COMMERCE BANCORP INC /NJ/
EXHIBIT 10.34
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>cbwilling.txt
<DESCRIPTION>EXHIBIT 10.34
<TEXT>

(cbwilling)










                                      LEASE

                                      from

                          WILLINGBORO EQUITIES, L.L.C.

                                       to

                                  COMMERCE BANK




                                    Article 1

                           Reference Date and Exhibits
                           ---------------------------



1.1      Data
         ----
DATE                                         January 1, 2001

LOCATION OF PREMISES                         Route 130 & Levitt Parkway
                                             Willingboro, NJ
LANDLORD
                                             Willingboro Equities, L.L.C.
ORIGINAL ADDRESS OF LANDLORD                 17000 Horizon Way
                                             Suite 100
                                             Mount Laurel, NJ 08054

TENANT                                       Commerce Bank
ORIGINAL ADDRESS OF TENANT
                                             c/o Commerce Bancorp, Inc.
                                             1701 Route 70 East
                                             Cherry Hill, NJ 08034

LEASE TERM                                   Twenty Years


ANNUAL FIXED RENT RATE                       Year 1-5       $110,000.00
                                                 6-10       $121,000.00
                                                11-15       $133,100.00
                                                16-20       $146,410.00





                                       1

<PAGE>


1.2      Table of Contents
         -----------------

ARTICLE I - Reference Data and Exhibits                                Page
---------                                                              ----
1.1      Data                                                           1
1.2      Table of Contents                                              2

ARTICLE II - Premises and Term
----------
2.1      Premises                                                       4
2.2      Term                                                           4
2.3      Option to Extend                                               4

ARTICLE III - Improvements
-----------
3.1      Construction of lmprovements                                   4
3.2      Contractor                                                     5
3.3      Signs                                                          5

ARTICLE IV - Rent
----------
4.1      The Rent, Minimum Fixed and Percentage                         5

ARTICLE V - Real Estate Taxes
---------
5.1      Real Estate Taxes                                              5
5.2      Taxes                                                          6
5.3      Method of Payment                                              6

ARTICLE VI - Utilities and Services
----------
6.1      Utilities and Charges Therefore                                6

ARTICLE VII - TENANT'S Additional Covenants
-----------
7.1      Affirmative Covenants                                          7
         7.1.1    Use                                                   7
         7.1.2    Compliance with Law                                   7
         7.1.3    Payment of TENANT'S Work                              7
         7.1.4    Indemnity and Liability Insurance                     8
         7.1.5    LANDLORD'S Right to Enter                             8
         7.1.6    Personal Property at TENANT'S Risk                    8
         7.1.7    Payment of LANDLORD'S Cost of Enforcement             8
         7.1.8    Yield Up                                              8
         7.1.9    Maintenance                                           9
         7.1.10   Insurance                                             9
         7.2      Negative Comments                                     9
         7.2.1    Overloading, Nuisance, etc.                           9
         7.2.2    Installation, Alteration or Additions                10

ARTICLE VIII -LANDLORD'S Additional Covenants
------------
8.1      Warranty on Use                                               10
8.2      Competing Use                                                 10

ARTICLE IX - Casualty or Taking
----------
9.1      TENANT to Repair or Rebuild in the Event of Casualty          10
9.2      Right to Terminate in Event of Casualty                       10
9.3      Eminent Domain                                                11

                                       2

<PAGE>

ARTICLE X - Defaults                                                  Page
---------                                                             ----
10.1     Events of Default                                             11
10.2     Remedies                                                      12
10.3     Remedies Cumulative                                           12
10.4     LANDLORD'S and TENANT'S Right to Cure Defaults                12
10.5     Effect of Waivers of Default                                  12

ARTICLE Xl - Miscellaneous Provisions
---------
11.1     Assignment, Subletting, etc.                                  13
11.2     Notice from One Party to Other                                13
11.3     Quiet Enjoyment                                               13
11.4     Recording                                                     13
11.5     Acts of God                                                   13
11.6     Waiver of Subrogation                                         14
11.7     Rights of Mortgagee and Subordination                         14
11.7.1                                                                 14
11.7.2   No Accord and Satisfaction                                    15
11.8     Applicable Law and Construction                               15

ARTICLE XII - Permits and Approvals
-----------
12.1     Tenant Obligations                                            15
12.2     Approvals                                                     15
12.3     Easements                                                     15

ARTICLE XIII - Net, Net, Net Lease
------------
13.1     Net, Net, Net Lease                                           15

ARTICLE XIV - Right of First Refusal
-----------
14.1     Right of First Refusal to Lease                               16
14.2     Right of First Refusal to Purchase                            16

ARTICLE XV - Holdover
----------
15.1     Holdover                                                      16

ARTICLE XVI - Common Area
-----------
16.1     Common Area                                                   17
16.2     Common Area Charges                                           17
16.3     Determination and Payment of Common Area Charges              17
16.4     Construction Cost                                             17

ARTICLE XVII - Environmental
------------
17.1     Environmental Matters                                         17
ARTICLE XVIII -
-------------
18.1     Title                                                         18
18.2     Ownership                                                     18

                                       3
<PAGE>


                                   ARTICLE II

                                Premises and Term
                                -----------------

         2.1  Premises -  LANDLORD  hereby  leases to TENANT  and TENANT  hereby
leases from LANDLORD,  subject to and with the benefit of the terms,  covenants,
conditions and  provisions of this Lease,  the premises shown on Exhibit "A" and
described in Exhibit "B", both annexed  hereto and made a part hereof,  together
with any and all improvements,  appurtenances,  rights, privileges and easements
befitting,  belonging or pertaining thereto and a building no greater than 4,000
square  feet,  so long as such  building is within the  perimeter  of the leased
premises as shown on Exhibit "A".

         2.2 Term - TO HAVE AND TO HOLD for a term  beginning  Ninety  (90) days
(inclusive of the time for  objectors to appeal for any  approval)  after TENANT
has obtained  approval for the  construction  of the branch bank as set forth in
Article 12  (notwithstanding  TENANT may not have  commenced  construction)  and
continuing  for the Lease term of twenty (20) years unless sooner  terminated as
hereinafter provided. When dates of the beginning and end of the Lease term have
been  determined,  such  dates  shall be  evidenced  by a  document  in form for
recording, executed by LANDLORD and TENANT and delivered each to the other.

         2.3 Option to Extend - So long as TENANT is not in  default  hereunder,
TENANT  shall have the right to extend  this Lease for four (4)  periods of five
(5) years under the same terms,  conditions  and  provisions  as in the original
term, at the following rentals:

                        Option Years           1-5           $161,051.00
                                              6-10           $177,156.00
                                             11-15           $194,872.00
                                             16-20           $214,359.00

                   TENANT shall give written notice of its intention to exercise
each extension  option not less than Ninety (90) days prior to the expiration of
the then  current  term.  Lack of written  notice by TENANT of its  intention to
exercise any option prior to ninety (90) days before the  expiration of the then
current  term  shall be  deemed to  constitute  exercise  of that  option by the
TENANT.
                            TENANT  shall be  responsible  for any  transfer tax
associated with this lease.

                                   ARTICLE III

                                  Improvements
                                  ------------

         3.1  Construction of Improvements - TENANT agrees to construct,  at its
sole cost,  a branch  banking  facility,  pursuant  to the  attached  Site Plan,
subject  to  reasonable  approval  by the  LANDLORD  of the  building  plans and
specifications,  including  all  necessary  site work and  public  improvements.
TENANT shall be responsible  for securing all approvals and permits for its use.
If such  approvals  cannot be secured,  then TENANT may  terminate  the lease by
giving LANDLORD written notice and thirty (30) days to cure.

                                       4
<PAGE>

         3.2  Contractor - TENANT shall have the right to select and approve the
contractor to complete the construction,  which shall be subject to the approval
of the LANDLORD. Approval by LANDLORD shall not be unreasonably withheld.

         3.3  Signs --  TENANT  shall  have the  right  to erect  such  signs as
permitted by applicable zoning  ordinances  within the leased area,  provided it
does not preclude  LANDLORD from  erecting  signs for tenants for the balance of
the shopping  center.  Tenant agrees that it shall share equally a monument sign
with  KinderCare and all related costs.  In the event Tenant is unable to obtain
all required  approvals for signs sufficient to properly  identify its business,
including a monument or pylon type sign,  and a building  mounted "C" logo sign,
it may elect to terminate the lease with no further obligation to the Landlord.

                                   ARTICLE IV

                                      Rent
                                      ----

         4.1 The Rent,  Minimum Fixed - TENANT  covenants and agrees to pay rent
to LANDLORD at the original  address of LANDLORD or such other place as LANDLORD
may by notice in writing to TENANT from time to time  direct,  at the  following
rates and times.
         (a) TENANT  agrees to pay to LANDLORD  base  annual  fixed rent for the
Premises in accordance with and in the amount set forth in Paragraph 1.1 "Data".
The base  annual  fixed  rent  shall be paid in equal  monthly  installments  in
advance on the first (1st) day of each month beginning on the Commencement Date.
In addition to the base annual fixed rent, TENANT shall pay as and when the same
become due and owing as additional  rents,  all other monies provided for in the
Lease. It is the parties  intention that all charges and assessments  charged to
or assessed against the Premises shall be the responsibility of the TENANT, such
that the Lease shall be "net, net, net" to the LANDLORD, excepting only interest
and principal on any mortgage made by the LANDLORD and affecting the Premises.

         (b) For  purposes of this Lease,  the  scheduled  increases in the base
annual  fixed rate  shall  occur on the first day of the sixth  (6th),  eleventh
(11th) and  sixteenth  (16th)  years of the Initial  Term as same is  determined
pursuant  to  Paragraph  2.2 and on the first day of the first  (1~),  the sixth
(6th), eleventh (11th) and sixteenth (16th), years of the Option Terms.

         (c) If any installment under this Lease is not paid within fifteen (15)
days of the time and at the place and in the  manner  specified,  then  LANDLORD
may, at its option, declare TENANT in default.

                                       5
<PAGE>

                                    ARTICLE V

                                Real Estate Taxes
                                -----------------

         5.1 Real Estate Taxes - As  additional  rent,  TENANT agrees to pay all
real  estate  taxes  levied  upon  the  Premises,  improvements  located  on the
Premises,  the  leasehold  estate,  or any  subleasehold  estate  of any  nature
including special assessments.  The obligation for payment by TENANT of all real
estate taxes shall commence simultaneously with the payment of rent hereunder.

         5.2  Taxes - TENANT  agrees  to pay all  taxes  levied  upon  rents and
personal property,  including trade fixtures and inventory,  kept on the demised
Premises,  covered by Section  5.1 after  presentation  to TENANT by LANDLORD of
statements  from the taxing  jurisdiction  in which said  property  is  located.
TENANT,  however,  will pay only the  lowest  discounted  amount and will not be
required to pay any penalty,  interest or cost occurring by reason of LANDLORD'S
failure  to secure  said tax  statements  in a timely  fashion  from the  taxing
authorities for any tax required to be paid by TENANT.
LANDLORD may,  however,  direct the taxing  authorities  to send the  statements
directly to TENANT. In the event LANDLORD directs the taxing authorities to send
a statement directly to TENANT,  TENANT shall make all such payments directly to
the taxing  authority at least ten (10) days before any  delinquency  and before
any fine,  interest or penalty  shall  become due or imposed by operation of law
for their non-payment. Further, TENANT shall furnish to LANDLORD within ten (10)
days of the date when any tax,  assessment  or charge would  become  delinquent,
receipts or other satisfactory  evidence establishing the timely payment of said
taxes or charges.  LANDLORD further agrees that TENANT, in the name of LANDLORD,
but at TENANT'S  sole  expense,  may protest  any  assessment  before any taxing
authority or board or maintain any  necessary  legal action in reference to said
assessment  or for the  recovery  of any  taxes  paid  thereon.  Nothing  herein
contained  shall  require  TENANT to pay any  income or  excess  profits,  taxes
assessed against  LANDLORD or any  corporation,  capital stock, or franchise tax
imposed upon LANDLORD.

         5.3 Method of Payment - LANDLORD  shall give  written  notice  advising
TENANT of the amount of real estate taxes, together with a copy of the tax bill,
and TENANT  shall pay such  amount to  LANDLORD  within  thirty  (30) days after
receipt of such notice.  If this Lease shall terminate during a tax year, TENANT
shall pay to LANDLORD, a prorated portion of the amount that would have been due
for the full tax year  based on the  number of days of said tax year  expired on
the date of termination.


                                       6

<PAGE>

                                   ARTICLE VI

                             Utilities and Services
                             ----------------------

         6.1 Utilities and Charges  Therefore - TENANT agrees to pay directly to
the authority charged with the collection  thereof,  all charges for water, gas,
electricity,  sanitary  sewer and sprinkler  changes,  telephone  connection and
standby fees and other utilities used or consumed in the Premises and shall make
its own arrangements  for such utilities.  In the event any such services cannot
be reasonably  procured from any public agency,  and LANDLORD  provides any such
services,  TENANT shall reimburse  LANDLORD for its  proportionate  share of any
such services used or consumed in the demised premises as additional rental.

                                   ARTICLE VII

                          TENANT'S Additional Covenants
                          -----------------------------

         7.1  Affirmative  Covenants  - TENANT  covenants  at its expense at all
times  during  the  Lease  term and such  further  time as TENANT  occupies  the
Premises or any part thereof.

         7.1.1 Use - TENANT shall use and permit the use of the Premises and the
improvements to be constructed thereon primarily for the operation of a branch
bank, provided that (subject to the other terms and conditions of this Lease),
TENANT may at any time use the Premises and the building and other improvements
to be constructed thereon, for any other lawful commercial purposes which do not
conflict with existing primary uses in the shopping center which forms part of
the common area, with such uses to be approved by the LANDLORD, which approval
shall not be unreasonably withheld. Neither TENANT nor its subtenants, if any,
shall commit any nuisance, nor permit the emission of any objectionable noise or
odor, nor bring on, deposit or allow to be brought on or deposited on the
Premises any asbestos materials or any other Hazardous Substance or materials as
the same may be defined by Federal, State or local laws, rules, statutes or
regulations or in the Environmental Rider annexed hereto, nor use the property
in such a manner which negatively effects the reversion.

         7.1.2 Compliance with Law - To make all repairs, alterations, additions
or replacements to the Premises required by any law or ordinance or any order or
regulation of any public authority because of TENANT'S use of the Premises, to
keep the Premises equipped with all safety appliances so required because of
such use; to pay all municipal, county or state taxes assessed against the
personal property of any kind owned by or placed in, upon or about the premises
by TENANT; and to comply with the orders and regulations of all governmental
authorities, as well as all Insurance Carriers and Underwriters.

         7.1.2 (A) TENANT has the right to contest by appropriate judicial or
administrative proceeding, without cost or expense to the LANDLORD, the validity
or application of any law, ordinance, order, rule, regulation or requirement
("law") which the TENANT legitimately deems unduly burdensome

                                       7
<PAGE>


or  inappropriate  and TENANT shall not be in default for failure to comply with
such law until the legally  permitted  time  following  final  determination  of
TENANT'S  contest  expires;  provided,  however,  if  LANDLORD  gives  notice of
request,  TENANT  shall first  furnish  LANDLORD  with a bond,  satisfactory  to
LANDLORD  in form  and  insurer,  guaranteeing  compliance  by  TENANT  with the
contested law and indemnifying  LANDLORD against all liability that LANDLORD may
sustain  by reason  of  TENANT'S  failure  or delay in  complying  with the law.
LANDLORD  may,  but is not  required  to,  contest any such law  independent  of
TENANT. On TENANT'S notice of request, LANDLORD may join in TENANT'S contest.

         7.1.3 Payment for TENANT'S Work - To pay promptly when due the entire
cost of any work to the Premises undertaken by TENANT and to bond against or
discharge any liens for labor or materials within ten (10) days after written
request by LANDLORD; to procure all necessary permits before undertaking such
work; and to do all of such work in a good and workmanlike manner, employing new
materials of good quality and complying with all governmental requirements.

         7.1.4 Indemnity and Liability Insurance - To defend with counsel, save
harmless and indemnify LANDLORD from all claims or damage to or of any person or
property while on the premises unless arising from any omission, fault,
negligence or other misconduct of LANDLORD, and from all : claims or damage to
or of any person or property occasioned by any omission, fault, neglect or other
misconduct of TENANT; to maintain in responsible companies qualified to do
business in the state in which the premises is located and in good standing
therein, public liability insurance covering the premises insuring LANDLORD, as
well as TENANT, with limits at least equal to those stated in Section 1.1,
workmen's compensation insurance with statutory limits, covering all of TENANT'S
employees working in the premises, and to deposit promptly with LANDLORD
certificates for such insurance and all renewals thereof, bearing the
endorsement that the policies will not be canceled until after ten (10) days
written notice to LANDLORD. TENANT'S obligations hereunder may be satisfied
through a blanket insurance policy covering other interests of the TENANT.

         7.1.5 LANDLORD'S Right to Enter - To permit LANDLORD and its agents to
examine the premises at reasonable times and to show the premises to prospective
purchasers and lenders, provided such entry shall not unreasonably interfere
with TENANT'S operation and conduct of its business in the demised premises or
compromise security.

         7.1.6 Personal Property at TENANT'S Risk - That all of the furnishings,
fixtures, equipment, effects and property of every kind, nature and description
of TENANT and of all persons claiming under TENANT, that may be on the premises,
shall be at the sole risk and hazard of TENANT, and if the whole or any part
thereof shall be destroyed or damaged by fire, water, or otherwise, or by the
leakage or bursting of water pipes, steam pipes or other pipes, by theft or from
any other cause, no part of said loss or damage is to charged to or be borne by
LANDLORD, except that LANDLORD shall in no event be indemnified or held harmless
or exonerated from any liability resulting from its sole negligence, failure to
perform any of its obligations under this Lease or to any extent prohibited by
law.

                                       8
<PAGE>

         7.1.7 Payment of LANDLORD'S Cost of Enforcement - To pay on demand
LANDLORD'S expenses, including reasonable attorney's fees, incurred in enforcing
any obligation of TENANT under this Lease or in curing any default by TENANT
under this Lease as provided in Section 10.4, provided LANDLORD shall prevail in
any judicial proceedings in respect to such enforcement.

         7.1.8 Yield Up - At the expiration of the Lease term or earlier
termination o this Lease, TENANT shall remove all trade fixtures and personal
property, to repair any damage caused by such removal, to remove all TENANT'S
signs wherever located and to surrender all keys to the premises and yield up
the premises, broom clean and in the same good order and repair in which TENANT
is obligated to keep and maintain the premises by the provisions of this Lease,
reasonable wear and tear and insured damage by fire, casualty or taking
excepted. Any property not so removed shall be deemed abandoned and may be
removed and disposed of by LANDLORD in such manner as LANDLORD shall determine,
without any obligation on the part of LANDLORD to account to TENANT for any
proceeds there from, all of which shall become the property of LANDLORD. Any
holdover by TENANT will not be deemed an extension of this Lease, and TENANT
shall indemnify LANDLORD against all losses and damages from a failure to
surrender.

         7.1.9 Maintenance - Throughout the term, TENANT shall, at TENANT'S sole
cost and expense maintain the premises and all improvements thereon in good
condition and repair, ordinary wear and tear excepted, and in accordance with
all applicable laws, rules, ordinances, orders and regulations of (1) federal,
state, county, municipal and other governmental agencies and bodies having or
claiming jurisdiction and all of their respective departments, bureaus and
officials; (2) the insurance underwriting board or insurance inspection bureau
having or claiming jurisdiction; and (3) all insurance companies insuring all or
any part of the premises of the improvements located thereon, or both except as
provided below and subject only to the provisions of Paragraph 9.2, TENANT shall
promptly and diligently repair, restore and replace as required to maintain the
premises and the improvements in the condition set forth above, or to remedy all
damage to or destruction of all or any part of the improvements. (A) The
completed work of maintenance, compliance, repair, restoration or replacement
shall be equal in value, quality and use to the condition of the improvements
before the event giving rise to the work, unless otherwise provided for in this
Lease. LANDLORD shall not be required to furnish any services or facilities or
to make any repairs or alterations of any kind in or upon or on the premises,
LANDLORD'S election to perform any obligations of the TENANT under this
provision on TENANT'S failure or refusal to do so shall not constitute a waiver
of any right or remedy for TENANT'S default and TENANT shall promptly reimburse,
defend and indemnify LANDLORD against all liability, loss, cost and expense
arising from it.

         7.1.10 Insurance - TENANT shall maintain in full force and effect, at
its own cost, full replacement cost coverage insurance covering the demised
premises (and all improvements for the full insurable value) against loss or
damage by fire or casualty, with the usual extended coverage

                                       9
<PAGE>


endorsements,  together  will  endorsements  protecting  against  loss or damage
resulting  from  malicious  mischief,  sprinkler  leakage and  vandalism  all in
amounts  not less than  replacement  parts  value above  foundation  walls.  All
insurance policies shall name the LANDLORD as its interest may appear.

         7.2 Negative Covenants - TENANT covenants at all times during the Lease
term and such further times as TENANT occupies the premises or any part thereof:

         7.2.1 Overloading Nuisance, etc. - Not to injure, overload, deface or
otherwise harm the premises; nor commit any nuisance; nor make any use of the
premises which is improper, offensive or contrary to any law or ordinance. 7.2.2
Installation, Alteration or Additions - Not to make any installations,
alterations or additions (except only the installation of fixtures necessary for
the conduct of its business), without on each occasion obtaining prior written
consent of LANDLORD, LANDLORD'S consent not be unreasonable withheld. No consent
shall be required for nonstructural alterations not exceeding $100,000 in cost.
No addition will be allowed which increases the building size to more than 4,000
square feet, or which violates the terms of Paragraph 2.1 of this Lease.


                                  ARTICLE VIII

                         LANDLORD'S Additional Covenants
                         -------------------------------
         8.1  Warranty on Use - LANDLORD  warrants  and  represents  that at the
commencement  of  construction  it will be the Owner in Fee of the Land shown on
Exhibit "A" and  described in Exhibit  "B".  LANDLORD has no knowledge of zoning
regulations,  restrictive agreements,  leases or other instruments which prevent
the use of the premises for the purpose intended herein,  nor otherwise conflict
with any of the provisions of this Lease.  TENANT'S sole and  conclusive  remedy
for a breach of this warranty shall be its right, at its election,  to terminate
the Lease prior to commencement of construction. TENANT shall be responsible for
securing the zoning and all approvals.

         8.2 Competing Use - During the term of this Lease,  provided  TENANT is
not in default, LANDLORD agrees not to lease or sell any portion of the project,
of which the leased  premises is a part,  to a commercial  bank,  savings  bank,
savings and loan or credit union.

                                   ARTICLE IX

                               Casualty or Taking
                               ------------------
         9.1 TENANT to Repair or Rebuild in the Event of  Casualty - In case the
Premises  or any part  thereof  shall be  damaged  or  destroyed  by fire  other
casualty, taken (which term or reference to eminent domain action generally, for
the purposes of this Article shall include a sale in lieu of the exercise of the
right of eminent domain) or ordered to be demolished by the action of any public
authority in consequence

                                       10
<PAGE>


of a fire or other  casualty,  this  Lease  shall,  unless it is  terminated  as
provided below in Section 9.2 or 9.3, remain in full force and effect and TENANT
shall,  at its  expense,  proceed  with all  reasonable  dispatch,  to repair or
rebuild the premises and the improvements,  or what may remain thereof, so as to
restore them as nearly as  practicable to the condition they were in immediately
prior to such damage or destruction.

         9.2 Right to  Terminate in Event of Casualty - In case of any damage or
destruction  occurring in the last five years of the original term of this Lease
or  during  any  extension  of the  term,  to the  extent  of 50% or more of the
insurable  value of the building,  TENANT may at its option,  to be evidenced by
notice  in  writing  given to the  LANDLORD  within  seven  (7) days  after  the
occurrence of such damage or destruction,  in lieu of repairing or replacing the
building,  elect  to  terminate  this  Lease as of the  date of said  damage  or
destruction.  In the event the TENANT shall so terminate the lease all insurance
proceeds shall become the property of the LANDLORD.

         9.3 Eminent Domain - If the whole, or any part of the demised  premises
shall be taken or condemned  by any  competent  authority  for any public use or
purpose during the term of this Lease,  TENANT reserves unto itself the right to
prosecute  its claim for an award  based upon its  leasehold  interest  for such
taking,  without impairing any rights of LANDLORD for the taking of or injury to
the reversion.

         In the  event  that a part of the  demised  premises  shall be taken or
condemned  that (a) the part so  taken  includes  the  building  on the  demised
premises  or any part  thereof or (b) the part so taken  shall  remove  from the
premises 20% or more of the front depth of the parking areas thereof, or (c) the
part so taken shall  consist of 25% or more of the total  parking  area,  or (d)
such partial  taking shall result in cutting off direct  access from the demised
premises to any adjacent  public street or highway,  then and in any such event,
the TENANT may at any time either prior to or within a period of sixty (60) days
after  the  date  when  possession  of the  premises  shall be  required  by the
condemning authority elect to terminate this Lease, or if any option to purchase
the premises is conferred upon the TENANT by any other  provision of this Lease,
may as an  alternative  to such  termination of this Lease elect to purchase the
demised  premises in  accordance  with such  purpose  option.  In the event that
TENANT  shall fail to  exercise  any such option to  terminate  this Lease or to
purchase the premises or in the event that a part of the demised  premises shall
be taken or condemned  under  circumstances  under which the TENANT will have no
such option,  then and in either such event the LANDLORD shall,  with reasonable
promptness, make necessary repairs to and alterations of the improvements on the
demised  premises  for  the  purpose  of  restoring  the  same  to  an  economic
architectural  unit,  susceptible  to the same use as that  which  was in effect
immediately  prior to such taking, to the extent that may have been necessary by
such  condemnation,  subject to a pro-rata  reduction  in  rental.  Any  dispute
resulting  from  Section 9.3 of this Lease shall be  submitted  to the  American
Arbitration Society, whose decision shall be binding on the parties hereto.

                                    ARTICLE X

                                    Defaults
                                    --------

                                       11
<PAGE>


         10.1 Events of Default - If (a) Tenant shall default in the performance
of any of its  obligations to pay rent or additional  rent hereunder and if such
default  shall  continue for ten (10) days after  written  notice from LANDLORD
designating such default or if within thirty (30) days after written notice from
LANDLORD to TENANT specifying any other non-monetary default or defaults, TENANT
has not commenced  diligently to correct the default or defaults so specified or
has not thereafter  diligently pursued such corrective action to completion,  or
(b) any assignment shall be made by TENANT for the benefit of creditors,  or (c)
if TENANT'S  leasehold  interest shall be taken on execution,  attached,  levied
upon or (d) if a petition is filed by TENANT for adjudication as a bankrupt,  or
for  reorganization  or an arrangement under any provision of the Bankruptcy Act
as then in force and effect, or (e) if an involuntary  petition under any of the
provisions of said  Bankruptcy Act is filed against TENANT and such  involuntary
petition is not dismissed within sixty (60) days thereafter, then, and in any of
such cases,  LANDLORD  lawfully may exercise all defaults rights available to it
under law,  including  repossession of the leased  property,  termination of the
lease,  acceleration of all future rental payments, and such other rights as may
be lawfully permitted.

         10.2 Remedies - In the event that this Lease is terminated under any of
the  provisions  contained in Section 10.1 or shall be otherwise  terminated for
breach of any  obligation  of TENANT,  TENANT  covenants  to pay  punctually  to
LANDLORD all the sums and perform all the obligations  which TENANT covenants in
this Lease to pay and to perform  in the same  manner and to the same  extent at
the  same  time  as if  this  Lease  had  not  been  terminated  so long as such
obligations   shall  have  not  been  rendered   unnecessary  or  impossible  of
performance  by the  subsequent  re-letting  or  other  occupancy  permitted  by
LANDLORD.  In  calculating  the amounts to be paid by TENANT under the foregoing
covenant,  TENANT  shall be  credited  with the net  proceeds of any rent or the
value of other  considerations  obtained by LANDLORD by re-letting the premises,
after  deducting all  LANDLORD'S  expenses in connection  with such  re-letting,
including,  without limitation,  all repossession costs,  brokerage commissions,
reasonable  fees for legal  services and expenses of preparing  the premises for
re-letting,  it being agreed by TENANT that LANDLORD may (i) re-let the premises
or any part or parts thereof, for a term or terms which may at LANDLORD'S option
be equal to or less  than or  exceed  the  period  which  would  otherwise  have
constituted  the  balance  of the Lease  term,  and (ii) make such  alterations,
repairs  and  decorations  in the  premises  as  LANDLORD  in its sole  judgment
considers advisable or necessary to re-let the same.

         Nothing contained in this Lease shall, however,  limit or prejudice the
right of  LANDLORD  to prove for and obtain in  proceedings  for  bankruptcy  or
insolvency by reason of the  termination  of this Lease,  an amount equal to the
maximum  allowed by any  statute or rule of law in effect at the time when,  and
governing the proceedings in which, the damages are to be proved, whether or not
the amount be greater, equal to, or less than the amounts of the loss or damages
referred to above.

         10.3  Remedies  Cumulative  - Any and all  rights  and  remedies  which
LANDLORD may have under this Lease,  and at law and equity,  shall be cumulative
and shall not be deemed inconsistent with

                                       12
<PAGE>


each other, and any two or more of all such rights and remedies may be exercised
at the same time insofar as permitted by law.

         10.4 LANDLORD'S and TENANT'S Right to Cure Defaults - LANDLORD may, but
shall not be  obligated  to,  cure at any time,  following  ten (10) days  prior
written  notice to TENANT,  except in cases of emergency when no notice shall be
required,  any default by TENANT  under this  Lease;  and  whenever  LANDLORD so
elects,  all costs and  expenses  incurred  by  LANDLORD,  including  reasonable
attorney's  fees,  in curing a default  shall be paid by TENANT to  LANDLORD  as
additional rent on demand. TENANT shall have a like right to cure any default of
LANDLORD, and TENANT may reimburse itself for the cost thereof out of succeeding
rental payments.

         10.5 Effect of Waivers on Default - No consent or waiver,  expressed or
implied,  by either party to or of any breach of any  covenants,  conditions  or
duty of the other shall be  construed  as a consent or waiver to or of any other
breach of the same of any other covenant, condition or duty.

                                   ARTICLE Xl

                            Miscellaneous Provisions
                            ------------------------

         11.1 Assignment, Subletting, etc. - LANDLORD'S written consent shall be
required for any assignment,  transfer or subletting except to another financial
institution which consent shall not be unreasonably withheld.

         11.2 Notice  from One Party to the Other - Any notice from  LANDLORD to
TENANT or from  TENANT to  LANDLORD  shall be  deemed  duly  served if mailed by
registered  or certified  mail,  return  receipt  requested,  postage  pre-paid,
addressed,  if to  TENANT,  at the  original  address  of TENANT  or such  other
addresses as TENANT shall have last designated by notice in writing to LANDLORD,
and if to LANDLORD, at the original address of LANDLORD or such other address as
LANDLORD shall have last designated by notice in writing to TENANT.

         11.3 Quiet Enjoyment - LANDLORD agrees that upon TENANT'S paying the
rent and performing and observing the agreements, conditions and other
provisions on its part to be performed and observed, TENANT shall and may
peaceably and quietly have, hold and enjoy the demised premises during the Lease
term without any manner of hindrance, disturbance or molestation from LANDLORD
or anyone claiming under LANDLORD, subject to the covenants and conditions of
this Lease.

         11.4 Recording - TENANT agrees not to record this Lease, but each party
hereto agrees on request of the other, to execute a Notice or Short Form of this
Lease in recordable form in compliance with applicable statutes, and reasonably
satisfactory to LANDLORD'S and TENANT'S attorneys. In no event shall such
document set forth the rental or other charges payable by TENANT under this
Lease; and any such document shall expressly state that it is executed pursuant
to the provisions contained in this Lease, and is not intended to vary the terms
and conditions of this Lease. In the event LANDLORD and/or TENANT believe that
the Lease has been lawfully terminated, abandoned or otherwise of no force and

                                       13

<PAGE>

effect and the other party will not voluntarily execute a Discharge of
Memorandum of Lease, the party seeking the Discharge of Memorandum of Lease may
move summarily before the Superior Court of New Jersey for a determination of
whether or not the Memorandum of Lease should be discharged. The other party
consents to the jurisdiction of the Superior Court of New Jersey and agrees to
proceed in a summary manner. It is expressly understood and agreed that in
addition to the relief provided herein, the parties will have such additional
cumulative remedies as are available to it at law or in equity for damages
suffered by reason of a wrongful refusal to execute and deliver a Discharge of
Memorandum of Lease.

         11.5 Acts of God - In any case where either party hereto is required to
do any  act,  delays  caused  by or  resulting  from  Acts  of God,  war,  civil
commotion,  fire or other  casualty,  labor  difficulties,  shortages  of labor,
materials or  equipment,  government  regulations,  or other causes  beyond such
party's  reasonable  control shall not be counted in determining the time during
which work shall be  completed,  whether or such time be  designated  by a fixed
date, a fixed time or "a reasonable time".

         11.6 Waiver of  Subrogation - All insurance  which is carried by either
party with  respect to the  demised  premises,  whether or not  required,  shall
include provisions which either designates the other party as one of the insured
or deny to the insurer  acquisition by subrogation of rights of recovery against
the other party. Each party shall be entitled to have duplicates or certificates
of any policies containing such provisions.  Each party hereby waives all rights
of recovery against the other for loss or injury against which the waiving party
is protected by insurance containing such provisions.

         11.7 Rights of Mortgagee and Subordination -

              11.7.1 This Lease is subject and is hereby subordinated to all
present and future mortgages, deeds of trust, and other encumbrances affecting
the premises or the property of which said premises are a part; provided,
however, that an agreement or instrument affecting such subordination shall be
executed by the mortgagee or other Lender, be recorded with such mortgage or
other security agreement, and a copy delivered to the TENANT and contain
provisions, to the effect that (i) so long as TENANT observes the terms and
provisions of this Lease and notwithstanding the Lease may be foreclosed, TENANT
will not be effected or disturbed by the mortgagee in the exercise of any of its
rights under the mortgage or other security agreement, or the bond, note or debt
secured thereby; (ii) in the event the mortgagee comes into possession or
ownership of the premises by foreclosing or otherwise, TENANT'S use, occupancy
and quiet enjoyment of the premises shall not be disturbed by any such
proceedings; (iii) in the event the premises are sold or otherwise disposed of
pursuant to any right or power contained in the mortgage or other security
agreement, or the bond or note secured thereby, or as a result of proceedings
thereon, the purchaser shall take title subject to this Agreement of Non
Disturbance, and all of the rights of the TENANT hereunder; (iv) in the event
the buildings and improvements upon the premises are damaged by fire and other
casualty, for which loss the proceeds payable under any insurance policy or
policies are payable to the mortgagee, such insurance funds, when paid, shall be
made available for the purpose of repair and restoration as provided in this
Lease; and (v)

                                       14

<PAGE>

the agreement shall be binding upon the LANDLORD, mortgagee and their respective
heirs, executors,  administrators,  successors and assigns. The TENANT agrees to
execute,  at no  expense to the  LANDLORD,  any  instrument  which may be deemed
necessary or desirable by the LANDLORD to further  effect the  subordination  of
this Lease to any such mortgage, deed of trust or encumbrance.

         11.7.2 No Accord and Satisfaction - No acceptance by LANDLORD of lesser
sum than the rent or any other charges then due shall be deemed to be other than
on account of the earliest installment of such rent or charge due, nor shall any
endorsement or statement on any check or any letter accompanying any check or
payment as rent or other charge be deemed an accord and satisfaction, and
LANDLORD may accept such check or payment without prejudice to LANDLORD'S right
to recover and balance of such installments or pursue any other remedy in this
Lease provided.

         11.8 Applicable Law and Construction - This Lease shall be governed by
and construed in accordance with the laws of the State of Pennsylvania, and if
any provisions of this Lease shall to any extent be invalid, the remainder of
this Lease shall not be affected thereby. There are no oral or written
agreements between LANDLORD and TENANT affecting this Lease. This Lease may be
amended only by instruments in writing executed by LANDLORD and TENANT. LANDLORD
shall not be deemed in any way or for any purpose, to have become, by the
execution of this Lease or any action taken thereunder, a partner of TENANT in
its business or otherwise a joint venture or member of any enterprises of
TENANT. The titles of the several Articles and Sections contained herein are for
convenience only and shall not be considered in construing this Lease. Unless
repugnant to the context, the words "LANDLORD and TENANT" appearing in this
Lease shall be construed to mean those names above and their respective heirs,
administrators, successors and assigns, and those claiming through or under them
respectively.

                                   ARTICLE XII

                              Permits and Approvals
                              ---------------------

         12.1 TENANT'S  Obligations - The  obligations  of TENANT  hereunder are
contingent  upon  final  approval  by the  bank's  Board  of  Directors  of this
transaction  and upon TENANT  securing on or before April 15, 2001 the following
unconditional and unappealable approvals:

     A.   All state and federal regulatory approvals for the construction and
          operation of a branch bank on the leased premises.

     B.   All municipal and governmental approvals required for the construction
          of TENANT'S proposed building including the issuance of a building
          permit ("Permit and Approvals").

         12.2 Approvals - TENANT shall be responsible for and shall diligently
pursue all required approvals and permits and all related costs.

         12.3 Easements - TENANT shall have absolutely no right to grant any
easement with regard to the premises other than such easements to public
entities or public service corporations for the purpose of serving only the
premises, rights-of-way or easements on or over the premises for poles or
conduits, or both, for telephone, electricity, water, sanitary or storm sewers
or both and for other utilities and municipal

                                       15

<PAGE>

or special district  services.  LANDLORD shall cooperate with TENANT to permit
the creation of all necessary easements.

                                  ARTICLE XIII

                               Net, Net, Net Lease
                               -------------------

         13.1 Net,  Net, Net Lease - It is the  intention of LANDLORD and TENANT
that the rental  herein  specified  shall be net to LANDLORD in each lease year,
that all costs, expenses, and obligations of every kind relating to the TENANT'S
use and occupancy of the premises  which may arise during the term of this Lease
shall be paid by  TENANT,  and that  LANDLORD  shall be  indemnified  by  TENANT
against any such costs, expenses and obligations.


                                   ARTICLE XIV

                             Right of First Refusal
                             ----------------------

         14.1 Right of First  Refusal to Lease - If within  one  hundred  eighty
(180) days prior to the  conclusion  of this Lease and all options to extend the
term thereof,  LANDLORD  shall desire to accept a bona fide offer received by it
to lease any part of the Premises, LANDLORD shall notify TENANT of such a desire
in the manner provided in this Lease for the giving of notice,  and TENANT shall
have the right of first  refusal to lease said premises  exercisable  within ten
(10) days of said written  notice upon the terms  contained in the notice.  This
provision  shall  only  be  effective  after  the  termination,   expiration  or
conclusion of the original  lease term and all options to extend the Lease,  and
shall not  affect  the  premises  during the term of this Lease or any option to
extend the term thereof.

         14.2 Right of First  Refusal to Purchase - TENANT  shall have the right
of first refusal to purchase the demised  premises as hereinafter  set forth. If
at any time  during the term as  extended,  LANDLORD  shall  receive a bona fide
offer from a third person for the purchase of the demised premises,  which offer
LANDLORD shall desire to accept,  LANDLORD  shall  promptly  deliver to TENANT a
copy of such offer, and TENANT may, within fifteen (15) days  thereafter,  elect
to purchase  the  demised  premises on the same terms as those set forth in such
offer,  excepting that TENANT shall be credited against the purchase price to be
paid by TENANT, with a sum equal to the amount of any brokerage commissions,  if
any, which LANDLORD shall save by a sale to TENANT. If LANDLORD shall receive an
offer for the  purchase of the demised  premises,  which is not  consummated  by
delivering  a deed to the  offerer,  the  TENANT'S  right  of first  refusal  to
purchase shall remain  applicable to subsequent  offers.  If LANDLORD shall sell
the demised  premises  after a failure of TENANT to exercise  its right of first
refusal,  such shall be subject to the Lease and shall continue to be applicable
to subsequent  sales of the demised  premises.  Notwithstanding  the  foregoing,
TENANT'S  right of first  refusal  shall  not  apply or  extend  to any sales or
transfers  between  LANDLORD and any  affiliates in which the  principals of the
LANDLORD are the

                                       16

<PAGE>

majority  shareholders to any family trusts or to the heirs of the principals of
LANDLORD.  LANDLORD  shall be entitled to net the same amount under any right of
first refusal exercise.

                                   ARTICLE XV

                                    Holdover
                                    --------

         15.1 Holdover - In the event that TENANT continues in use and occupancy
and holds over in possession of the premises after the expiration of the Initial
Term or, properly  exercised,  the Option Term, in addition to all other damages
to which  LANDLORD  may be  entitled,  the  monthly  rent  during  the period of
holdover shall be in a sum equal to double the amount of the monthly installment
of base  annual  fixed  rent  during  the last  month of the term which has just
expired.  Said  holdover rent shall be in addition to all  additional  rents for
which the TENANT shall be responsible during the holdover period.

                                   ARTICLE XVI

                                   Common Area
                                   -----------

         16.1 Common  Area - LANDLORD  hereby  grants to TENANT,  in common with
LANDLORD and other tenants, with respective invitees and licensees, the right to
use the parking and public areas in the project of which the Leased  Premises is
a part,  subject to the conditions  hereinafter  provided.  TENANT hereby agrees
that:

          (a)  LANDLORD may designate an area for TENANT'S employee parking

          (b)  Said parking area will not be used for permanent garaging or
               overnight parking

          (c)  TENANT will conform with the reasonable rules and regulations of
               the Shopping Center common area

          (d)  LANDLORD agrees that it will permit construction of the parking
               area in substantial conformance with the attached plan.

         16.2 Common Area Charges - As additional  rental,  TENANT agrees to pay
its pro rata share of the common area  maintenance  costs  which  shall  include
maintenance, landscaping,  illumination, cleaning, snow and ice removals, common
sewerage  disposal  costs,  common  signs,  and all other common area costs.  If
TENANT is the only occupant on the property then it shall be  responsible  for I
00% of common area charges.

         16.3 Determination and Payment of Common Area Charges - All such common
area  charges  shall be deemed  additional  rental  and shall be paid in monthly
installments  equal to 1/12th of  TENANT'S  estimated  common are  contribution.
TENANT'S  common area pro rata shall be  determined  pursuant  to the  following
formula:

<TABLE>
<CAPTION>

<S>     <C>
Total Common Area Charges x Net Square Ft of Tenant's Leased Premises = TENANT Common Area
                            -----------------------------------------   Charges
                              Occupied Land Area of Project Charges
</TABLE>


         16.4 Construction Cost - TENANT shall construct its own building at its
own costs and bear all construction  within its demised premises,  as identified
in Exhibit A.

                                       17

<PAGE>


                                  ARTICLE XVII

                                  Environmental
                                  -------------

         17.1  Environmental Matters -

                            A.  LANDLORD   represents   and  warrants  that  any
           handling, transportation, storage, treatment or usage of hazardous or
           toxic  substances (as defined by any applicant  government  authority
           and hereinafter being referred to as "Hazardous  Materials") that has
           occurred or will occur on the Demised Premises shall be in compliance
           with all applicable  federal,  state and local laws,  regulations and
           ordinances.   TENANT  represents  and  warrants  that  any  handling,
           transportation, storage, treatment or usage of Hazardous Materials by
           TENANT at the Demised Premises shall be in compliance with applicable
           federal,  state and  local  laws.  LANDLORD  further  represents  and
           warrants  that no leak,  spill,  discharge,  emission  or disposal of
           Hazardous  Materials  has  occurred  or  will  occur  on the  Demised
           Premises and that the soil,  groundwater,  soil vapor on or under the
           Demised Premises is or will be free of Hazardous  Materials as of the
           date hereof. LANDLORD agrees to indemnify, defend and hold TENANT and
           its officers, from any claims, judgments,  damages, fines, penalties,
           costs,  liabilities  (including sums paid in settlement of claims) or
           loss including  attorney's  fees,  consultants  fees, and expert fees
           which arise during or after the Primary Term or any Renewal  Term, or
           in  connection  with the presence of suspected  presence of Hazardous
           Materials  in the soil,  groundwater,  or soil  vapor on or under the
           Demised Premises,  unless such Hazardous Materials are present solely
           as the  result of the acts of  TENANT,  its  officers,  employees  or
           agents.  Without  limiting  the  generality  of the  foregoing,  this
           indemnification  shall survive the  expiration of this Lease and does
           specifically   cover   costs   incurred   in   connection   with  any
           investigation of site conditions or any cleanup, remedial, removal or
           restoration work required by any federal, state or local governmental
           agency or political  subdivision because of the presence or suspected
           presence of  Hazardous  Materials  in the soil,  groundwater  or soil
           vapor odor under the Demised Premises, unless the hazardous Materials
           are present solely as the result of the acts of TENANT, its officers,
           agents  or  employees.   Without   limiting  the  generality  of  the
           foregoing,  this indemnification  shall also specifically cover costs
           in connection with:

                          1.      Hazardous  Materials present or suspected to
                                  be  present in the soil,  groundwater  or soil
                                  vapor on or under the Demised  Premises before
                                  the date hereof; or

                          2.      Hazardous   Materials   that  migrate,   flow,
                                  percolate,  diffuse  or in any  move  onto  or
                                  under  the  Demised  Premises  after  the date
                                  hereof; or

                          3.      Hazardous  Materials  present  on or under the
                                  Demised Premises as a result of any discharge,
                                  dumping,  spilling  (accidental  or otherwise)
                                  onto the Demised  Premises during or after the
                                  Primary Term or any Renewal Term by any person
                                  or entity.

                 B.  TENANT  agrees  to  indemnify  LANDLORD  and its  officers,
employees  and agents  harmless  from any  claims,  judgments,  damages,  fines,
penalties, costs, liabilities (including sums paid in



                                       18
<PAGE>


settlement of claims) or loss including  attorney's  fees,  consultants fees and
expert fees which arise  during or after the Primary Term or any Renewal Term in
connection  with the  presence  of toxic or  hazardous  substances  in the soil,
groundwater,  or soil vapor on or under the Demised  Premises to the extent such
presence is caused by the acts of Tenant, its officers, employees and agents.

                 C. A  condition  precedent  to this  Lease  shall  be  TENANT's
satisfactory  review of the report (the "Phase I  Environmental  Survey") on the
environmental  condition  of the land on which the Demised  Premises is located.
LANDLORD  agrees to provide  TENANT with a Phase I  Environmental  Survey of the
land on which the Demised  Premises is located.  In the event that TENANT  shall
discover i its review of the Phase I  Environmental  Survey  that any  Hazardous
Materials may be present in the soil, ground water or soil vapor on or under the
Demised  Premises,  TENANT may, upon written notice to LANDLORD  within ten (10)
days after the date TENANT receives the Phase I Environmental Survey,  terminate
this Lease.
                 D. If during the term of this Lease any governmental  authority
requires the remediation of Hazardous Materials from the Demised Premises or the
Shopping  Center  and such  remediation  materially  affects  TENANT's  business
operations  or poses a safety threat to TENANT's  employees or  customers,  then
TENANT  shall be entitled to an  equitable  abatement of rent from the date such
interference  or safety hazard occurs to the date such  interference  and safety
hazard are no longer present.

                                  ARTICLE XVIII

         18.1 Title - This lease shall be subject and subordinate to the lien of
any bank or institution or other mortgage or mortgages now or hereafter in force
against LANDLORD's property, and to all advances made upon the security thereof,
provided the holder of any such mortgage  shall execute and deliver to TENANT an
agreement,  in the form of Exhibit D attached hereto,  or as otherwise agreed to
by TENANT,  LANDLORD and such holder,  providing that such holder will recognize
this lease and not disturb  TENANT's  possession of the premises in the event of
foreclosure  if TENANT is not then in default  hereunder  beyond any  applicable
cure period.  TENANT  agrees,  upon receipt of such  agreement,  to execute such
further  instrument(s) as may be necessary to subordinate this lease to the lien
of any such mortgage.  The term  "mortgage"  shall include deeds of trust or any
other similar hypothecations.

         18.2  Ownership  LANDLORD  warrants that it will own in fee the subject
premises at the commencement of the lease, subject only to the liens,  mortgages
and encumbrances  listed on the attached  schedule,  evidenced by a title report
provided by LANDLORD to TENANT within  forty-five  (45) days of the execution of
this lease,  which shall be subject to TENANT's  reasonable  approval.  TENANT'S
lease hereunder shall be subordinate only to such liens where the holder of such
liens  has  executed  and  delivered  to TENANT  in the form  attached  hereto a
Subordination and Non-Disturbance Agreement.

                                       19
<PAGE>


   IN WITNESS WHEREOF,  the parties have hereunto set their hands and seals this
day and year first above written.

                                 TENANT:      COMMERCE BANK



/s/ Jacqueline Watson                  BY:/s/Thomas H. Arasz
---------------------------      ---------------------------
Attest                                 Thomas H. Arasz
                                       Senior Vice President/Real Estate Officer




                                 LANDLORD:    WILLINGBORO EQUITIES, L.L.C

                                      BY: /s/                         *
---------------------------             ---------------------------
Attest


























</TEXT>
</DOCUMENT>
