Employment Memorandum

Exhibit 10.19


[Letterhead of Martha's Vineyard National Bank]


December 22, 1989


Mr. James Lambert via FAX to office of Blair Wood


Dear Jim:


I am thrilled that you have accepted our offer of employment and look forward to your starting on Jan. 16. To summarize our offer:


-- Salary of $100,000 per year, to be reviewed annually on October first
of each year including 1990, with a title of Senior Vice President and
Chief Lending Officer


-- Severance pay of one year for any termination by the bank not for
cause


-- Payment of moving costs to the island, including the cost of moving
your boat from Maine, but not including any costs of sale or purchase
of housing


-- Participation in the 1990 bonus plan if it is not discontinued because
of the new affiliation with Homeport


-- Participation in all of our current fringe benefits


-- Participation in our 401(k) program as soon as possible, given the
current requirements of the program as established


If I have omitted anything above, it was an error of omission, not comission, Jim. If we have agreed to anything not mentioned above, please let me know and I will correct.


Have a wonderful holiday season - please give me a call on Wednesday of next week and I'll bring you up to date on the Nantucket doings.


Sincerely yours,


/s/ Robert N. Wheeler


Robert N. Wheeler
President


MARTHA'S VINEYARD NATIONAL BANK


M E M O R A N D U M


TO: Bob Wheeler


FROM: Jim Lambert /s/ James E. Lambert


DATE: May 5, 1990


RE: Severance


As per our discussion, there are two significant issues regarding our severance arrangement. First is th ...