EXHIBIT 10.2

                                                          Loan No. 3212462

                            INDEMNIFICATION AGREEMENT
 
          THIS INDEMNIFICATION AGREEMENT made as of September 21, 1998, by 10
SPEEN STREET, LLC, with a principal place of business at 10 Speen Street,
Framingham, Massachusetts 01701 and ASA INTERNATIONAL, LTD., with a mailing
address at 10 Speen Street, Framingham, Massachusetts 01701, (hereinafter,
together, "INDEMNITOR"), to and for the benefit of JOHN HANCOCK REAL ESTATE
FINANCE, INC., a Delaware corporation, having its principal place of business at
John Hancock Place, T-53, 200 Clarendon Street, Boston, Massachusetts 02116
("MORTGAGEE"), 

                              W I T N E S S E T H:

          WHEREAS, 10 Speen Street, LLC has applied to Mortgagee for a real
estate mortgage loan in the amount of THREE MILLION AND 00/100 DOLLARS
($3,000,000.00) (the "LOAN"), to be evidenced by its note (the "NOTE") in that
amount of even date herewith, secured by a real estate mortgage (the "MORTGAGE")
on property now known as ASA Building and located at 10 Speen Street,
Framingham, Middlesex County, Massachusetts (the "MORTGAGED PROPERTY"), bearing
the same date as the Note; and

          WHEREAS, Mortgagee is unwilling to make said Loan unless Indemnitor
agrees to indemnify and hold Mortgagee harmless from and against certain
matters;

          WHEREAS, Indemnitor desires to give such indemnification to Mortgagee
in order to induce Mortgagee to make the Loan; and

          WHEREAS, Indemnitor has full authority and power to execute and
deliver this Indemnification Agreement and to assume liability hereunder;

          NOW, THEREFORE, for the purpose of inducing Mortgagee to make the Loan
to Indemnitor, which Indemnitor acknowledges is good, valuable, and sufficient
consideration:

          1. INDEMNITIES.

                    (a) Notwithstanding any provisions in the Note or Mortgage
          or any other instrument evidencing, securing, guaranteeing or executed
          in connection with the Loan (collectively the "LOAN DOCUMENTS")
          limiting or negating Indemnitor's personal liability, Indemnitor
          agrees to unconditionally and absolutely indemnify and hold Mortgagee
          (as defined in Section 12 hereof), its officers, directors, employees,
          agents and attorneys harmless from and against any loss, cost,
          liability, damage, claim or expense, including attorneys' fees,
          suffered or incurred by Mortgagee in connection with the Mortgaged
          Property at any time, whether before, during or after enforcement of
          Mortgagee's rights and remedies upon default under the Loan Documents,
          under or on account of, or as a result of (i) any Environmental Laws,
          as that term is defined in Section 13 hereof, (ii) any presence,
          release, or threat of release of Hazardous Materials, as defined in
          Section 13 hereof, at, upon, under or within the Mortgaged Property,
          (iii) the presence of asbestos or asbestos-containing materials,
          PCB's, radon gas, urea formaldehyde foam insulation or lead (whether
          in paint, water, soil, or plaster) at the Mortgaged Property, (iv) any
          breach of the covenants and warranties made in Section 2 hereof or in
          Paragraph 39 of the Mortgage or in that certain Environmental
          Certificate (the "ENVIRONMENTAL CERTIFICATE") executed in connection
          with Indemnitor's application for the Loan, (v) the falsity of any of
          the representations made in Section 2 hereof or in Paragraph 39 of the
          Mortgage or in the Environmental Certificate, whether or not caused by
          Indemnitor or (vi) the failure of Indemnitor to duly perform the
          obligations or actions set forth in Section 2 hereof and in Paragraph
          39 of the Mortgage, including, without limitation, for all parts of
          this subsection 1(a), with respect to: (A) the imposition by any
          governmental authority of any lien upon the Mortgaged Property, (B)
          clean-up costs, (C) liability for personal injury or property damage
          or damage to the environment, (D) any diminution in the value of the
          Mortgaged Property and (E) fines, penalties and punitive damages.

                    (b) Indemnitor further agrees that Mortgagee shall not
          assume any liability or obligation for loss, damage, fines, penalties,
          claims or duty to clean up or dispose of wastes or materials on or
          relating to the Mortgaged Property as a result of any conveyance of
          title to the Mortgaged Property to the Mortgagee or otherwise or as a
          result of any inspections or any other actions made or taken by
          Mortgagee on the Mortgaged Property. Indemnitor agrees to remain fully
          liable and shall indemnify and hold harmless Mortgagee from any costs,
          expenses, clean-up costs, waste disposal costs, litigation costs,
          fines and penalties, including without limitation any costs, expenses,
          penalties and fines within the meaning of any Environmental Laws.

                    (c) Indemnitor shall assume the burden and expense of
          defending Mortgagee, with counsel satisfactory to Mortgagee, against
          all legal and administrative proceedings arising out of the
          occurrences set forth in the Indemnification Agreement. Mortgagee
          shall have the right, but not the obligation, to participate in the
          defense of any such proceedings. Indemnitor may compromise or settle
          any such proceedings without the consent of Mortgagee only if the
          claimant agrees as part of the compromise or settlement that Mortgagee
          shall have no responsibility or liability for the payment or discharge
          of any amount agreed upon or obligation to take any other action.

                    (d) Indemnitor shall pay when due any judgments against
          Mortgagee which have been indemnified under this Indemnification
          Agreement and which are rendered by a final order or decree of a court
          of competent jurisdiction from which no further appeal may be taken or
          has been taken within the applicable appeal period. In the event that
          such payment is not made, Mortgagee, in its sole discretion, may pay
          any such judgments, in whole or in part, and look to Indemnitor for
          reimbursement pursuant to this Indemnification Agreement, or may
          proceed to file suit against Indemnitor to compel such payment.

                  (e) It is understood that the presence and/or release of
         substances referred to in section 1(a) hereof does not pertain to a
         presence and/or release which first occurs solely after (A) repayment
         of the Loan in full accordance with the Loan Documents or (B) taking
         possession of or acquisition of title to the Mortgaged Property by
         Mortgagee upon a foreclosure or acceptance of a deed in lieu of
         foreclosure and surrender of possession and occupancy of the Mortgaged
         Property by Indemnitor, its agents, affiliates, employees and
         independent contractors, or (C) acquisition of title to the Mortgaged
         Property by a Transferee (as defined in the Mortgage) in connection
         with a transfer complying with the provisions of Paragraph 9(f) of the
         Mortgage, including, without limitation, the provisions of Paragraph
         9(f)(ix) thereof requiring the delivery to Mortgagee of an
         environmental indemnity agreement in form and substance acceptable to
         Mortgagee from an approved indemnitor. Indemnitor shall have the burden
         of proving that the conditions in this subsection (e) were satisfied by
         clear and convincing evidence and shall continue to defend with counsel
         satisfactory to Mortgagee and shall indemnify and hold Mortgagee
         harmless for all matters set forth in Section 1(a) hereof, unless and
         until a court of competent jurisdiction finds that Indemnitor has met
         such burden.

         2. INDEMNITOR'S REPRESENTATIONS AND WARRANTIES. Indemnitor hereby 
      represents and warrants to Mortgagee as follows:

                    (a) Indemnitor is solvent and the execution of this
          Indemnification Agreement does not render Indemnitor insolvent. Any
          and all financial statements, balance sheets, net worth statements and
          other financial data which have heretofore been furnished to Mortgagee
          with respect to Indemnitor fairly and accurately present the financial
          condition of Indemnitor as of the date they were furnished to
          Mortgagee and, since that date, there has been no material adverse
          change in the financial condition of Indemnitor.

                    (b) There are no legal proceedings or material claims or
          demands pending against or, to the best of Indemnitor's knowledge,
          threatened against Indemnitor or any of its assets.

                    (c) The execution and delivery of this Indemnification
          Agreement and the assumption of liability hereunder have been in all
          respects authorized and approved by Indemnitor and, if applicable,
          each constituent party or owner of Indemnitor; Indemnitor has full
          authority and power to execute this Indemnification Agreement and to
          perform its obligations hereunder; and this Indemnification Agreement
          constitutes a legal, valid and binding obligation of Indemnitor and is
          fully enforceable in accordance with its terms.

                    (d) Neither the execution nor the delivery of this
          Indemnification Agreement nor the fulfillment and compliance with the
          provisions hereof will conflict with or result in a breach of or
          constitute a default under or result in the creation of any lien,
          charge or encumbrance upon any property or assets of Indemnitor under
          any agreement or instrument to which Indemnitor is now a party or by
          which it may be bound.

                  (e)  (i) As evidenced by the Phase I Environmental Site
                  Assessment Report delivered to Lender in connection with the
                  Loan, Indemnitor has performed reasonable investigations,
                  studies and tests as to any possible environmental
                  contamination, liabilities or problems with respect to the
                  Mortgaged Property and such investigations, studies and tests
                  have disclosed no Hazardous Materials or possible violations
                  of any Environmental Laws.

                        (ii) To the best of Indemnitor's knowledge, there
                  have been no releases of Hazardous Materials either at, upon,
                  under or within the Mortgaged Property and no Hazardous
                  Materials have migrated to the Mortgaged Property. No
                  Hazardous Materials are located on or have been stored,
                  processed or disposed of on or released or discharged from
                  (including ground water contamination) the Mortgaged Property,
                  and no above or underground storage tanks exist on the
                  Property.
                       
                         (iii) Indemnitor shall not allow any Hazardous
                  Materials to exist or be stored, located, discharged,
                  released, possessed, managed, processed or otherwise handled
                  on the Mortgaged Property or any other property currently or
                  subsequently owned or operated by Indemnitor or any affiliate
                  of Indemnitor (except materials which (a) are ordinarily and
                  customarily used in the regular operation of the Mortgaged
                  Property as an office project by the Mortgagor or any current
                  tenant or any future tenant, which tenant and its lease have
                  been approved by the Mortgagee, and (b) are used, stored,
                  disposed of and handled in compliance with and in quantities
                  permitted by all applicable Environmental Laws), and shall
                  strictly comply with all Environmental Laws affecting the
                  Mortgaged Property or such other property currently or
                  subsequently owned or operated by Indemnitor, including those
                  laws regarding the generation, storage, disposal, release and
                  discharge of Hazardous Materials. Without limiting the
                  generality of the foregoing, Indemnitor has not been, is not
                  and will not become involved in operations at the Mortgaged
                  Property or any other property currently or subsequently owned
                  or operated by Indemnitor which could lead to imposition on
                  Indemnitor of liability under any Environmental Law.
                  Indemnitor expressly warrants, represents and covenants that
                  Indemnitor shall strictly comply with all requirements of
                  applicable Environmental Laws and shall immediately notify
                  Mortgagee of any releases of Hazardous Materials at, upon,
                  under or within the Mortgaged Property.
                        
                        (iv) Neither Indemnitor, the Mortgaged Property nor
                  any other property currently or previously owned or operated
                  by Indemnitor or any affiliate of Indemnitor (A) has received
                  notice of or is subject to any private or governmental lien or
                  judicial or administrative notice, order or action relating to
                  Hazardous Materials or environmental problems, impairments or
                  liabilities with respect to the Mortgaged Property or such
                  other property or (B) is in or, with any applicable notice or
                  lapse of time or failure to take certain curative or remedial
                  actions, will be in either direct or indirect violation of any
                  Environmental Laws.
                          
                         (v) Indemnitor shall strictly comply with the
                  requirements of all Environmental Laws affecting the Mortgaged
                  Property and any other property currently or subsequently
                  owned or operated by Indemnitor.
                        
                         (vi) Indemnitor hereby warrants and represents that
                  all of the answers on the Environmental Certificate are true
                  and complete as of the date hereof. Indemnitor shall
                  immediately notify Mortgagee in writing should Indemnitor
                  become aware that any of the answers on the Environmental
                  Certificate either (A) was not true at the time the
                  Environmental Certificate was executed or (B) becomes untrue
                  during the term of the Loan.

          3. WAIVERS. Indemnitor hereby waives the following: (a) notice of
Mortgagee's acceptance of this Indemnification Agreement; (b) notice of
Indemnitor's grant to Mortgagee of a security interest lien or encumbrance in
any of Indemnitor's assets; (c) Mortgagee's release, waiver, modification or
amendment of any Loan Document or any security interest, lien or encumbrance in
any other party's assets given to Mortgagee to secure any Loan Document; (d)
presentment, demand, notice of default, non-payment, partial payment and protest
and all other notices or formalities to which Indemnitor may be entitled; (e)
extensions of time of payment of the Note granted to Indemnitor or any other
forbearances in Mortgagee's enforcement of the Loan Documents; (f) acceptance
from Indemnitor (or any other party) of any partial payment or payments of the
Note or any collateral securing the payment thereof or the settlement,
subordination, discharge or release of the Note; (g) notice of any of the
matters set forth in parts (c) through (f) of this Section 3; (h) all suretyship
defenses of every kind and nature; and (i) the defense of the statute of
limitations in any action brought to enforce this Indemnification Agreement.
Indemnitor agrees that Mortgagee may have done, or at any time may do, any or
all of the foregoing actions in such manner, upon such terms and at such times
as Mortgagee, in its sole discretion, deems advisable, without in any way
impairing, affecting, reducing or releasing Indemnitor from Indemnitor's
obligations under this Indemnification Agreement and Indemnitor hereby consents
to each of the foregoing actions.

          4. ENFORCEMENT.

                    (a) Indemnitor agrees that this Indemnification Agreement
          may be enforced by Mortgagee without first resorting to or exhausting
          any other security or collateral or without first having recourse to
          the Note or any of the property covered by the Mortgage through
          foreclosure proceedings or otherwise; provided, however, that nothing
          herein contained shall prevent Mortgagee from suing on the Note or
          foreclosing the Mortgage or from exercising any other rights
          thereunder.
                 
                    (b) Indemnitor agrees that the indemnifications set forth
          herein are separate, independent of and in addition to Indemnitor's
          undertakings under the Note. Indemnitor agrees that a separate action
          may be brought to enforce the provisions of this Indemnification
          Agreement which shall in no way be deemed to be an action on the Note,
          whether or not Mortgagee would be entitled to a deficiency judgment
          following a judicial foreclosure or sale under the Mortgage.

                    (c) This Indemnification Agreement shall be enforced and
          construed in accordance with the laws of the state in which the
          Mortgaged Property is located. Indemnitor hereby submits to personal
          jurisdiction in said state for the enforcement of this Indemnification
          Agreement and hereby waives any claim or right under the laws of any
          other state or of the United States to object to such jurisdiction. If
          such litigation is commenced, Indemnitor agrees that service of
          process may be made by serving a copy of the summons and complaint
          upon Indemnitor, through any lawful means, including upon its
          registered agent within said state, whom Indemnitor hereby appoints as
          its agent for these purposes. Nothing contained herein shall prevent
          Mortgagee's bringing any action or exercising any rights against
          Indemnitor personally or against any property of Indemnitor within any
          other county, state, or country. The means of obtaining personal
          jurisdiction and perfecting service of process set forth above are not
          intended to be exclusive but are in addition to all other means of
          obtaining personal jurisdiction and perfecting service of process now
          or hereafter provided by applicable law.

          5. DURATION. Subject to Section 1(e) hereof, Indemnitor agrees that
this Indemnification Agreement shall survive a foreclosure or the taking of a
deed in lieu of foreclosure, the discharge of Indemnitor's obligations under any
of the Loan Documents, or any transfer of the Mortgaged Property.

          6. NOTICE BY INDEMNITOR. Indemnitor shall promptly after obtaining
knowledge thereof advise Mortgagee in writing of (a) any governmental or
regulatory actions instituted or threatened in writing under any Environmental
Law affecting the Mortgaged Property or the matters indemnified hereunder,
including without limitation any notice of inspection, abatement or
non-compliance; (b) all claims made or threatened in writing by any third party
against Indemnitor or the Mortgaged Property relating to damage, contribution,
cost recovery, compensation, loss or injury resulting from the presence,
release, threat of release or discharge on or from the Mortgaged Property of any
Hazardous Materials; and (c) Indemnitor's discovery of the presence of Hazardous
Materials on the Mortgaged Property or on any real property adjoining or in the
vicinity of the Mortgaged Property, or of any occurrence or condition on any
such property which could subject Indemnitor or the Mortgaged Property to a
claim under any Environmental Law or to any restrictions on ownership,
occupancy, transferability or use of the Mortgaged Property under any
Environmental Law. Indemnitor shall deliver to Mortgagee any documentation or
records as Mortgagee may request and which are susceptible of being obtained by
Indemnitor without undue cost or expense and without the necessity for
initiating legal proceedings to obtain the same in connection with all such
actions, claims, discoveries, notices, inquiries and communications and shall
advise Mortgagee of any subsequent developments regarding the same.

          7. PAYMENT OF MORTGAGEE'S EXPENSES. If Mortgagee retains counsel for
advice or other representation (a) in any litigation, contest, dispute, suit, or
proceeding (whether instituted by Mortgagee, Indemnitor, or any other party)
relating to any of the occurrences for which indemnification is given in this
Indemnification Agreement or otherwise relating in any way to this
Indemnification Agreement and the indemnities described herein or (b) to enforce
Indemnitor's obligations hereunder, the attorneys' fees arising from such
services and all related expenses and court costs shall be paid by Indemnitor
upon demand of Mortgagee.

          8. NO WAIVER.

                  (a) Indemnitor's obligations hereunder shall in no way be
         impaired, reduced or released by reason of (i) Mortgagee's omission or
         delay to exercise any right described herein or (ii) any act or
         omission of Mortgagee in connection with any notice, demand, warning or
         claim regarding violations of codes, laws or ordinances governing the
         Mortgaged Property.

                  (b) Nothing contained herein shall constitute or be construed
         as a waiver of any statutory or judicial federal, state or local law
         which may provide rights or remedies to Mortgagee against Indemnitor or
         others in connection with any claim relating to the Mortgaged Property
         and pertaining to the presence and/or release, threatened release,
         storage, disposal, generating or removal of any Hazardous Materials or
         to the failure to comply with any Environmental Laws now or hereafter
         enacted.

          9. NOTICE. All notices hereunder shall be given at the following
address. If to Indemnitor, c/o 10 Speen Street, LLC, 10 Speen Street,
Framingham, Massachusetts 01701, Attention: Terrence C. McCarthy; if to
Mortgagee, John Hancock Real Estate Finance, Inc., 200 Clarendon Street, T-53,
Boston, Massachusetts 02116, Re: Loan No. 3212462. Either party may change their
address for notice purposes upon giving fifteen (15) days prior notice thereof
in accordance with this section. All notices given hereunder shall be in writing
and shall be considered properly given if delivered either personally to such
other party, or sent by nationally recognized overnight courier delivery service
or by certified mail of the United States Postal Service, postage prepaid return
receipt requested, addressed to the other party as set forth above (or to such
other address or person as either party entitled to notice may by notice to the
other party specify). Unless otherwise specified, notices shall be deemed given
as follows: (i) if delivered personally, when delivered, (ii) if delivered by
nationally recognized overnight courier delivery service, on the day following
the day such material is sent or (iii) if delivered by certified mail, on the
third day after the same is deposited in the United States Postal Service as
provided above.

          10. AMENDMENT AND WAIVER. This Indemnification Agreement may be
amended and observance of any term of this Indemnification Agreement may be
waived only with the written consent of Mortgagee.

          11. SEVERABILITY. All provisions contained in this Indemnification
Agreement are severable, and the invalidity or unenforceability of any provision
shall not affect or impair the validity or enforceability of the remaining
provisions of this Indemnification Agreement.

          12. SUCCESSORS AND ASSIGNS. This Indemnification Agreement shall inure
to the benefit of and may be enforced by, and the term "Mortgagee" as used in
this Agreement shall include, John Hancock Real Estate Finance, Inc. and its
successors and assigns, including (a) any subsequent holder of the Note and
Mortgage, and (b) any person or entity that acquires the Mortgaged Property at a
foreclosure sale or by deed in lieu of foreclosure and the immediate grantee of
such person or entity. This Agreement shall be binding upon and enforceable
against Indemnitor and its legal representatives or successors. This Agreement
may not be assigned or transferred by Indemnitor, in whole or in part.

          13. DEFINITIONS. "HAZARDOUS MATERIALS" shall mean and include, but
shall not be limited to, any petroleum product and all hazardous or toxic
substances, wastes or substances, any substances which because of their
quantitative concentration, chemical, radioactive, flammable, explosive,
infectious or other characteristics, constitute or may reasonably be expected to
constitute or contribute to a danger or hazard to public health, safety or
welfare or to the environment, including, without limitation, any asbestos
(whether or not friable) and any asbestos-containing materials, waste oils,
solvents and chlorinated oils, polychlorinated biphenyls (PCBs), toxic metals,
etchants, pickling and plating wastes, explosives, reactive metals and
compounds, pesticides, herbicides, radon gas, urea formaldehyde foam insulation
and chemical, biological and radioactive wastes, or any other similar materials
or any hazardous or toxic wastes or substances which are included under or
regulated by any federal, state or local law, rule or regulation (whether now
existing or hereafter enacted or promulgated, as they may be amended from time
to time) pertaining to environmental regulations, contamination, clean-up or
disclosures and any judicial or administrative interpretation thereof, including
any judicial or administrative orders or judgments, including, without
limitation, the Comprehensive Environmental Response, Compensation and Liability
Act of 1980, 42 U.S.C. section 9601 et SEQ. ("CERCLA"); The Federal Resource
Conservation and Recovery Act, 42 U.S.C. section 6901 ET SEQ. ("RCRA");
Superfund Amendments and Reauthorization Act of 1986, Public Law No. 99-499
("SARA"); Toxic Substances Control Act, 15 U.S.C. section 2601 ET SEQ. ("TSCA");
the Hazardous Materials Transportation Act, 49 U.S.C. section 1801 ET SEQ.; and
any other state superlien or environmental clean-up or disclosure statutes (all
such laws, rules and regulations being referred to collectively as
"ENVIRONMENTAL LAWS").

          14. JOINT AND SEVERAL LIABILITY. If more than one person is included
in the definition of Indemnitor, the liability of all such persons hereunder
shall be joint and several.

          15. SPECIAL STATE PROVISIONS.

                  (a) In the event of any inconsistencies between the other
         paragraphs of the Indemnification Agreement and this PARAGRAPH 15, the
         terms and conditions of this PARAGRAPH 15 shall control and be binding.

                  (b)  The term "ENVIRONMENTAL LAWS" shall be deemed to include,
         without limitation, the following statutes: Massachusetts Oil and 
         Hazardous Materials Release Prevention and Response Act (G.L. c. 21E),
         Massachusetts Hazardous Waste  Management Act (G.L. c. 21C),
         Massachusetts Wetlands Protection Act (G.L. c. 121,  ss.40),
         Massachusetts Clean Waters Act (G.L. c. 21, ss.ss.26-53),
         Massachusetts Clean Air  Act (G.L. c. 111, ss.142) and the
         Massachusetts Environmental Policy Act (G.L. c. 30  ss.61).

    [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE(S) FOLLOW(S)]

<PAGE>
          IN WITNESS WHEREOF, Indemnitor has executed this instrument under seal
the day and year first above written.

                                          10 SPEEN STREET, LLC

                                          By: ASA Properties, Inc., its
                                              Managing Member

                                              By: /S/ TERRENCE C. MCCARTHY
                                                 ---------------------------
                                                 Name: Terrence C. McCarthy
                                                 Its:  Vice President and 
                                                       Treasurer


                                          ASA INTERNATIONAL, LTD.

                                          By: /S/ TERRENCE C. MCCARTHY
                                             --------------------------------
                                             Name:  Terrence C. McCarthy
                                             Its:  Vice President and Treasurer