LEASE

         THIS INDENTURE made as of the _______ day of April 1997, by and between
Mark  Klaman,  Trustee or Village  Associates  Trust,  u/d/t dated March 2, 1984
recorded with the Essex South District Registry of Deeds in Book 7347, Page 556,
and Ipswich Savings Bank.

                                   WITNESSETH:


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

        (a)     Lessor: Said Mark Klaman, Trustee of Village Associates Trust.

        (b)     Lessee: Said Ipswich Savings Bank.

        (c)     Premises:   The   approximately   1,200  square  foot   premises
                cross-hatched  on Exhibit A-l, in the  Shopping  Center shown on
                Exhibit A.

        (d)     Shopping Center:  The Shopping Center,  now known as The Village
                Shops  at  Vinnin  Square  at  600  Loring  Avenue,   in  Salem,
                Massachusetts,  shown on  Exhibit A and  outlined  in bold lines
                thereon, and described by metes and bounds in Exhibit B.

        (e)     Original Term: The period  commencing on the  Commencement  Date
                (as hereinafter  defined) and ending at 12:01 a.m. on October 1,
                2000.

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

        (g)     Commencement  Date: The earlier of (i) sixty (60) days after the
                Lessee  has  obtained  all  regulatory  and  other  governmental
                Approvals  (as  defined  in and more  particularly  set forth in
                Section 2 hereof necessary to locate,  construct and operate a
                branch banking facility at the Premises; or (ii) the date Lessee
                opens for business at the Premises; or (iii) August 1, 1997.

        (h)     Net Minimum  Rental:  Nineteen  Thousand  Two Hundred and 00/l00
                ($19,200.00)  Dollars  per year  during  each  Lease Year of the
                Original Term hereof, and thereafter Net Minimum Rental shall be
                adjusted as provided in Section 4 hereof.

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

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

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

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

        (n)     Lessor's Address: 600 Loring Avenue, Salem, MA 01970

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

        (p)     Lessee's  Address:  23 Market  Street,  Ipswich,  MA 01938-2212;
                Attn: Treasurer or Chief Financial Officer

        (q)     Lessee's Counsel:  William Tinti,  Esq.,  Tinti,  Quinn & Merry,
                P.C., 22 Essex Street, Salem, MA 09l70.

        (r)     Notice: shall mean notice as provided in Section 36 hereof.

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

                                       -2-
<PAGE>
        Lessee shall have the further right to install and maintain ah automated
teller machine ("ATM"),  and to construct and maintain a drive-thru facility for
such  purpose to be located  generally  in. the location of the former UST Corp.
drive-thru,  as shown in the plan attached hereto as Exhibit "A-1". Lessee shall
obtain all necessary  permits and approvals and pay all costs of installing  and
maintaining  the ATM and the drive-thru  facility.  Subject to the provisions of
Sections 10 and 13 hereof,  Lessee shall be  permitted  to install,  at Lessee's
sole  cost and  expense  (i) at the  location  of the ATM,  signage  identifying
Lessee, any automated teller network operated by Lessee and any shared automatic
teller  network with which the ATM is  affiliated;  and (ii) at the front of the
building  facing Loring Avenue,  a sign directing  customers to the ATM.  Lessor
shall  have no  responsibility  for the ATM or the  drive-thru  and shall not be
liable for any damage to the same,  no matter how caused.  Lessee  shall pay all
real  or  personal  property  taxes  assessed  or  imposed  on the  ATM  and the
drive-thru.

        As soon as reasonably  practicable, after  the execution  hereof, Lessee
shall make  application to (i) the  Commissioner of Banks of the Commonwealth of
Massachusetts  and any other  governmental  authority  as shall be  necessary to
locate and operate a branch banking facility of the Lessee at the Premises,  and
(ii) for all other  permits and  approvals,  from all  governmental  authorities
having jurisdiction  necessary to complete  construction of the Premises and the
drive-thru  facility,  to install Lessee's signage as provided in Section 13 and
to operate Lessee's  business at the Premises  (collectively,  the "Approvals").
Lessee agrees to use its best efforts to diligently prosecute such applications,
including,  without  limitation,  paying  all  fees  necessary  to  obtain  such
Approvals, and providing such documentation and information as shall be required
by such governmental authorities in furtherance of such applications. If despite
such efforts Lessee has been unable to obtain such Approvals on or before August
1, 1997,  Lessee  shall  have the right to  terminate  this Lease by  delivering
Notice to the Lessor on or before such date.  Lessor  agrees to  cooperate  with
Lessee in Lessee's  attempt to obtain such Approvals and, where required by such
governmental  authorities,  agrees  to  permit  the  use  of  Lessor's  name  in
connection therewith as owner of the Shopping Center. Lessor agrees that it will
execute such  instruments as shall be reasonably  required by such  governmental
authority of the owner of the Shopping  Center with reference to any application
by Lessee therefor, but all services performed,  in connection therewith and all
costs incurred and the exercise of rights pursuant to this Paragraph shall be at
Lessee's sole expense and risk.

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

        In the event that Lessee should hold over after the expiration or sooner
termination of the Term, the Term shall continue  thereafter until terminated by
either  party by not less than  thirty (30) days'  prior  written  notice to the
other,  which notice may,  however,  be given prior to the  commencement of such
holdover.  All of the terms and provisions of this. Lease in effect  immediately
prior to such  holdover  shall be  applicable  during such  holdover and for any
further time  following the end of the Term during which the Lessee may continue
tO use or occupy the  Premises,  except that the Lessee  shall pay on account of
the Net Minimum  Rental an amount equal to one and one-half  (1.5) times the Net
Minimum Rental provided in Section l(b).
<PAGE>
        3.1 Options to Extend.  Lessee shall have four (4) options to extend the
Term of this Lease for additional periods of five (5) years each,  commencing on
the expiration of the Original Term, as it may have been extended, provided that
Lessee  shall give Lessor  Notice of the exercise of its election not later than
six (6) months prior to the  expiration of the then Term;  and provided  further
that Lessee  shall not be in default at the time of giving of such Notice in the
performance  and  observance  of any of the terms and  agreements  in this Lease
contained on the part of the Lessee to be performed  and  observed.  (The option
rights  herein  granted to Lessee  shall be referred to as the "First  Option to
Extend,"  the "Second  Option to Extend",  the "Third  Option to Extend" and the
"Fourth Option to Extend", as the case may be extended applicable to such Option
Period, the Third Option Period", and the "Fourth Option Period" as the case may
be, and collectively, the "Option Periods".)


        3.2 Options to Terminate. Lessee shall have the right at any time during
the  Term of the  Lease  to  terminate  the  Lease as of the last day of a month
("Termination  Date"),  provided (i) that Lessee shall give Lessor Notice of the
exercise of its rights so to terminate not less than twelve (12) months prior to
the  Termination  Date;  (ii) that Lessee shall not be in default at the time of
the giving of such Note in the performance of any of the terms and agreements in
this Lease contained on the part of the Lessee to be performed and observed; and
(iii) that Lessee  continues  to pay all rental at the time and in the manner in
the Lease provided,  and to perform all of the other terms and conditions on the
part of the Lessee to be performed  and observed for the period  following  such
Notice until the Termination Date.


        In the event Lessee  exercises  the right to  terminate  as  aforesaid,
Lessee,  note the less may continue to lease and maintain the ATM and drive-thru
area a  tenant-at-will  terminable by either Lessor or Lessee as of the last day
of a month upon not less than six (6) months' Notice to the other.  Rent for the
use of such ATM and  drive-thru  area shall be at the rate of Two Hundred  Fifty
and  00/100  ($250.00)  Dollars  per month  payable on the first day of each and
every month.  Notwithstanding  the termination of the Lese as aforesaid,  Lessee
agrees  that,  except  with  respect to rent and term which are  covered by this
paragraph,  Lessee  shall  observe each and every other term of the lease on the
part of the Lessee to be observed and performed.


        4. Rental. YIELDING AND PAYING therefor the Net Minimum Rental set forth
in Section 1,  payable in advance on the first day of each month during the Term
in equal monthly  installments.  A  proportinate  part of the Net Minimum Rental
shall be paid for any period of the commencement of the Term which shall be less
than a full month.  During each Lease Year of the  Original  Term hereof the Net
Minimum  Rental  shall be paid for any  period of the  commencement  of the Term
which  shall be less than a full month.  During each Lease Year of the  Original
Term hereof,  the Net Minimum Rental shall be Nineteen  Thousand Two Hundred and
00/100 ($19,200.00)  Dollars. In the event the Lessee exercises the First Option
to Extend, the Net Minimum Rental for each Lease Year of the First Option Period
also shall be Nineteen Thousand Two Hundred and 00/100 ($19,200.00)  Dollars. In
the event the Lessee  exercises  the Second  Option to extend,  the Net  Minimum
Rental for each Lease Year of the Second  Option  Period  shall be Twenty  Three
Thousand Eight Hundred Eight and 00/100  (23,808.00)  Dollars.  In the event the
Lessee  exercises  the Third Option to Extend,  the Net Minimum  Rental for each
Lease Year of the Third  Option  Period  shall be  Twenty-Seven  Thousand  Three
Hundred

<PAGE>
Seventy-Nine and 20/100 ($27,379.20)  Dollars. In the event the Lessee exercises
the Fourth  Option to extend the Net  Minimum  Rental for each Lease Year of the
Fourth Option Period shall be Thirty-One  Thousand Four Hundred  Eighty-Six  and
08/100 ($31,486.08) Dollars. The Lessee shall pay the Net Minimum Rental due for
the first month of the Term on or before the Commencement Date.

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

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

5. Net Lease: Non-terminability.

        (a) This lease is a net lease and the Net  Minimum  Rental,  additional
rental and all other sums payable  hereunder to or on behalf of the Lessor shall
be paid without notice
                                      -5 -
<PAGE>
or demand, and without setoff,  counterclaim,  defense,  abatement,  suspension,
deferment, reduction or deduction, except as expressly provided herein.

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

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

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

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

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

        7. The Parking and Common Areas. The Lessee, its customers and invitees
shall have the right,  during the Term,  to use the Common  Areas in common with
all other  lessees  occupying  other  portions  of the  Shopping  Center,  their
customers  and  invitees,  and such other  persons as shall be  permitted by the
Lessor  from time to time to use the Common  Areas,  subject,  however,  to such
reasonable  rules and  regulations  as may now be in force or as the  Lessor may
establish at any time or from time to time,  which rules and  regulations  shall
nonetheless encompass the provisions of Section 7.1 hereof,  including,  without
limitation,  the designation of the size and location of employee  parking areas
even if the same are not located  within the Shopping  Center.  The Lessor shall
have the right to have towed any  vehicles  which are parked in the Common Areas
by the Lessee's  employees in  violation of the Lessor's  rules and  regulations
regarding employee parking from time to time in effect. The Lessee covenants and
agrees,  however,  that it will not  permit its  employees  or  concerns  making
deliveries  to or pickups  from the  Premises  to use any  portion of the Common
Areas (except as otherwise provided herein) other than such portions or portions
reasonably  situated  as the Lessor  shall from time to time set[ apart for such
purpose and  designate  in writing,  and that,  to the extent there shall be any
sidewalks  immediately adjacent to the Premises, it will maintain such sidewalks
in a neat and orderly condition,
                                      -6 -
<PAGE>
swept and free from ice and snow.  The Lessor  expressly  reserves  the right to
enforce  parking  charges  (by  operation  of  meters  or  otherwise),   and  to
temporarily  close all, or any  portion,  of the Common Areas for the purpose of
making repairs or changes thereto, in order to discourage  non-customer parking,
or otherwise.  Notwithstanding  the  foregoing,  Lessor agrees that it shall not
install  parking meters in the Shopping  Center unless  required by governmental
authorities.

        Notwithstanding the foregoing,  Lessee shall have the right, in order to
maintain  proper  security for the  operation of its business to have pickups or
deliveries  made from or to the Premises by Brinks or other similar  carriers of
cash, securities,  instruments,  records or other materials commonly transported
by such  carriers  and to permit the use of such  portions  of the Common  Areas
adjacent to the  Premises as shall be  reasonably  required  for such  purposes,
provided,  however,  that any such use by Lessee of the  Common  Areas  shall be
accomplished,  so far as reasonably practicable,  in a manner which reduces to a
minimum interference with the use of the Common Areas for the purposes for which
they were  intended or  the conduct of business of other tenants of the Shopping
Center.
        The  Lessor  may at any time or from time to time  construct  additional
improvements in all or any part of the Shopping  Center,  or change the location
or arrangement of any  improvement in the Shopping  Center or all or any part of
the Common Areas, or add or deduct any land to or from the Shopping  Center,  or
enlarge, reduce, change, enclose or increase the height of, the Shopping Center,
or any  building  or  other  improvement  therein,  provided,  however,  no such
construction,  addition or change shall materially  reduce the number of parking
spaces available to Lessee at the Commencement  Date,  access to the Premises or
the visibility of the Premises from Loring Avenue.

        Subject to the exclusions  hereinafter set forth,  the Lessee  covenants
and agrees to pay unto the Lessor, as additional  rental,  the Lessee's Fraction
(as  hereinafter  defined)  of  the  annual  cost  of (a)  operating,  managing,
altering, improving, repairing,  restoring, replacing,  renovating, cleaning and
maintaining  the Common  Areas,  including,  without  limitation,  the  lighting
thereof, the policing thereof, all plate glass therein, the heating, ventilating
and air-conditioning thereof, the plumbing, sanitary sewage and electric systems
therein and the  sprinkler  and other fire  protection  or other  alarm  systems
therein,  if any  (including  any  main  trunk  line of any  such  systems,  but
excluding  any branch  runs and  leads);  (b) all real  estate  taxes,  personal
property taxes, business and occupation taxes, occupational license taxes, water
charges, sewer charges, assessments,  including, without limitation,  betterment
assessments or taxes in the nature thereof,  and all other similar  governmental
taxes,  impositions and charges which shall be levied, assessed, or imposed (but
excluding  any taxes for which  Lessee shall be  responsible  for the payment of
Lessee's  Fraction under Section 8 hereof (i) upon or with respect to the Common
Areas,  including,  without  limitation  the land on  which  the  foregoing  are
constructed;  or (ii)  upon  or  with  respect  to the  operation,  maintenance,
alteration, repair, rebuilding, use, occupancy or enjoyment of the Common Areas;
under or by virtue of any present or future law,  statute,  charter,  ordinance,
regulation or other requirement of any governmental authority,  whether federal,
state,  county,  city,  municipal or otherwise,  all whether  general,  special,
ordinary,  extraordinary,  foreseen  or  unforeseen;  it being  agreed that such
taxes, charges, assessments and impositions shall include the costs and expenses
incurred,  in  accordance  with  the  penultimate  paragraph  of  Section  8, in
contesting  the amount or  validity  of any  thereof;  (c) the  premiums  on the
liability insurance policies insuring the Lessor against

                                       -7-
<PAGE>
damage to property  or  injuries or death to person or persons,  in, on or about
the Common Areas, including,  without limitation,  the roadways leading from and
to the Common Areas,  in amounts as shall be  determined by the Lessor,  and the
premiums  on the  fire and  casualty  insurance  policies  insuring  the  Lessor
including,  without  limitation,  all insurance described in Section 16, in such
amounts as shall be  determined  by the Lessor,  (d) all  administrative  costs
equal to fifteen (15%) percent of all  additional  rental  payable to the Lessee
pursuant  to this  Section 7 to help  defray the  Lessor's  indirect  cost of so
providing, maintaining and insuring.  Notwithstanding anything set forth in this
lease to the contrary, the Lessee will pay to the Lessor monthly,  together with
the Net Minimum Rental, one-twelfth (1/12) of the amount estimated by the Lessor
from time to time to reflect the Lessee's Fraction of such annual cost. Promptly
after such cost is determined  for each year,  the Lessor will advise the Lessee
in writing of the amount of the Lessee's Fraction thereof for such year, and the
Lessor and the Lessee will  account to each other so that the Lessee  shall have
paid to the Lessor for each such year the full amount of the  Lessee's  Fraction
of such cost;  any excess paid by the Lessee  shall be credited  against  future
payments required by this Section 7 next due, except that upon expiration of the
Term any such  excess  shall be  promptly  refunded by the Lessor to the Lessee,
and, in any event,  any  deficiency  shall be promptly paid by the Lessee to the
Lessor.  For purposes of this Section,  Lessee shall have the right to review at
reasonable  times and upon  reasonable  notice any of lessor's books and records
relating  to any such  cost,  for which  Lessor is  seeking  reimbursement  from
Lessee. As used in this Section 7 and in Section 8, Lessee's Fraction shall be a
fraction in which the  numerator  is the number of square feet of floor space in
the Premises and the  denominator is the number of square feet of floor space in
all  premises  located in the  Shopping  Center,  including  the  Premises  then
occupied by other  lessees of the Lessor;  it being  agreed that all floor areas
shall be  computed  within the  exterior  surfaces of all walls and any space in
non-selling mezzanines shall not be considered.  The cost described in the first
sentence of this paragraph shall be deemed to include,  without limitation,  all
costs and  expenses  of every kind and  nature  paid or  incurred  by the Lessor
(including  reasonable  and  appropriate   reserves)  in  operating,   managing,
equipping,  policing  (if and to the extent  provided by the  Lessor),  heating,
ventilating,  air  conditioning,   lighting,  altering,  improving,   repairing,
restoring,  replacing,  renovating,  cleaning,  maintaining  and landscaping all
portions  of the Common  Areas  (including  any parking  structure  subsequently
installed  in the  Shopping  Center),  water and sewer or  sewage  treatment  or
removal  charges,  painting and  caulking all exterior  surfaces in the Shopping
Center,  including,  without  limitation  any canopies in the  Shopping  Center,
maintaining  and  illuminating  any pylons in the Shopping  Center and any signs
thereon  to be  maintained  and/or  illuminated  by  the  Lessor,  premiums  for
liability,  property damage,  casualty,  workmen's  compensation,  and any other
insurance (including all insurance, hazard and otherwise,  carried by the Lessor
on any and all buildings and  improvements  in or about the Shopping  Center and
the Common Areas),  the cost of on-site  supervision  and personnel,  including,
without limitation,  the property manager, if any, staff, office rentals, wages,
unemployment taxes, social security taxes and benefits,  personal property taxes
and assessments,  fees for required licenses and permits,  materials,  supplies,
operation of loudspeakers and any other equipment  supplying music to any Common
Areas (if any), or rental charges for any machinery and  equipment,  any and all
alterations,  improvements,  repairs,  restoration,  replacements and renovation
(whether interior, exterior, structural, non-structural, foreseen or unforeseen)
to any portion of the Shopping  Center which the Lessor shall deem  necessary or
appropriate  or which shall be required of the Lessor by this or any other lease
relating to the Shopping Center or by any law, rule, ordinance,

                                      -8 -
<PAGE>
regulation or requirement of any public  authority or the Fire Insurance  Rating
Association having jurisdiction or as a result of any fire, casualty,  taking by
eminent domain or action by any public or other authority to the extent that the
cost thereof shall exceed the net proceeds,  if any, of any insurance or damages
paid to the Lessor,  including without  limitation,  any and all maintenance and
repairs by the Lessor to the  structural  portions  of all  buildings  and other
improvements  in the Shopping  Center the roof,  foundations,  exterior  walls,
floors,  subfloors,  utilities  and other  portions  of all such  buildings  and
improvements  to the extent so required of the Lessor of this or any other lease
or  agreement  relating  to the  Shopping  Center,  and the costs of  furnishing
sprinkler protection in the Premises.

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

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

        B.  Lessor  shall at all  times  maintain  rules and  regulations  which
prohibit  Tenant or Tenants'  employees  parking in that portion of the Shopping
Center  designated on the plan attached hereto as the Front Parking Area (except
for executive officers of Lessee not regularly employed at the Premises). Lessor
shall at all times use reasonable efforts to enforce such rules and regulations.

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

        (a)     upon or with respect to the land under the buildings  comprising
                the Shopping Center and such buildings; or
<PAGE>
        (b)     upon or with respect to the operation, maintenance,  alteration,
                repair, rebuilding, use, occupancy or enjoyment of the buildings
                comprising the Shopping Center or any portion thereof;

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

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

        Notwithstanding  anything  contained in this lease to the contrary,  the
Lessee will pay to the Lessor monthly, together with the Net Minimum Rental, one
twelfth  (1/12) of the  amount  from  time to time  estimated  by the  Lessor to
reflect  the  Lessee's  Fraction of all such taxes,  charges,  assessments,  and
impositions  described  in this  Section  8 which  are so  levied,  assessed  or
imposed,  or  billed  to the  Lessor  by the  appropriate  public  authority  or
authorities, if any. Promptly after the exact amount of the Lessee's fraction of
all such taxes, charges, assessments and impositions are determined for each tax
year,  the Lessor  will  advise the Lessee in writing of the amount  thereof for
such year and the Lessor and the Lessee will account to each other  (as often as
such  taxes,  charges,  assessments  or  impositions  are  payable to the proper
authorities)  so that the  Lessee  shall  have paid to the  Lessor  prior to the
expiration  of ten (10) days after the Lessor has so advised  the Lessee of such
amount;  the full amount of the  Lessee's  Fraction of all such taxes,  charges,
assessments  and impositions  for such tax year or portion  thereof;  any excess
paid by the Lessee shall be credited  against future  payments  required by this
Section 8 next due,  except that upon  expiration of the Term of any such excess
shall be promptly refunded by the Lessor to the Lessee, and any deficiency shall
be promptly paid by the Lessee to the Lessor.

        Notwithstanding  anything in this lease to the contrary  contained,  the
Lessee  shall not be required to pay or  otherwise  be  responsible  for (i) any
local, state or federal capital levy,  franchise tax, revenue tax, income tax or
profits  tax of  the  Lessor,  or  (ii)  any  estate,  inheritance,  devolution,
succession  or  transfer  tax which may be imposed  upon or with  respect to any
transfer of the Lessor's  interest in the Shopping  Center;  provided,  however,
that if any time hereafter the methods of taxation prevailing at the date hereof
shall be  altered  so as to cause the whole or any part of the  taxes,  charges,
assessments or impositions now or hereafter levied,  assessed or imposed on real
estate  and the  buildings,  structures  and other  improvements  thereon  to be
levied,  assessed and imposed,  wholly or partially as a gross  receipts,  gross
income, capital levy, or other tax, on the rentals received therefrom, or if any
tax, corporation  franchise tax, assessment,  levy (including but not limited to
any  municipal,  state or  federal  levy),  imposition  or  charge,  or any part
thereof,  shall be measured by or based in whole or in part,  upon the  Shopping
Center and shall be imposed upon the Lessor,  then all such taxes,  assessments,
levies, impositions or charges, or the part

                                      -10-
<PAGE>
thereof  so  measured  or based,  shall be deemed  to be an  imposition  levied,
assessed or imposed upon or with respect to the Shopping  Center,  to the extent
that the same would be payable if the Shopping  Center were the only property of
the Lessor subject thereto,  and the Lessee shall pay to the Lessor the Lessee's
Fraction  of the same as and in the  manner  provided  herein.  If there are any
taxes  levied or assessed at the time on any item of rental  payable  hereunder,
the Lessee further agrees to pay to the Lessor, as additional rental, the amount
thereof.

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

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

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

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

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

        11.     The Lessee's  Covenants.  The Lessee hereby  covenants  with the
Lessor that the Lessee  until the  expiration  of the Term and for such  further
time as the Lessee, or any other person or persons claiming through or under the
Lessee shall hold the Premises or any part  thereof:  (a) will pay to the Lessor
all rental at the time and in the manner herein set forth; (b) will at all times
maintain all walls of the Premises (including, without limitation, the so called
glass or  storefront),  the  floor  and  subfloor  therein  (but  excluding  any
structural  portion thereof as provided in Section 28 hereof),  and the interior
of the Premises,  (including,  without limitation the heating,  ventilating, air
conditioning,  - - plumbing,  sanitary sewage, electric,  sprinkler and lighting
systems and equipment  therein  (excluding,  however any main trunk lines of any
such system,  but including any branch runs and leads) and all floor  coverings,
doors,  door frames and door openers) in as good,  clean and safe repair,  order
and condition as same were at the Commencement Date or may be put in thereafter,
and  all  alterations,  improvements,   restoration,  repairs,  replacements  or
renovations to the Premises required by any and all laws, ordinances, rules, the
regulations  or  requirements  of all public  authorities  or the fire insurance
rating association having  jurisdiction,  all whether ordinary or extraordinary;
all replacements to be of the same kind and quality as those which are replaced;
provided,  however,  that the Lessee shall not be  responsible  for repairs made
necessary by accidental  fire or other insured  unavoidable  casualty;  (c) will
make  all  repairs  (whether  interior,  exterior,  structural,   nonstructural,
ordinary or  extraordinary)  made  necessary by the  negligence or misuse of the
Premises or the fixtures  therein or  appurtenances  thereto by the Lessee,  its
agents, employees, customers or invitees, or by any forcible entry, vandalism or
malicious mischief not reimbursable by the Lessor's insurance;  (d) will pay all
charges  for light  heat,  hot and cold water,  electric  current and any other
services or utilities furnished to the Premises;  (e) will not assign this lease
or  sublet  to any  person,  firm or  corporation  the  whole or any part of the
Premises, or permit any person, firm or corporation other than the Lessee to use
or occupy the whole or any part thereof  without  obtaining on each occasion the
prior  written  consent of the Lessor,  which  consent will not be  unreasonably
withheld,
                                      - 12-
<PAGE>
delayed or conditioned;  provided,  however, upon such assignment or subleasing
the provisions of Section 3.2 shall  thereupon  become  reciprocal,  but no such
consent  by the  Lessor  (i) shall be deemed to be a waiver or release of any of
the  provisions  of this Clause (e) or a consent or  agreement to consent to any
such  assignment,  subletting,  or  permission  to use or  occupy  the  Premises
thereafter,  (ii)  shall  relate to any other  term or  provision  of this lease
including,  without limitation,  the provisions of Section 6, and (iii) shall be
deemed to permit any  subdivision of the Premises or any use or occupancy of the
Premises  by more  than one  entity  at any time;  none of the  foregoing  shall
release or discharge the Lessee from any obligations or liabilities set forth in
this lease,  which  obligations and liabilities  shall continue to be direct and
primary in any event; (f) will not overload or deface the Premises or permit any
use of the Premises  which shall  increase any  insurance  rate or create a fire
hazard or be  unlawful,  improper,  noisy or offensive  or which  constitutes  a
nuisance  or which  is  contrary  to any law,  ordinance,  rule,  regulation  or
requirement  of any public  authority or the Fire Insurance  Rating  Association
having jurisdiction,  or which is injurious to any person or property, or commit
waste, whether voluntary or involuntary,  or permit anyone else to do any of the
foregoing;  (g) Lessee may  maintain  ATMs for use of its  customers at any time
(subject, however, to all applicable laws, rules, regulations or requirements of
any public authorities having  jurisdictions  thereover;  provided,  however, if
Lessee requires  additional services in connection  therewith,  Lessee shall pay
any additional costs incurred therefore); (h) will not use any advertising media
that might be  objectionable  to the Lessor or other  occupants  of the Shopping
Center, such as loud speakers, phonographs or radio broadcasts that may be heard
outside the Premises; (i) will forthwith obtain and deliver to the Lessor and at
all times  thereafter  maintain  in full force and effect,  liability  insurance
(with completed  operations and contractual  liability  endorsements with limits
acceptable to the Lessor and insuring both the Lessor and the Lessee against all
claims, suits, obligations,  liabilities and damages, including attorneys' fees,
based upon or arising  out of actual or alleged  personal  injuries  or property
damage  resulting  from, or occurring in the same course of, or on or about,  or
otherwise relating to the use or condition of, the Premises - all such insurance
to be for the protection and benefit of, and  adjustable  with, the Lessor,  the
Lessor's  mortgagees and the Lessee, as their interests may appear, and shall be
in form and substance,  and with additional  limits,  amounts and coverage,  and
such  endorsements,   in  addition  to  those  specified  herein,  as  shall  be
satisfactory  to the Lessor from time to time, and with insurers  having current
Alfred M. Best Company,  Inc.  ratings of A or better and financial size ratings
of Class XII or higher,  and  satisfactory  to the Lessor from time to time; the
Lessee will on demand, as often as reasonably  requested by the Lessor,  furnish
to the Lessor a complete list,  statement and description of all such insurance,
together with  certificates from each insurance company issuing any thereof that
same is in full force and effect, all premiums have been paid, and same will not
be canceled  except upon ten (10) days'  prior  written  notice to the Lessor by
registered mail,  return receipt  requested;  such liability  insurance to be so
obtained and delivered  prior to the Lessee's  entry as permitted by Section 10;
(j) will not do or permit to be done anything in or about the Premises which (i)
shall make void or voidable  any  insurance  carried by the Lessor or the Lessee
which is required by any term or provision of this lease or which relates to the
Shopping  Center in any manner or way or (ii)  shall  increase  or create  extra
premiums therefor and will pay the Lessor on demand, as additional  rental,  the
amount of any such  increase  or extra  premiums  on  insurance  carried  by the
Lessor (k) will maintain and keep all windows,  -window  frames and plate glass
in the  Premises  at all times in good  repair,  order and  condition;-(1)  will
always  conduct its operations in the Premises under the Lessee's Trade Name (or
in the name of one or more
                                     - 13 -
<PAGE>
affiliates  or  divisions  of  Lessee)  set forth in Section 1 unless the Lessor
shall  otherwise  consent  writing,  which  consent  shall  not be  unreasonably
withheld or delayed; (m) will not use the Common Areas or the sidewalks adjacent
to the Premises, except for access to and from the Premises; (n) will furnish to
the  Lessor,  promptly  after the  receipt of a request  therefor,  the  license
numbers of all vehicles,  of all persons employed on the Premises by the Lessee;
(o) will cooperate with Lessor in the event that the Lessor  notifies the Lessee
that one or more of the Lessee's  employees have parked vehicles in violation of
the  Lessor's  rules and  regulations  regarding  employee  parking and has such
vehicles towed,  in Lessor's  attempts to recover from such employees all of the
Lessor's costs and expenses in connection therewith;  (p) will cause all freight
to be delivered  and/or  removed and all refuse to be removed only in the manner
and at such times as shall be  designated  by the Lessor from time to time,  and
never store or maintain any such freight or refuse outside of the Premises;  (q)
will not bum any trash, garbage or refuse of any kind on the Premises or dispose
of any of same in any manner other than as  expressly  directed by the Lessor in
writing  from  time to time;  (r) will  operate  the  heating,  ventilating  and
air-conditioning  systems  in the  Premises  to  adequately  heat  or  cool  the
Premises,  as the case may be; (s) will not  solicit  business in the parking or
common area or areas or distribute  handbills or other  advertising media to, in
or upon any vehicles  parked in the Common  Areas;  (t) will pay, as  additional
rental,  any trash charge from time to time determined by the Lessor as shall be
appropriate  to help  defray the cost of any  central  station  trash  compactor
and/or trash removal service in the Shopping Center provided by the Lessor;  and
(u) will,  at the  expiration  or  sooner  termination  of the  Term,  leave the
Premises,  including,  without limitation,  all walls of the Premises, the floor
and  sub-floor  therein,  and the interior of the Premises,  including,  without
limitation,  the heating,  ventilating,  air  conditioning,  plumbing,  sanitary
sewage, electric, sprinkler and lighting systems, and equipment therein, and all
doors, door frames, door openers,  windows, window frames and plate glass, in as
good,  clean  and safe  repair,  order  and  condition  as the same  were at the
Commencement  Date  or may  be  put in  thereafter,  reasonable  wear  and  tear
excepted,  all  replacements  to be of the  same  kind  and  quality  as what is
replaced,  subject to the  provision in Clause (b) above,  and provided that the
Lessee shall not be responsible  for repairs made  necessary by reasonable  wear
and tear, but the Premises shall be left clean and renantable,  orderly and free
of  occupants,  in any event,  and  provided  further  the  Lessee  shall not be
responsible for any such repairs made necessary by any casualty insured against,
so long as all  insurance  proceeds  paid or payable on account of such casualty
are paid over or assigned to Lessor  together with the amount of any deductible.
The Lessee  shall  remove from the  Premises at or prior to such  expiration  or
sooner termination all fixtures,- equipment,  signs,  merchandise,  supplies and
other  property  of the  Lessee,  and the  Lessee  shall,  at its sole  cost and
expense,  repair any damage  caused by such  removal.  Upon such  expiration  or
termination,  the Lessor  may, in  addition  to all other  rights and  remedies,
without  being guilty of any trespass,  tort or breach of contract,  remove from
the Premises any or all fixtures,  equipment,  signs, merchandise,  supplies and
other  property  of the Lessee not  removed  by the  Lessee as  provided  in the
immediately  preceding  sentence,  and either  store same for the account of the
Lessee at its expense,  without obligation or liability on account of any theft,
loss, damage or monetary  shortage,  or deem same to be abandoned and subject to
use, sale or other disposition without obligation or liability to account to the
Lessee  for the  proceeds  thereof.  Notwithstanding  the  expiration  or sooner
termination of the Term,  the Lessee shall  continue to be responsible  for, and
shall pay to the Lessor all costs incurred. by the Lessor in connection with any
such removal, storage, sale or other disposition.

                                      - 14-
<PAGE>
        12.     No Alterations or  Improvements.  Except to the extent permitted
by Section 10 in connection  with the original  construction of the Premises and
the Lessee's  obligations set forth in the last sentence of this Section 12, and
except for reasonable  periodic  redecoration  of the Premises,  the Lessee will
make no alterations,  additions or improvements to the Premises  without on each
occasion first obtaining the prior written consent of the Lessor,  which consent
shall not be unreasonably withheld, delayed or conditioned.  Notwithstanding any
such consent by the Lessor, the Lessee will restore the Premises to their former
condition  following  any  such  alterations,  improvements  or additions at the
expiration or sooner termination of the Term unless the Lessor by written notice
to the  Lessee  at the  time  of  such  consent  or at any  time  prior  to such
expiration or termination shall waive its rights to such  restoration,  in which
event the Lessee shall have no right so to restore the Premises.

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

        Lessee  shall have the right,  subject to  Lessor's  design  approval as
aforesaid, and the approval of all governmental authorities having jurisdiction,
to install and  maintain  (i) a placard  sign on the  exterior  of the  Premises
identifying the Lessee; (ii) a sign of approximately 3' x 5' on the front of the
building facing Loring Avenue identifying  Lessee and/or directing  customers to
the  Premises  and/or  to the  drive-thru  ATM;  (iii)  a sign on the end of the
building  facing the Loring  Hills  Condominium  identifying  the Lessee  and/or
directing  customers  to  the  Premises;  and  (iv) a  sign  identifying  Lessee
prominently  displayed on a central directory pylon sign to be situated near the
Loring Avenue entrance to the Shopping Center for which  governmental  approvals
may be obtained,  if Lessor  elects to construct  the same.  (If Lessor fails or
elects not to construct a central pylon sign within  ninety (90) days  following
the  installation  of traffic  lights in the  proximity of the Shopping  Center,
Lessee may subject to Lessor's design approval and all- governmental  approvals,
install a pylon sign near said entrance  directing  customers to Lessee's  drive
thru ATM.

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

                                      - 15-
<PAGE>
        15.     Fire, Casualty,  Taking. PROVIDED,  ALWAYS, that in case, after
the execution  hereof and before the expiration of the.  Term, the Premises,  or
any part thereof, or more than thirty (30%) percent of the Shopping Center shall
be taken by any  exercise  of the  right of  eminent  domain or by action of any
public or other authority, or in case, after the execution hereof and before the
expiration of the Term, the Premises,  or any part thereof,  or more than thirty
(30%)  percent of the  Shopping  Center shall be destroyed or damaged by fire or
casualty,  then this lease and the Term shall  terminate  at the election of the
Lessor,  which election must be exercised by written notice to the Lessee within
sixty (60) days  after  such  taking,  destruction,  damage or action,  and such
election  may be made in case of any  such  taking  notwithstanding  the  entire
interest  of the Lessor may have been  divested  by such  taking.  If the Lessor
shall not elect to  terminate  this  lease,  the Lessor  shall  with  reasonable
promptness  restore the Premises as nearly as practicable to the condition which
existed  immediately  prior  to  such  event,  or,  in the  event  of  any  such
destruction or damage by fire or casualty,  so much thereof as the Lessee is not
herein  elsewhere  required to insure  against  destruction or damage by fire or
casualty,  to a single contiguous unit, - all only to the extent of the Lessor's
insurance proceeds or damages or awards resulting from such taking, destruction,
damage or action allocable to the Premises,  as the case may be, after deducting
the Lessor's  costs and  expenses of  collecting  same.  If the Lessor shall not
elect to terminate  this Lease,  and commences  restoration  of the Premises and
such  restoration  is not  completed by the Lessor  within twelve (12) months of
such event,  Lessee  shall have the right to  terminate  this Lease by Notice to
Lessor  given  prior to the time the  Premises  are ready for  occupancy,  or if
during the last two (2) years of the Term,  as the same may have been  extended,
there is a taking,  -fire or other  casualty  pursuant to which the Lessor could
terminate this Lease as hereinabove set forth,  the Lessee  similarly shall have
the right to terminate  this Lease by  delivering  to Lessor  written  notice of
Lessee's  election  to  terminate  within  sixty (60) days  after  such  taking,
destruction,  damage or action.  The Lessor will give the Lessee  notice of when
the  Premises  are ready for  occupancy,  and upon such  notice the Lessee  will
comply with all of the  provisions  of Section 10 and Lessee will  complete such
restoration  required by said Section 10 within ninety (90) days of such Notice.
If the Premises or Shopping  Center or any part of either thereof shall be taken
by eminent  domain,  all damages  from such taking  other than that which relate
solely to the Lessee's  fixtures and  equipment,  shall vest in the Lessor,  the
Lessee  having no right to damages  for loss of its  leasehold  interest  in any
event,  and the Lessee covenants and agrees to execute such assignments or other
documents  and to take any steps which may be  necessary to vest such damages in
the Lessor, the Lessee hereby  irrevocably  appoints the Lessor as its agent and
attorney-in-fact to execute and deliver any such assignments and documents which
the Lessor deems  necessary or  appropriate to carry out the intent and purposes
of this sentence, such appointment being a power coupled with an interest.

        16.     The Lessor's  Insurance.  The Lessor will, upon  commencement of
the Term,  obtain and thereafter  maintain in full force and effect (or cause to
be so obtained and  maintained),  (a) fire and  lighting  and extended  coverage
insurance on such portions of the Premises and Shopping  Center as the Lessee is
not herein elsewhere required to insure for. not less than the replacement value
of such portions without deduction or adjustment for  depreciation,  except that
an  appropriate  deductible  clause  shall  be  permitted;  and (b)  such  other
insurance on the Premises and Shopping  Center against such  insurable  hazards,
and such additional limits and amounts on all such insurance as are from time to
time commonly  obtained by owners of property  similar to the Shopping Center or
are required - 16-
<PAGE>
by the holder of any  mortgage on any  portion of the  Shopping  Center,  or the
Lessor shall otherwise deem appropriate,  including  without  limitation,  rent
insurance  and war  risk  insurance.  Such  insurance  shall  be with  insurance
companies  qualified  to do  business  in the  state in which the  Premises  are
located;  it being understood,  however,  that any such insurance may be blanket
with other insurance maintained by the Lessor or the Lessor's affiliates.

        17.     Default By The Lessee.  PROVIDED,  ALSO,  and this lease is upon
the  condition,  that (a) in the event of any  failure  by the Lessee to pay any
item of rental (whether the Net Minimum Rental or any item of additional rental)
continuing for ten (10) days after Notice  specifying such failure,  without its
being  waived or  cured;  or (b) in the event of any  failure  by the  Lessee to
perform,  fulfill or observe any other  representation,  warranty  or  agreement
by the  Lessee set forth  herein,  continuing  for thirty (30) days after Notice
from the Lessor specifying such failure,  without its being waived or its effect
cured,  or the cure thereof  commenced  and  diligently  prosecuted at all times
thereafter; or (c) in the event that the estate created hereby shall be taken on
execution,  or by other  process of law;  or (d) in the event that the Lessee or
any guarantor of the Lessee shall commit any act which would permit the entry of
an order for relief under the Bankruptcy  Code (or any successor  thereto) or be
declared  bankrupt or  insolvent  according to law; or (e) in the event that any
petition  under  federal or state law  pertaining to bankruptcy or insolvency or
for a reorganization  or other relief shall be filed by or against the Lessee or
any  guarantor of the Lessee;  or (f) in the event that any  assignment,  trust,
mortgage or other  transfer in trust or otherwise  shall be made for the benefit
of creditors;  or (g) in the event that the Lessee or any such  guarantor  shall
make or offer a composition of the Lessee's or such  guarantor's  debts,  as the
case may be, with its creditors;  or (h) in the event that a receiver,  trust or
similar  officer or creditors'  committee  shall be appointed take charge of any
property  of or to  operate  or  wind  up the  affairs  of the  Lessee  or  such
guarantor;  or (i) in the event that the  Lessee  shall  vacate or  abandon  the
Premises,  except  Lessee shall not be deemed to have vacated the Premises if it
has closed the Premises for remodeling,  and such remodeling is completed within
thirty (30) days, then in any of said cases  (notwithstanding any license of any
former  breach of covenant or  condition  or waiver of the  benefit  hereof,  or
consent in a former  instance)  the Lessor or the  Lessor's  agents may lawfully
immediately,  or at any time  thereafter  and without  further demand or notice,
enter into and upon the  Premises  or any part  thereof in the name of the whole
and repossess the same as of the Lessor's former estate and expel the Lessee and
those  claiming by, through or under the Lessee and remove the Lessee's or their
effects (in any of said cases  forcibly,  if  necessary)  without  being  deemed
guilty of any manner of  trespass,  and without  prejudice to any remedies which
might otherwise be used for arrears of rental or preceding breach of covenant or
condition, and upon entry as aforesaid this lease shall terminate, or the Lessor
may  terminate  this lease by written  notice to the  Lessee,  the Lessee in any
event waiving all statutory rights of redemption,  and the Lessee covenants with
the Lessor that in case of such  termination,  or in case of  termination  under
statute for default of the Lessee, the Lessee will at the election of the Lessor
(which  election  may be made or changed at any time or from time to time before
the  settlement),  either  (a) pay,  as  liquidated  damages  for so much of the
unexpired  Term as is  covered  thereby,  and at the same  times and in the same
installments as are specified in this lease, sums equal to the rental and other
payments  herein named or if the Premises shall have been relet,  sums equal to
the excess of the rental and other  payments  last  mentioned  over the net sums
actually  received  by the  Lessor  for the period to which the rental and other
payments last
                                     - 17-

<PAGE>
mentioned relate; or (b) pay, as liquidated damages for the then unexpired Term,
a sum which at the time of such termination or at the time to which installments
of liquidated  damages shall have been paid  represents the excess of the rental
and other  payments  herein named over the then rental value of the Premises for
the residue of the Term; or (c) indemnify the Lessor  against loss of the rental
and other payments herein named at the time of such termination or from the time
to which  installments  of liquidated  damages shall have been paid,  during the
residue of the Term each of the foregoing three  alternatives  being  separable.
The rental and other payments named herein shall be deemed to be the Net Minimum
Rental plus all items of  additional  rental  herein  named.  In addition to the
foregoing and regardless of which of the foregoing  alternatives shall have been
elected,  the Lessee agrees to pay to the Lessor on demand all expenses incurred
by the Lessor in order to (a) obtain  possession of the Premises;  (b) make such
alterations,  improvements, repairs, replacements, renovation and restoration as
the Lessor deems necessary or advisable to put the Premises in good and rentable
repair,  order and  condition;  and (c) relet the  Premises,  including  without
limitation,   the  fees  of  attorneys,   brokers,   engineers  and  architects.
Notwithstanding  anything  elsewhere in this lease  contained,  however,  in the
event that  during any twelve (12) month  period the Lessor  shall have sent two
(2) or more  notices of the kind  referred to in Clauses (a) or (b) in the first
sentence of this paragraph,  even though the Lessee shall have cured the failure
or  failures  specified  in such  notices,  or waived the cure  thereof or, with
respect to a notice of the kind referred to in Clause (b) in the first  sentence
of this Section 17,  commenced such cure and diligently  prosecuted  same at all
times  thereafter,  and in the event that  subsequently the Lessee shall fail to
pay any item of rental or perform,  fulfill or observe any other representation,
warranty  or  agreement  of the  Lessee  set forth  herein  (all as set forth in
Clauses (a) and (b) in the first sentence of this  paragraph),  then in any such
event the  provisions for notice and grace periods set forth in such Clauses (a)
and (b) shall not be  applicable  to such  subsequent  failure or failures  and,
therefore,  the  Lessor  shall  have the right,  without  demand or  notice,  to
exercise  all of its  rights  and  remedies  set  forth  in  this  paragraph  or
otherwise.

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

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

                                     - 18 -
<PAGE>
        Whenever in the Lease provision is made for the performance by either of
any term,  covenant,  condition or agreement herein contained within a specified
time period,  such period shall be extended for the period (not to exceed ninety
(90)  days)  of any  delay  in  performance  caused  by acts  of  God,  material
shortages,  or other conditions beyond the control of such party. Nothing herein
contained shall in any way constructed to extend the time for performance of any
monetary obligation herein contained.

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


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

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


        21.  Notice of  Default  to the  Lessor.  In no event will the Lessor be
deemed to be in default because of any failure by the Lessor to perform, fulfill
or observe any covenant or  agreement  set forth herein or because of any breach
of any  warranty  by the  Lessor set forth  herein  for  thirty  (30) days after
written  notice to the Lessor  specifying  such  failure or breach,  without its
being waived, or if its effect is cured, or if the cure thereof is commenced and
diligently prosecuted thereafter.

        22.  Subordination.  (a) The Lessee will on  request,  any ti9me or form
time to time by any holder of a mortgage on all or any  portion of the  Shopping
Center (i)  surbordinate  this lease and all of the  Lessee's  rights and estate
hereunder  to such  mortgage  and to any  renewals,  extensions,  substitutions,
refinancings, modifications, or amendments therof if the holder of such mortgage
shall  provide to Lessee a  non-disturbance  agreement to the effect that in the
event of a foreclosure of such mortgage, Lessee's possession of the Premises and
its  rights and  privileges  under this  Lease  shall not be  disturbed  by such
holder,  or anyone  claiming under such holder so long as Lessee shall not be in
default  under  this  Lease;  or (ii)  declare  this  lease  to be prior to such
mortgage and to any renewals,

                                      -19-
<PAGE>
extensions, modifications or amendments thereof; and in either such case, Lessee
will on request  agree with such holder that the Lessee will attorny  thereto in
the event of  foreclosure  and that the Lessee  will not  without the consent of
such holder amend this lease or prepay any item of rental hereunder.

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

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

        24.     Entry and  Inspection  By The Lessor.  The Lessor and its agents
shall have the right to enter into and upon the Premises or any part thereof, at
all reasonable times and upon reasonable notice, only when accompanied by a bank
officer who will be made available for the purpose, to examine the same and make
repairs or alterations the Lessor is expressly  required hereunder or desires to
make thereto. On or before the Commencement Date, Lessee shall provide to Lessor
names and telephone  numbers of all bank officers  Lessor may contact to respond
in the event of an emergency and alternative procedures Lessor may follow in the
event such persons are not available in such  emergency  situations.  The Lessee
shall permit  inspection of the Premises  (except for the vault  areas),  at all
reasonable times upon reasonable notice, by prospective purchasers or mortgagees
and during the last year of the Term,  by  prospective  lessees and shall permit
the usual "To Let" or "For Sale" signs to be placed on the Premises.

        25.     Notice to  Mortgagee.  Upon receipt of a written  request by the
Lessor  or any  holder  or a  mortgage  on all or any  part of the  Premises  or
Shopping  Center,  the Lessee will thereafter send any such holder copies of all
notices of default or  termination  or both given by the Lessee to the Lessor in
accordance  with any provision of this lease. In the event of any failure by the
Lessor to perform,  fulfill or observe any agreement by the Lessor herein or any
breach by the Lessor of any representation or warranty of the Lessor herein, any
such holder may at its election cure such failure or breach for and on behalf of
the Lessor.

         26. Memorandum of Lease. Neither party will record this lease, but each
party will on demand by the other party  execute an  appropriate  memorandum  or
notice  of this  lease  in form and  substance  reasonably  satisfactory  to the
Lessor, and either party may
                                      -20-
<PAGE>
record same at its  expense.  Promptly  following  the  Commencement  Date,  the
parties will execute a document in recordable form and  satisfactory in form and
substance to the Lessor setting forth the  commencement  and expiration dates of
the Term.

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

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

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

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

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

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

                                      -21-
<PAGE>
        31.     No  Liability.  Anything  else in  this  lease  to the  contrary
notwithstanding,  the Lessee shall look solely to the estate and property of the
Lessor in the Shopping Center for the  satisfaction of any claim for the payment
of money by the  Lessor by reason of any  default or breach by the Lessor of any
of the terms and provisions of this lease to be performed, fulfilled or observed
by the Lessor, and no other property or assets of the Lessor shall be subject to
levy,  execution or other  enforcement  procedure  for the  satisfaction  of the
Lessee's remedies for any such default or breach.

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

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

        34.     Notice. All notices and other communications shall be in writing
and deemed  given and  delivered  to the Lessor when mailed,  by  registered  or
certified mail,  postage and  registration  or  certification  charges  prepaid,
addressed,  in the case of the Lessor, to the Lessor at the Lessor's Address set
forth in Section 1, with a copy simultaneously so mailed to the Lessor's Counsel
set forth in Section 1, at its address set

                                      -22-
<PAGE>
forth in Section 1; and addressed,  in the case of the Lessee,  to the Lessee at
the  Lessee's  Address  set forth in  Section 1, with a copy  simultaneously  so
marked to the Lessee's  counsel set forth in Section 1, except that either party
may,  by written  notice to the other,  designate  another  address  which shall
thereupon  become the  effective  address of such party for the purposes of this
Section.

        35.     First Refusal.

        (a)     So long as the  lease  shall  remain in full  force and  effect,
without  default  on the part of Lessee,  Lessee  shall have the right of "first
refusal" (as  described  herein  below) to lease either (i) 2,000 square feet of
space  fronting on Loring Avenue being a portion of the 3,095 square foot square
store premises (the "Pediatric Space") currently leased by Pediatric Health Care
Associates,  P.C.  ("Pediatric")  under a lease  which  expires  by its terms on
January 31, 2001 or (ii) the entire Pediatric Space.

        (b)     Lessor has advised Lessee that Pediatric has an option to extend
the term of its lease for an  additional  five (5) year period after January 31,
2001.  Lessor  agrees   that it shall  not  grant  any right or option to use or
occupy all or any portion of the  Pediatric  Space to any other person or entity
(unless such right or option is expressly  subject to the right of first refusal
herein provided to Lessee),  however,  nothing herein shall preclude Lessor from
further  extending  the term of the lease with  Pediatric or entering into a new
lease  with  Pediatric  with  respect  to the  Pediatric  Space on any terms and
conditions whatsoever without complying with the terms of this paragraph.

        (c)     When such space shall become, or shall be about to become within
the next twelve (12) months (as  determined  by Lessor)  available  for leasing,
whether at the  expiration  of the lease  term  applicable  thereto or  earlier,
Lessor shall give Lessee written notice thereof (the "Availability  Notice"). If
within five (5) business days after delivery of the Availability Notice,  Lessee
shall give Lessor written notice that Lessee is interested in leasing either (i)
2,000 square feet of space within the Pediatric  Space fronting on Loring Avenue
or (ii) the entire  Pediatric  Space,  Lessor agrees that for a period of thirty
(30) days it will  negotiate in good faith with Lessee  towards  arriving at the
terms upon which said space  shall be added to the  Premises.  In the event that
within such period such negotiations  shall not result in an agreement upon said
terms,  Lessor  thereafter  may lease  said  space to any other  tenant  without
re-offering the same to Lessee.

        (d)     If Lessee shall be unable to deliver said space to Lessee on the
date agreed upon by reason of the holding over of the tenant or other  occupant,
Lessor shall use  reasonable  efforts to obtain  possession  of said space,  but
Lessor shall not be subject to any liability  for failure so to give  possession
of said space.  It is  expressly  understood  and agreed that unless  Lessor and
Lessee shall agree  otherwise,  Lessee shall take such space "as is" and without
any  requirement  that Lessor shall do any work therein in order to prepare such
space for occupancy by Lessee.

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

        37.     Headings.  The Cover Page and Table of Contents  preceding  this
lease and the captions to the various  Sections of this lease have been inserted
for reference only and
                                      -23 -
<PAGE>
shall not in any manner be construed as modifying,  amending or affecting in any
way the express terms and provisions hereof.

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

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

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

   SEAL

   WITNESS:                     LESSOR:

                                VILLAGE ASSOCIATES TRUST

                                By:/s/ Mark Klaman
                                   Mark Klaman, as Trustee
                                   ----------------------------
                                   as aforesaid, and not
                                   individually

   WITNESS:                     LESSEE:


                                IPSWICH SAVINGS BANK

                                By: /s/ David L. Grey,
                                    President Not Individually
                                    ----------------------------
                                    (duly authorized)

                                      -24-
<PAGE>
                                      EXHIBIT B

        The  premises  comprising  the  Shopping  center  are more particularly
bounded and described as follows:

Parcel l

        A certain parcel of land located in Salem,  Essex County,  Massachusetts
with the buildings thereon, if any, as shown on a Plan entitled "Plan of Land in
Salem,  Mass.  prepared for David Hark and Roger D. Ariola  Trust,  February 23,
1984, T & M Engineering Associates,  Inc., 22 Willow Ave., Salem, Mass., 01970,
Scale: 1" = 40'" to be recorded  herewith;  and further bounded and described as
follows:

        Beginning at the  westerly  point of Loring Hills Avenue and land now or
formerly  of  Yelverton  and  runninq S 42 degrees 59 or 05" W, one  hundred ten
(110) feet by land now or formerly of Yelverton and Baker;

        Thence  turning and running N 47 degrees 00' 55" W, fifteen (15) feet by
land of 596 Loring Avenue Realty Trust;

        Thence  turning  and  running  S 42  degrees  59'  05"  W,  one  hundred
twenty-eight and 33/100 (128.33) feet by land last named;

        Thence turning and runninq S 39 degrees 30' 05" W, fifty-six and 26/100
(56.26) feet by land last named;

        Thence  turning  and  running S 55 degrees  41' 16" W,  twenty-four  and
65/100 (24.65) feet;

        Thence  turninq  and  running S 61 degrees  22' 16" W,  twenty-five  and
92/100 (25.92) feet to land of Living and Learning Centers, Inc;

        Thence  turning  and  running  N 39  degrees  30'  O0"  W,  one  hundred
eighty-one and 74/100 (181.74) feet by land last named;

        Thence  turning and  running N 42 degrees 59' 05 W, two hundred  seventy
and 57/100 (270.57) feet to Loring Hills Avenue;

        Thence  turning  and  running  S  47  degrees  00'  55  E,  one  hundred
fifty-three (153) feet to the point of beqinning.

        Shown  as  Lot  D-l  on  the  above   mentioned   plan  and   containing
approximately 42,748 a square feet, more or less.

<PAGE>
Parcel 2
--------

        The land with the building thereon, situated on the North- westerly side
of Loring Avenue in the City of Salem, Essex County, Massachusetts,  as shown on
a plan entitled,  "Plan of land,  Salem,  Mass.,  prepared for Turn-Key Realty -
owner,  Industrial  National  Mortgage  Company"  drawn  by  Carter  and  Towers
Engineering  Corp.,  having  a scale  of 1" = 20'  and  being  dated  5/14/1980,
recorded with Essex South Registry of Deeds, Plan Book 159, Plan 98, bounded and
described as follows:


        Beginning at the Southerly  corner of land now or formerly  belonging to
Rose F. Baker as shown on said plan;

        Thence,  Southwest, by said Loring Avenue, a distance of 65.00 feet to a
point;

        Thence,  Northwest continuing by said Loring Avenue, a distance of 41.03
feet to a point;


        Thence,  Southwest continuing by said Loring Avenue, a distance of 82.72
feet;


        Thence,  Northwest  by  land  now or  fomerly  belonging  to  Industrial
National Mortgage  Company,  and being shown as Lot "D" on said plan, a distance
of 56.26 feet to a point;

        Thence, Southeast, a distance of 15.00 feet to a point;

        Thence, Northeast, a distance of 10.00 feet to a point;

        Thence,  Southeast by land now or formerly belonging to Rose F. Baker as
shown on said plan, a distance of 110.OO feet to the point of beginning.

        Said parcel  containing 12,354 square feet more or less accoding to said
plan.