenant, then the term of this
lease  shall  cease  and  terminate  as of the  date of  title  vesting  in such
proceeding.  Tenant  shall  have no claim  against  Owner  for the  value of any
unexpired  term of this  lease and rent  shall be  adjusted  to the date of such
termination.  In the event of a  partial  taking  or  condemnation  which is not
extensive  enough to render the  premises  unsuitable  for the  business  of the
Tenant,  then Owner shall  promptly  restore the leased  premises to a condition
comparable  to its condition at the time of such  condemnation  less the portion
lost in the  taking,  and this  lease  shall  continue  in full force and effect
without any reduction or abatement of rent.

SECTION 15.03. TOTAL CONDEMNATION OF PARKING AREA
If the whole of the common parking area in the Shopping Center shall be acquired
or condemned as aforesaid, then the term of this lease shall cease and terminate
as of the date of title  vesting  in such  proceeding  unless  Owner  shall take
immediate steps to provide other parking facilities  substantially  equal to the
previously  existing  ratio
<PAGE>
between the common parking areas and the leased premises, and such substantially
equal parking  facilities  shall be provided by Owner at its own expense  within
ninety  (90) days from the date of  acquisition.  In the event that Owner  shall
provide such other substantially equal parking facilities, then this lease shall
continue in full force and effect without any reduction or abatement of rent.

SECTION 15.04. PARTIAL CONDEMNATION OF PARKING AREAS
If any part of the  parking  area in the  Shopping  Center  shall be acquired or
condemned as aforesaid,  and if, as the result  thereof the ratio of square feet
of parking field to square feet of the sales area of the entire  Shopping Center
buildings  Is reduced to a ratio  below two to one,  then the term of this lease
shall cease and terminate upon the vesting of title in such  proceeding,  unless
the Owner shall take  immediate  steps toward  increasing the parking ratio to a
ratio in excess of two to one, in which event this lease shall be unaffected and
remain in full force and effect  without any  reduction or abatement of rent. In
event of termination of this lease aforesaid, Tenant shall have no claim against
Owner  for the  value of any  unexpired  term of this  lease  and rent  shall be
adjusted to the date of said termination.

SECTION 15.05. OWNER'S DAMAGES
In the  event of any  condemnation  or  taking as  aforesaid,  whether  whole or
partial, the Tenant shall not be entitled to any part of the award paid for such
condemnation  and Owner is to receive the full amount of such award,  the Tenant
hereby expressly waiving any right or claim to any part thereof.

SECTION 15.06. TENANT'S DAMAGES
Although all damages in the event of any condemnation are to belong to the Owner
whether such damages are awarded as compensation  for dimunition in value of the
leasehold or to the fee of the leased  premises,  Tenant shall have the right to
claim and  recover  from the  condemning  authority,  but not from  Owner,  such
compensation  as may be separately  awarded or recoverable by Tenant in Tenant's
owner right on account of any and all damage to  Tenant's  business by reason of
the condemnation and for or on account of any cost or loss to which Tenant might
be  put  in  removing  Tenant's  merchandise,   furniture,  fixtures,  leasehold
improvements and equipment, or for any other claims the Tenant may have.

SECTION 15.07 CONDEMNATION OF LESS THAN A FEE
In the event of a  condemnation  of a leasehold  interest in all or a portion of
the leased premises  without the condemnation of the fee simple title also, this
lease shall not  terminate  and such  condemnation  shall not excuse Tenant from
full  performance  of all of its covenants  hereunder,  but Tenant in such event
shall be entitled  to present or pursue  against the  condemning  authority  its
claim for and to receive all  compensation or damages  sustained by it by reason
of such condemnation, and Owner's right to recover compensation or damages shall
be limited to compensation for and damages if any, to its reversionary interest;
it being  understood,  however,  that during such time as Tenant shall be out of
possession  of the leased  premises  by reason of such  condemnation,  the lease
shall not be subject to  forfeiture  for failure to observe  and  perform  those
covenants  not  calling for the  payment of money.  In the event the  condemning
authority  shall  fail to keep the  premises  in the  state of  repair  required
hereunder,  or to perform  any other  covenant  not  calling  for the payment of
money, Tenant shall have ninety (90) days after the restoration of possession to
it within which to carry out its  obligations  under such covenant or covenants.
During such time as Tenant shall be out of possession of the leased  premises by
reason of such leasehold condemnation, Tenant shall pay to Owner, in lieu of the
minimum and  percentage  rents  provided for  hereunder,  and in addition to any
other payments required of Tenant hereunder, an annual rent equal to the average
annual  minimum  and  percentage  rents paid by Tenant  for the period  from the
commencement of the term until the condemning  authority shall take  possession,
or during the preceding three full calendar years,  whichever period is shorter.
At any time after such condemnation proceedings are commenced,  Owner shall have
the right, at its option,  to require Tenant to assign to Owner all compensation
and damages payable by the condemnor to Tenant, to be held without liability for
interest  thereon as security  for the full  performance  of Tenant's  covenants
hereunder, such compensation and damages received pursuant to said assignment to
be  applied  first to the  payment of rents and all other sums from time to time
payable by Tenant pursuant to the terms of this lease as such sums fall due, and
the remainder,  if any, to be payable to Tenant at the end of the term hereof or
on restoration of possession to Tenant,  whichever  shall first occur,  it being
understood  and agreed that such  assignment  shall not relieve Tenant of any of
its  obligations  under this lease with  respect to such  rents,  and other sums
except as the same shall be actually received by Owner.

                                   ARTICLE XVI

                             DEFAULT OF THE TENANT

SECTION 16.01. RIGHT TO RE-ENTER
In the event of any failure of Tenant to pay any rental due hereunder within ten
(10) days after the same shall be due,  or any  failure to perform  any other of
the terms, conditions, or covenants of this lease to be observed or performed by
Tenant for more than thirty (30) days after written notice of such default shall
have been given to Tenant,  or if Tenant or an agent of Tenant shall falsify any
report required to be furnished to Owner pursuant to the terms of this lease, or
if Tenant or any guarantor of this lease shall become bankrupt or insolvent,  or
file  any  debtor  proceedings  or take  or have  taken  against  Tenant  or any
guarantor  of this  lease in any court  pursuant  to any  statute  either of the
United  States or of any state a petition in  bankruptcy  or  insolvency  or for
reorganization  or for the  appointment  of a  receiver  or  trustee of all or a
portion of Tenant's or any such guarantor's  property,  or if Tenant or any such
guarantor makes an assignment for the benefit of creditors,  or petitions for or
enters into an arrangement,  or if Tenant shall abandon said premises, or suffer
this lease to be taken  under any writ or  execution,  the Owner  besides  other
rights or remedies it may have,  shall have the immediate  right of re-entry and
may remove,  all persons and property from the leased premises and such property
may be removed and stored in a public warehouse or elsewhere at the cost of, and
for the  account of  Tenant,  all  without  service of notice or resort to legal
process and without being deemed guilty of trespass,  or becoming liable for any
loss or damage which may be occasioned thereby.

SECTION 16.02. RIGHT TO RELET
Should Owner elect to re-enter, as herein provided, or should it take possession
pursuant to legal  proceedings or pursuant to any notice provided for by law, it
may either terminate this lease or it may from time to time without  terminating
this lease,  make such  alterations  and repairs as may be necessary in order to
relet the premises, and relet said premises or any part thereof for such term or
terms (which may be for a term  extending  beyond the term of this lease) and at
such rental or rentals and upon such other terms and  conditions as Owner in its
sole  discretion  may deem  advisable;  upon each  such  reletting  all  rentals
received  by the Owner  from such  reletting  shall be  applied,  first,  to the
payment of any indebtedness  other than rent due hereunder from Tenant to Owner;
<PAGE>
second,  to the payment of any costs and expenses of such  reletting,  including
brokerage fees and attorney's fees and of costs of such alterations and repairs;
third, to the payment of rent due and unpaid hereunder. If such rentals received
from such  reletting  during any month be less than that to be paid  during that
month by Tenant  hereunder,  Tenant shall pay any such deficiency to Owner. Such
deficiency  shall be  calculated  and paid  monthly.  No such re-entry or taking
possession  of said  premises by Owner shall be  construed as an election on its
part to terminate  this lease unless a written notice of such intention be given
to Tenant or unless the  termination  thereof be decreed by a court of competent
jurisdiction.  Notwithstanding any such reletting without termination, Owner may
at any time thereafter  elect to terminate this lease for such previous  breach.
Should Owner at any time terminate this lease for any breach, in addition to any
other  remedies it may have, it may recover from Tenant all damages it may incur
by reason of such breach,  including the cost of recovering the leased premises,
reasonable  attorney's  fees,  and  including  the  worth  at the  time  of such
termination of the excess, if any, of the amount of rent and charges  equivalent
to rent  reserved  in this lease for the  remainder  of the stated term over the
then  reasonable  rental value of the leased  premises for the  remainder of the
stated term,  all of which  amounts  shall be  immediately  due and payable from
Tenant to Owner.  In  determining  the rent  which  would be  payable  by Tenant
hereunder, subsequent to default, the annual rent for each year of the unexpired
term shall be equal to the average annual  minimum and percentage  rents paid by
Tenant from the  commencement of the term to the time of default,  or during the
preceding three full calendar years,  whichever  period is shorter.  Owner shall
have a good faith  obligation to mitigate the damages caused by such  failure(s)
of Tenant.

SECTION 16.03. LEGAL EXPENSES
In case suit shall be brought for recovery of possession of the leased premises,
for the  recovery of rent or any other amount due under the  provisions  of this
lease,  or because of the breach of any other covenant  herein  contained on the
part of  Tenant  to be kept or  performed,  and a breach  shall be  established,
Tenant shall pay to Owner all expenses incurred therefor, including a reasonable
attorney's fee.

SECTION 16.04. WAIVER OF JURY TRIAL AND COUNTERCLAIMS
The parties  hereto  shall and they hereby do waive trial by jury in any action,
proceeding or  counterclaim  brought by either of the parties hereto against the
other on any matters whatsoever arising out of or in any way connected with this
lease,  the  relationship of Owner and Tenant,  Tenant's use or occupancy of the
leased premises, and/or any claim of injury or damage.

SECTION 16.05. WAIVER OF RIGHTS OF REDEMPTION
Tenant hereby  expressly  waives any and all rights of redemption  granted by or
under any  present  or  future  laws in the event of  Tenant  being  evicted  or
dispossessed for any cause, or in the event of Owner obtaining possession of the
leased  premises by reason of the violation of Tenant of any of the covenants or
conditions of this lease, or otherwise.
<PAGE>
                                  ARTICLE XVII

                               TENANT'S PROPERTY

SECTION 17.01. TAXES ON LEASEHOLD
Tenant shall be responsible for and shall pay before  delinquency all municipal,
county  or state  taxes  assessed  during  the term of this  lease  against  any
leasehold interest or personal property of any kind, owned by or placed in, upon
or about the leased premises by the Tenant.

SECTION 17.02, LOSS AND DAMAGE
Owner  shall not be liable  for any  damage to  property  of Tenant or of others
located on the leased premises, nor for the loss of or damage to any property of
Tenant or of others by theft or  otherwise.  Owner  shall not be liable  for any
injury or damage to persons or property resulting from fire, explosion,  falling
plaster, steam, gas, electricity,  water, rain or snow or leaks from any part of
the leased premises or from the pipes,  appliances or plumbing works or from the
roof,  street or  sub-surface  or from any other  place or by dampness or by any
other cause of whatsoever nature.  Owner shall not be liable for any such damage
caused by other tenants or persons in the leased premises, occupants of adjacent
property,  of the Shopping  Center,  or the public,  or caused by  operations in
construction  of any private,  public or quasi-public  work.  Owner shall not be
liable for any latent defect in the leased  premises or in the building of which
they form a part except for a period of one (1) year from the date Tenant  takes
possession of the leased premises.  All property of Tenant kept or stored on the
leased premises shall be so kept or stored at the risk of Tenant only and Tenant
shall hold Owner  harmless  from any claims  arising  out of damage to the same,
including  subrogation claims by Tenant's insurance carrier,  unless such damage
shall be caused by the willful act or gross  neglect of Owner.  Owner  agrees to
name Tenant as a named  insured on any and all insurance  policies  covering the
building;  Tenant  agrees  to name the Owner as a named  insured  on any and all
insurance policies covering the leased premises.

SECTION 17.03. NOTICE BY TENANT
Tenant shall give immediate  notice to Owner in case of fire or accidents in the
leased  premises or in the  building of which the premises are a part of defects
therein or in any fixture or equipment.

                                 ARTICLE XVIII

                            HOLDING OVER, SUCCESSORS

SECTION 18.01. HOLDING OVER
Any holding over after the  expiration  of the term hereof,  with the consent of
the Owner,  shall be  construed to be a tenancy from month to month at the rents
herein  specified  (pro-rated on a monthly basis) and shall  otherwise be on the
terms and conditions herein specified, so far as applicable.

SECTION 18.02. SUCCESSORS
All rights and  liabilities  herein given to, or imposed  upon,  the  respective
parties hereto shall extend to and bind the several respective heirs, executors,
administrators,  successors, and assigns of the said parties; and if there shall
be more than one tenant,  they shall all be bound  jointly and  severally by the
terms,  covenants and agreements herein. No rights,  however, shall inure to the
benefit of any assignee of Tenant unless the  assignment to such assignee  shall
have been approved by Owner in writing as provided in Section 12.01 hereof.
<PAGE>
                                   ARTICLE XIX

                                 QUIET ENJOYMENT

SECTION 19.01. OWNER'S COVENANT
Upon payment by the Tenant of the rents herein provided, and upon the observance
and  performance of all the covenants,  terms and conditions on Tenant's part to
be observed and performed, Tenant shall peaceably and quietly hold and enjoy the
leased premises for the term hereby demised without hindrance or interruption by
Owner or any other person or persons lawfully or equitably  claiming by, through
or under the Owner, subject,  nevertheless,  to the terms and conditions of this
lease.

                                   ARTICLE XX

                                 MISCELLANEOUS
SECTION 20.01. WAIVER
The waiver by Owner of any breach :f any term,  covenant,  or  condition  herein
contained shall not be deemed to be a waiver of such term, covenant or condition
or any  subsequent  breach of the same or any other term,  covenant or condition
herein contained. The subsequent acceptance of rent hereunder by Owner shall not
be deemed to be a waiver of and preceding breach by Tenant of any term, covenant
or  condition  of this  lease,  other  then the  failure  of  Tenant  to pay the
particular rent so accepted,  regardless of Owner's  knowledge or such preceding
breach at the time of acceptance c such rent. No covenant, term or condition, of
this lease shall be deemed to have been  waived by Owner,  unless such waiver be
in writing by Owner.

SECTION 2O.02. ACCORD AND SATISFACTION
No payment by Tenant or receipt  by Owner of a lesser  amount  than the  monthly
rent  herein  stipulated  shall be deemed  to be other  than on  account  of the
earliest stipulated rent, nor shall any endorsement or statement on any check or
any  letter  accompany  any check or  payment  as rent be  deemed an accord  and
satisfaction,  and Owner may accept such check or payment  without  prejudice to
Owner's  right to recover the balance of such rent or pursue any other remedy in
this lease provided.

SECTION 20.03. ENTIRE AGREEMENT
This lease and the Exhibits,  and Rider,  if any,  attached hereto and forming a
part hereof, set forth all the covenants, promises,  agreements,  conditions and
understandings between Owner and Tenant concerning the leased premises and there
are no covenants,  promises, agreements,  conditions, or understandings,  either
oral or written,  between them other than are herein set forth. Except as herein
otherwise provided, no subsequent alteration,  amendment,  change or addition to
this lease shall be binding upon Owner or Tenant  unless  reduced to writing and
signed by them.

SECTION 20.04. NO PARTNERSHIP
Owner does not, in any way or for any purpose, become a partner of Tenant in the
conduct of its  business,  or  otherwise,  or joint  adventurer or a member of a
joint  enterprise  with Tenant.  The  provisions  of this lease  relating to the
percentage  rent  payable  hereunder  are  included  solely  for the  purpose of
providing a method whereby the rent is to be measured and ascertained.

SECTION 20.05. FORCE MAJEURE
In the event  that  either  party  hereto  shall be delayed  or  hindered  in or
prevented  from the  performance  of any act  required  hereunder  by  reason of
strikes,
<PAGE>
lockouts,  labor  troubles,  inability to procure  materials,  failure of power,
restrictive governmental laws or regulations,  riots, insurrection, war or other
reason of a like nature not the fault of the party delayed in performing work or
doing acts required under the terms of this lease,  then performance of such act
shall be excused for the period of the delay and the period for the  performance
of any such act shall be extended for a period  equivalent to the period of such
delay.  The  provisions of this Section 2O.05 shall not operate to excuse Tenant
from  prompt  payment of rent,  percentage  rent,  additional  rent or any other
payments required by the terms of this lease.

SECTION 20.06. NOTICES
Any notice,  demand, request or other instrument which may be or are required to
be given under this lease shall be delivered in person or sent by United  States
certified  mail postage  prepaid and shall be  addressed  (a) if to Owner at the
address first  hereinabove given or at such other address as Owner may designate
by written  notice and (b) if to Tenant at the leased  premises or at such other
address as Tenant shall designate by written notice.

SECTION  20.07.  CAPTIONS AND SECTION  NUMBERS.
The captions,  section  numbers,  article  numbers,  and index appearing in this
lease are inserted only as a matter of convenience and in no way define,  limit,
construe  or describe  the scope or intent of such  sections or articles in this
lease nor in any way affect this lease.

SECTION 20.08. TENANT DEFINED, USE OF PRONOUNS
The word  "Tenant"  shall be deemed  and taken to mean each and every  person or
party mentioned as a Tenant herein,  be the same one or more; and if there shall
be more than one Tenant,  any notice  required or permitted by the terms of this
lease may be given by or to any one  thereof,  and shall have the same force and
effect as if given by or to all thereof.  The use of the neuter singular pronoun
to refer to Owner or Tenant shall be deemed a proper reference even though Owner
or Tenant may be an individual, a partnership, a corporation,  or a group of two
or more individuals or corporations.  The necessary grammatical changes required
to make the  provisions  of this lease apply in the plural  sense where there is
more  than  one  Owner  or  Tenant  and to  either  corporations,  associations,
partnerships,  or  individuals,  males or  females,  shall in all  instances  be
assumed as though in each case fully expressed.

SECTION 2O.09. BROKER'S COMMISSION
Each of the  parties  represents  and  warrants  that  there are no  claims  for
brokerage  commissions or finder's fees in connection with the execution of this
lease,  except as listed below,  and each of the parties agrees to indemnify the
other  against,  hold it harmless from,  all  liabilities  arising from any such
claim  (including,  without  limitation,  the cost of counsel fees in connection
therewith) except as follows: NONE

SECTION 20.10. PARTIAL INVALIDITY
If any term,  covenant or condition of this lease or the application  thereof to
any person or circumstance  shall, to any extent,  be invalid or  unenforceable,
the  remainder  of this  lease,  or the  application  of such term,  covenant or
condition  to persons or  circumstances  other than those as to which it is held
invalid or unenforceable,  shall not be affected thereby and each term, covenant
or condition of this lease shall be valid and be enforced to the fullest  extent
permitted by law.
<PAGE>
SECTION 20.11. CONDOMINIUM CONVERSION RIGHT OF FIRST REFUSAL
In the event that the Owner  converts  the  shopping  center in which the leased
premises are located to condominium ownership and offers the leased premises for
sale,  Owner  hereby  grants to Tenant a right of first  refusal to purchase the
leased  premises on the identical  terms which the Owner is then willing to sell
the leased  premises for to any purchaser;  Owner also agrees to give the Tenant
forty-five (45) days by giving the Owner written notice,  certified mail, return
receipt requested, of Owner's then willingness to sell and all of such terms. If
Tenant does not exercise its right of first refusal within said  forty-five (45)
days by  giving  the  Owner  written  notice,  certified  mail,  return  receipt
requested, and actually purchasing the leased premises not more than thirty (30)
days after giving said notice of  acceptance,  said right of first refusal shall
lapse.

SECTION 20.12. RECORDING
Tenant  shall not  record  this  lease  without  the  written  consent of Owner;
however,  upon the request of either  party hereto the other party shall join in
the execution of a m memorandum or so-called  "short-form" of this lease for the
purposes  of  recordation.  Said  memorandum  or short form of this lease  shall
describe the parties, the leased premises,  and the term of this lease and shall
incorporate this lease by reference,

SECTION 20.13. OUTSTANDING MORTGAGE LOAN ON SHOPPING  CENTER COVENANT OF-
               QUIET ENJOYMENT IN THE EVENT OF FINANCING

The Owner and Tenant agree that Owner has borrowed  from Tenant a large  portion
of the funds  needed by Owner for the  construction  of the  shopping  center in
which the leased premises a-e located, and that a corresponding mortgage loan is
presently  outstanding.  In the event  that the Owner  agrees to  refinance  the
existing  mortgage  loan on the Shopping  Center,  Owner shall pay no prepayment
penalty of any nature.  In the event that the Owner  borrows funds and mortgages
the Shopping  Center with another  financial  institution  (i.e.  other than the
Tenant)  Owner agrees to include in any mortgage and in all related  documents a
covenant  of quiet  enjoyment,  guaranteeing  the Tenant  the right to  continue
occupation of the leased premises  provided the Tenant is in compliance with the
terms of this lease,  regardless of the possible  defaults of Owner in regard to
such mortgagee financial institution.

IN WITNESS WHEREOF, Owner and Tenant have signed and sealed this lease as of the
day and year first above written.


                                         /s/ Louis Jl. Galanis
                                         ---------------------------------------
                                         Louis J. Galanis, Trustee of Five Jays
                                         Realty Trust, OWNER

                                         Date

                                         /s/ David L. Grey
                                         ---------------------------------------
                                         Ipswich Savings Bank, by its President,
                                         David L. Grey

                                         Date
<PAGE>


[GRAPHIC OMITTED: Building Ground Plan]