Exhibit 10.5


     

    Exhibit
      10.5


     

     

    LOAN
      AGREEMENT

     

        This
      LOAN
      AGREEMENT entered into at Chicopee, Massachusetts, as of June
      4, 2003, between
      Duane
      C
      Bennett, an individual, with an address of 18
      Brookmont Drive, Wilbraham, Massachusetts 01095-1737
      (the
      "Borrower") and CHICOPEE SAVINGS BANK, a Massachusetts Savings Bank with an
      address of 70 Center Street, Chicopee, Massachusetts 01014-0300 (the
      "Bank").

     

        FOR
      VALUE
      RECEIVED, and in consideration of the granting by the Bank of financial
      accommodations to or for the benefit of the Borrower, including without
      limitation respecting the Obligations
      (as hereinafter defined), the Borrower represents and agrees with the Bank,
      as
      of the date hereof
      and as of the date of each loan, credit and/or other financial accommodation,
      as
      follows:

     

    1
      THE LOAN

     

    1.1  Loan.
      Subject
      to the terms and conditions of this Agreement, the Bank hereby agrees to make
      a
loan
      to
      the Borrower in the original principal amount of $272,000.00
      (the
      "Loan"). The Loan shall be evidenced
      by that certain Note, of even date herewith (the "Note") by Duane C Bennett
      in
      favor of the Bank
      in
      the original principal amount of $272,000.00.
      This
      Agreement, the Note, and any and all other documents,
      amendments or renewals executed and delivered in connection with any of the
      foregoing are collectively
      hereinafter referred to as the "Loan Documents".

     

    1.2  Definitions.
      The
      following definitions shall apply:

     

    
      	(a)  	
              "Code"
                shall mean the Massachusetts Uniform Commercial Code, General Laws,
                Chapter 106 as amended from time to
                time.

            


    

     

    
      	(b)  	
              "Obligation(s)1'
                shall mean, without limitation, all loans, advances, indebtedness,
                notes,
                liabilities
                and amounts, liquidated or unliquidated, owing by the Borrower to
                the Bank
                at any time,
                of each and every kind, nature and description, whether arising under
                this
                Agreement or otherwise,
                and whether secured or unsecured, direct or indirect (that is, whether
                the
                same are due
                directly by the Borrower to the Bank; or are due indirectly by the
                Borrower to the Bank as endorser,
                guarantor or other surety, or as borrower of obligations due third
                persons
                which have
                been endorsed or assigned to the Bank, or otherwise), absolute or
                contingent, due or to become
                due, now existing or hereafter arising or contracted, including,
                without
                limitation, payment
                when due of all amounts outstanding respecting any of the Loan Documents.
                Said term
                shall also include all interest and other charges chargeable to the
                Borrower or due from the
                Borrower to the Bank from time to time and all costs and expenses
                referred
                to in this Agreement.

            


    

     

    
      	(c)  	
              "Person"
                or "party" shall mean individuals, partnerships, corporations, limited
                liability companies
                and all other entities. All
                words and terms used in this Agreement other than those specifically
                defined herein shall have
                the meanings accorded to them in the
                Code.

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    2.
      REPRESENTATIONS AND WARRANTIES

     

    2.1
      Records
      All
      books and records of the Borrower's Business, including but not limited to
      its
      books of
      account, are accurate and up to date and will be so maintained.

     

    2.2  Title
      to Properties: Absence of Liens.
      Borrower has good and clear record and marketable title to
      all of
      its properties and assets, and all of its properties and assets are free and
      clear of all mortgages, liens,
      pledges, charges, encumbrances and setoffs, except (a) the mortgages, deeds
      of
      trust and security interests
      as set forth on Schedule 2.2, if any, and (b) the leases of personal property
      as
      set forth on Schedule
      2.2, if any.

     

    2.3  Places
      of Business.
      Borrower's chief executive office is correctly stated in the preamble to this
      Agreement,
      and Borrower shall, during the term of this Agreement, keep the Bank currently
      and accurately
      informed in writing of each of its other places of business, and shall not
      change the location of such
      chief executive office or open or close, move or change any existing or new
      place of business without
      giving the Bank at least thirty (30) days prior written notice
      thereof.

     

    2.4
      Valid
      Obligations.
      The
      Loan Documents represent legal, valid and binding obligations of Borrower
      and are fully enforceable according to their terms, except as limited by laws
      relating to the enforcement
      of creditors' rights.

     

    2.5  Conflicts.
      There
      is no provision in Borrower's organizational or charter documents, if any,
      or in
any
      indenture, contract or agreement to which Borrower is a party which prohibits,
      limits or restricts the execution,
      delivery or performance of the Loan Documents.

     

    2.6  Governmental
      Approvals.
      The
      execution, delivery and performance of the Loan Documents does not
      require any approval of or filing with any governmental agency or
      authority.

     

    2.7  Litigation.
      There
      are no actions, suits or proceedings pending or to the knowledge of Borrower
      threatened
      against Borrower which might materially adversely affect the ability of Borrower
      to conduct its business
      or to pay or perform the Obligations.

     

    2.8  Taxes.
      Borrower has filed all Federal, state and other tax returns required to be
      filed
      (except for such
      returns for which current and valid extensions have been filed), and all taxes,
      assessments and other
      governmental charges due from the Borrower have been fully paid. The Borrower
      has established on
      its
      books reserves adequate for the payment of all Federal, state and other tax
      liabilities (if any).

     

    2.9  Use
      of
      Proceeds.
      No
      portion of any loan is to be used for (i) the purpose of purchasing or
carrying
      any "margin security" or "margin stock" as such terms are used in Regulations
      U
      and X of the Board
      of
      Governors of the Federal Reserve System, 12 C.F.R. 221 and 224 or (ii) primarily
      personal, family
      or
      household purposes.

     

    3.
      AFFIRMATIVE
      COVENANTS

     

    3.1  Payments
      and Performance.
      Borrower will duly and punctually pay all Obligations becoming due to
      the
      Bank and will duly and punctually perform all Obligations on its part to be
      done
      or performed under this
      Agreement.

     

    3.2  Books
      and Records; Inspection.
      Borrower will at all times keep proper books of account in which full,
      true and correct entries will be made of its transactions in accordance with
      generally accepted accounting
      principles, consistently applied and which are, in the opinion of a Certified
      Public Accountant acceptable
      to Bank, adequate to determine fairly the financial condition and the results
      of
      operations of Borrower.
      Borrower will at all reasonable times make its books and records available
      in
      its offices for inspection
      and examination by the Bank and the Bank's representatives and will permit
      inspection of all of its
      properties by the Bank and the Bank's representatives. Borrower will from time
      to time furnish the Bank
      with
      such information and statements as the Bank may request in its sole discretion
      with respect to the
      Obligations.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    3.3  Financial
      Statements.
      Borrower
      will furnish to Bank:


    
      	 	
                
                (a)

            	
              in
                the event Borrower is operating a sole proprietorship doing business
                under
                a so-called "d/b/a":

            


    

     

    (i) as
      soon
      as available to Borrower, but in any event within 120 days after the dose of
      each
      fiscal year, a full and complete signed copy of financial statements, which
      shall include a balance sheet of the Borrower, as at the end of such year,
      and
      statement of profit and loss of the Borrower reflecting the results of its
      operations during such year and shall be prepared by the
      Borrower and certified by Borrower's chief financial officer as to correctness
      in accordance with
      generally accepted accounting principles, consistently applied;

     

    
      	(b)  	
              Borrower's
                filed Federal and state tax returns for the prior year on or before
                May 1
                each such year
                or by such other date approved by the
                Bank;

            


    

     

    
      	(c)  	
              from
                time to time, such financial data and information about Borrower
                as Bank
                may reasonably
                request including without limitation copies of any rent rolls and
                leases;
                and

            


    

     

    
      	(d)  	
              any
                financial data and information about any guarantors of the Obligations
                as
                Bank may reasonably request.

            


    

     

    3.4  Conduct
      of Business.
      The
      Borrower will comply with all laws and regulations of the United States,
      and of any state or states thereof, and of any political subdivision thereof
      and
      of any governmental authority
      which may be applicable to it or to "its business; provided that this covenant
      shall not apply to any
      tax,
      assessment or charge which is being contested in good faith and with respect
      to
      which reserves have
      been
      established and are being maintained.

     

    3.5  Contact
      with Accountant.
      The
      Borrower hereby authorizes the Bank to directly contact and communicate
      with any accountant employed by Borrower in connection with the review and/or
      maintenance
      of Borrower's books and records or preparation of any financial reports
      delivered by or at the
      request of Borrower to Bank.

     

    3.6  Operating
      and Deposit Accounts.
      The
      Borrower shall maintain with the Bank its primary operating
      and deposit accounts. At the option of the Bank, all loan payments and fees
      will
      automatically be
      debited from the Borrower's primary operating account and all advances will
      automatically be credited to
      the
      Borrower's primary operating account.

     

    3.7  Taxes.
      Borrower will promptly pay all real and personal property taxes, assessments
      and
charges
      and alt franchise, income, unemployment, old age benefits, withholding, sales
      and other taxes assessed
      against it or payable by it before delinquent; provided that this covenant
      shall
      not apply to any tax
      assessment or charge which is being contested in good faith and with respect
      to
      which reserves have been
      established and are being maintained.

     

    3.8  Maintenance.
      Borrower will keep and maintain its properties, If any, in good repair, working
      order and
      condition. The Borrower will immediately notify the Bank of any loss or damage
      to or any occurrence which
      would adversely affect the value of any such property.

     

    3.9  Insurance.
      Borrower will maintain in force casualty insurance on any property of the
      Borrower, if any,
      against risks customarily insured against by companies engaged in businesses
      similar to that of the Borrower
      containing such terms and written by such companies as may be satisfactory
      to
      the Bank, such insurance
      to be payable to the Bank as its interest may appear in the event of loss and
      to
      name the Bank as
      insured pursuant to a standard loss payee clause; no loss shall be adjusted
      thereunder without the Bank's
      approval; and all such policies shall provide that they may not be canceled
      without first giving at least
      thirty (30) days' written notice of cancellation to the Bank. In the event
      that
      the Borrower fails to provide
      evidence of such insurance, the Bank may. at is option, secure such insurance
      and charge the

    cost
      thereof to the Borrower. At the option of the Bank, all insurance proceeds
      received from any loss or damage
      to
      any property shall be applied either to the replacement or repair thereof or
      as
      a payment on account
      of the Obligations. From and after the occurrence of an Event of Default, the
      Bank is authorized to
      cancel
      any insurance maintained hereunder and apply any returned or unearned premiums,
      all of which
      are
      hereby assigned to the Bank, as a payment on account of the
      Obligations.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    3.10  Notification
      of Default.
      Within
      five (5) days of becoming aware of the existence of any condition or
      event
      which constitutes an Event of Default, or any condition or event which would
      upon notice or lapse
      of
      time, or both, constitute an Event of Default, Borrower shall give Bank written
      notice thereof specifying
      the nature and duration thereof and the action I or proposed to be taken with
      respect thereto.

     

    3.11  Notification
      of Material Litigation.
      Borrower will promptly notify the Bank in writing of any litigation or
      of any
      investigative proceedings of a governmental agency or authority commenced or
      threatened against
      it which would or might be materially adverse to the financial condition of
      Borrower or any guarantor
      of the Obligations.

     

    3.12  Pension
      Plans.
      With
      respect to any pension or benefit plan maintained by Borrower, or to which
      Borrower
      contributes ("Plan"), the benefits under which are guarantied, in whole or
      in
      part, by the Pension Benefit
      Guaranty Corporation created by the Employee Retirement Income Security Act
      of
      1974, P.L. 93- 406,
      or
      any governmental authority succeeding to any or all of Tie functions of the
      Pension Benefit Guaranty
      Corporation ("Pension Benefit Guaranty Corporation"), Borrower will (a) fund
      each Plan as required
      by the provisions of Section 412 of the Internal Revenue Code of 1986, as
      amended; (b) cause each
      Plan
      to pay all benefits when due; (c) furnish Bank (i) promptly with a copy of
      any
      notice of each Plan's
      termination sent to the Pension Benefit Guaranty Corporation and (ii) no later
      than the date of

    submission
      to the Department of Labor or to the Internal Revenue Service, as the case
      may
      be, a copy of any
      request for waiver from the funding standards or extension of the amortization
      periods required by Section
      412 of the Internal Revenue Code of 1986, as amended; and (d) subscribe to
      any
      contingent liability
      insurance provided by the Pension Benefit Guaranty Corporation to protect
      against employer liability
      upon termination of a guarantied pension plan, if available to
      Borrower.

     

    3.13  Environmental.
      As of
      the date hereof neither the Borrower nor any of Borrower's agents, employees
      or independent contractors (1) have caused or are aware of a release or threat
      of release of Hazardous
      Materials (as defined herein) on any of the premises or personal property owned
      or controlled by
      Borrower, or any abutting property, which could give rise to liability under
      any
      Environmental Law (as efined
      herein) or any other Federal, state or local law, rule or regulation; (2) have
      arranged for the ransport
      of or transported any Hazardous Materials in a manner as to violate, or result
      In potential iabilities
      under, any Environmental Law; (3) have received any notice, order or demand
      from
      the nvironmental
      Protection Agency or any other Federal, state or local agency under any
      Environmental aw;
      (4)
      have incurred any liability under any Environmental Law in connection with
      the
      mismanagement, mproper
      disposal or release of Hazardous Materials; or (5) are aware of any inspection
      or investigation of ny
      of the
      premises or personal property owned or controlled by Borrower or abutting
      property by any ederal,
      state or local agency for possible violations of any Environmental
      Law.

     

    To
      the
      best of Borrower's knowledge, no prior owner or tenant of any premises or
      property presently
      controlled or owned by Borrower committed or omitted any act which caused the
      release of Hazardous
      Materials on such premises or property which could give rise to a lien thereon
      by any Federal, state
      or
      local government. No notice or statement of claim or lien affecting any property
      or premises owned
      or
      controlled by Borrower has been recorded or filed in any public records by
      any
      Federal, state or local
      government for costs, penalties, fines or other charges as to such
      property.

     

    Borrower
      agrees to indemnify and hold Bank harmless from all liability, loss, cost,
      damage and expense, including attorney fees and costs of litigation, arising
      from any and all of its violations of any Environmental
      Law (including those arising from any lien by any Federal, state or local
      government arising
      from the presence of Hazardous Materials) or from the presence of Hazardous
      Materials located on or emanating from any of the premises owned or controlled
      by the Borrower. Borrower further agrees to
      reimburse Bank upon demand for any costs incurred by Bank in connection with
      the
      foregoing.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    Borrower
      agrees that its obligations hereunder shall be continuous and shall survive
      the
      repayment of ail debts
      to
      Bank.

     

        The
      term
      "Hazardous Materials" Includes but is not limited to any and all substances
      (whether solid, liquid or gas) defined, listed, or otherwise classified as
      pollutants, hazardous wastes, hazardous substances, hazardous
      materials, extremely hazardous wastes, or words of similar meaning or regulatory
      effect under any present
      or future Environmental Law or that may have a negative impact on human health
      or the environment,
      including but not limited to petroleum and petroleum products, asbestos and
      asbestos-containing materials, polychlorinated biphenyls, lead, radon,
      radioactive materials, flammables and explosives.

     

        The
      term
      "Environmental Law" means any present and future Federal, state and local laws,
      statutes, ordinances,
      rules, regulations and the like, as well as common law, relating to protection
      of human health or the environment, relating to Hazardous Materials, relating
      to
      liability for or costs of remediation or prevention of
      releases of Hazardous Materials or relating to liability for or costs of other
      actual or threatened danger to human
      health or the environment. The term "Environmental Law" includes, but is not
      limited to. the following statutes,
      as amended, any successor thereto, and any regulations promulgated pursuant
      thereto, and any state
      or
      local statutes, ordinances, rules, regulations and the like addressing similar
      issues: the Comprehensive
      Environmental Response, Compensation and Liability Act; the Emergency Planning
      and Community
      Right-to-Know Act; the Hazardous Materials Transportation Act; the Resource
      Conservation and Recovery
      Act (including but not limited to Subtitle I relating to underground storage
      tanks): the Solid Waste Disposal
      Act; the Clean Water Act; the Clean Air Act the Toxic Materials Control Act
      the
      Safe Drinking Water
      Act; the Occupational Safety and Health Act; the Federal Water Pollution Control
      Act; the Federal Insecticide,
      Fungicide and Rodenticide Act; the Endangered Species Act; the National
      Environmental Policy Act;
      the
      River and Harbors Appropriation Act and the Massachusetts Hazardous Waste
      Management Act, M.G.L.
      Chapter 21C, and the Massachusetts Oil and Hazardous Material Release Prevention
      and Response Act, M.G.L. Chapter 21E.

     

    4.
      NEGATIVE COVENANTS

     

    4.1  Limitations
      on Indebtedness.
      Borrower shall not issue any evidence of indebtedness or create,assume,
      guarantee, become contingently liable for, or suffer to exist indebtedness
      in
      addition to indebtedness
      to the Bank, except indebtedness or liabilities of Borrower, other than for
      money borrowed, incurred
      or arising in the ordinary
      course of business.

     

    4.2  Loans
      or Advances.
      Borrower shall not make any loans or advances to any individual, firm or
orporation,
      including without limitation its employees; provided, however, that Borrower
      may
      make advances
      to its employees, with respect to expenses incurred or to be incurred by such
      employees in the ordinary
      course of business which expenses are reimbursable by Borrower; and provided
      further, however,
      that Borrower may extend credit in the ordinary course of business in accordance
      with customary
      trade practices.

     

    4.3  Capital
      Expenditures.
      The
      Borrower shall not, directly or indirectly, make or commit to make capital
      expenditures by lease, purchase, or otherwise, except in the ordinary and usual
      course of business
      for the purpose of replacing machinery, equipment or other personal property
      which, as a consequence
      of wear, duplication or obsolescence, is no longer used or necessary in the
      Borrower's business.

     

    4.4  Sale
      of Assets.
      Borrower shall not sell, lease or otherwise dispose of any of its
      assets,
      except in the
      ordinary and usual course of business and except for the purpose of replacing
      machinery, equipment or
      other
      personal property which, as a consequence of wear, duplication or obsolescence,
      is no longer used
      or
      necessary in the Borrower's business, provided that fair consideration Is
      received therefor; provided,
      however, in no event shall the Borrower sell, lease or otherwise dispose of
      any
      equipment purchased
      with the proceeds of any loans made by the Bank.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    4.5Restriction
      on Liens.
      Borrower shall not grant any security interest in, or mortgage of, any of its
      properties
      or assets. borrower shall not agree with any person other than the Bank to
      not
      grant any security
      interest in, or mortgage of. any of its properties or assets including the
      Collateral.

     

    4.6
      Other
      Business.
      Borrower shall not engage in any business other than the business in which
      it is
currently
      engaged or a business reasonably allied thereto.

     

    4.7Change
      of Name.
      Borrower shall not change its legal name or his or her primary residence,
without
      giving the Bank at least 30 days prior written notice thereof.

     

    5.
      DEFAULT

     

    5.1
      Default.
      "Event
      of Default" Shalt mean the occurrence of one or more of any of the following
      events:

     

    
      	(a)  	
              default
                of any liability, obligation or undertaking of the Borrower or any
                guarantor of the Obligations
                to the Bank, hereunder or otherwise, including failure to pay in
                full and
                when due any
                installment of principal or interest or default of the Borrower or
                any
                guarantor of the Obligations
                under any other Loan
                Document;

            


    

     

    
      	(b)  	
              failure
                of the Borrower or any guarantor of the Obligations to maintain aggregate
                collateral security
                value satisfactory to the
                Bank;

            


    

     

    
      	(c)  	
              default
                of any material liability, obligation or undertaking of the Borrower
                or
                any guarantor of the Obligations to any other
                party;

            


    

     

    
      	(d)  	
              if
                any statement, representation or warranty heretofore, now or hereafter
                made by the Borrower
                or any guarantor of the Obligations in connection with this Agreement
                or
                in any supporting
                financial statement of the Borrower or any guarantor of the Obligations
                shall be determined
                by the Bank to have been false in any material respect when
                made;

            


    

     

    
      	(e)  	
              If
                the Borrower or any guarantor of the Obligations is a corporation,
                trust,
                partnership or limited liability
                company, the Iiquidation, termination or dissolution of any such
                organization, or the merger
                or consolidation of such organization into another entity, or its
                ceasing
                to carry on actively
                its present business or the appointment of a receiver for its
                property;

            


    

     

    
      	(f)  	
              the
                death of the Borrower or any guarantor of the Obligations and, if
                the
                Borrower or any guarantor
                of the Obligations is a partnership or limited liability company,
                the
                death of any partner
                or member;

            


    

     

    
      	(g)  	
              the
                institution by or against the Borrower or any guarantor of the Obligations
                of any proceedings
                under the Bankruptcy Code 11 USC §101 et
                seq. or
                any other law in which the Borrower
                or any guarantor of the Obligations is alleged to be insolvent or
                unable
                to pay its debts
                as they mature, or the making by the Borrower or any guarantor of
                the
                Obligations of an assignment
                for the benefit of creditors or the granting by the Borrower or any
                guarantor of the 
                Obligations
                  of a trust mortgage for the benefit of
                  creditors;

              

            


    

     

    
      	           
              (h)	
              the
                service upon the Bank of a writ in which the Bank is named as trustee
                of
                the Borrower or any
                guarantor of the Obligations;

            


    

     

    
      	            (i)	
              a
                judgment or judgments for the payment of money shall be rendered
                against
                the Borrower or any
                guarantor of the Obligations, and any such judgment shall remain
                unsatisfied and in effect for
                any period of thirty (30) consecutive days without a stay of
                execution;

            


    

     

    
      	           
              (j)	
              any
                levy, lien (including mechanics lien), seizure, attachment, execution
                or
                similar process shall
                be issued or levied on any of the property of the Borrower or any
                guarantor of the Obligations;

            


    

     

    
      	          
              (k)	
              the
                termination of any guaranty of the
                Obligations;

            


    

     

    
      	            (l)	
              the
                occurrence of such a change in the condition or affairs (financial
                or
                otherwise) of the Borrower
                or any guarantor of the Obligations, or the occurrence of any other
                event
                or circumstance,
                such that the Bank, in its sole discretion, deems that it is insecure
                or
                that the prospects for timely or full payment or performance of any
                obligation of the Borrower or any guarantor
                of the Obligations to the Bank has been or may be
                impaired.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    5.2  Acceleration.
      If an
      Event of Default shall occur, at the election of the Bank, all Obligations
      shall
become
      immediately due and payable without notice or demand, except with respect to
      Obligations payable
      on DEMAND, which shall be due and payable on DEMAND, whether or not an Event
      of
      Default has
      occurred.

     

    5.3  Nonexclusive
      Remedies.
      All of
      the Bank's rights and remedies not only under the provisions of this
      Agreement but also under any other agreement or transaction shall be cumulative
      and not alternative or
      exclusive, and may be exercised by the Bank at such time or times and in such
      order of preference as the
      Bank
      in its sole discretion may determine.

     

    6.
      MISCELLANEOUS

     

    6.1  Waivers.
      The
      Borrower waives notice of intent to accelerate, notice of acceleration, notice
      of nonpayment,
      demand, presentment, protest or notice of protest of any obligations, and all
      other notices, consents
      to any renewals or extensions of time of payment thereof, and generally waives
      any and all suretyship
      defenses and defenses in the nature thereof.

     

    6.2  Waiver
      of Homestead.
      To the
      maximum extent permitted under applicable Iaw, the Borrower hereby
      waives and terminates any homestead rights and/or exemptions respecting any
      of
      its property under
      the
      provisions of any applicable homestead laws, including without limitation,
      Chapter 188, Section 1,
      of the
      General Laws of Massachusetts.

     

    6.3  Severability.
      If any
      provision of this Agreement or portion of such provision or the application
      thereof
      to any person or circumstance shall to any extent be held invalid or
      unenforceable, the remainder of
      this
      Agreement (or the remainder of such provision) and the application thereof
      to
      other persons or circumstances
      shall not be affected thereby.

     

    6.4  Set-Off.
      The
      Borrower hereby grants to the Bank a continuing lien and security interest
      in
      any and all
      deposits or other sums at any time credited by or due from the Bank (or any
      of
      its banking or lending affiliates,
      or any bank acting as a participant under any loan arrangement between the
      Bank
      and the Borrower,
      or any third party acting on the Bank's behalf (collectively, the "Bank
      Affiliates")) to the Borrower and
      any
      cash, securities, instruments or other property of the Borrower in the
      possession of the Bank or any Bank
      Affiliate, whether for safekeeping or otherwise, or in transit to or from the
      Bank or any Bank Affiliate (regardless
      of the reason the Bank or Bank Affiliate had received the same or whether the
      Bank or Bank Affiliate
      has conditionally released the same) as security for the full and punctual
      payment and performance of
      all of
      the liabilities and obligations of the Borrower to the Bank or any Bank
      Affiliate and such deposits and other
      sums may be applied or set off against such liabilities and obligations of
      the
      Borrower to the Bank or any
      Bank
      Affiliate at any time, whether or not such are then due. whether or not demand
      has been made and
      whether or not other collateral is then available to the Bank or any Bank
      Affiliate.

     

    6.5  Indemnification.
      The
      Borrower shall indemnify, defend and hold the Bank harmless of and from
any
      claim
      brought or threatened against the Bank by the Borrower, any guarantor or
      endorser of the Obligations,
      or any other person (as well as from reasonable attorneys' fees and expenses
      in
      connection therewith)
      on account of the Bank's relationship with the Borrower, or any guarantor or
      endorser of the Obligations
      (each of which may be defended, compromised, settled or pursued by the Bank
      with
      counsel of
      the
      Bank's election, but at the expense of the Borrower), except for any claim
      arising out of the gross negligence or willful misconduct of the Bank. The
      within i ndemnification shad survive payment of the Obligations,
      and/or any termination, release or discharge executed by the Bank in favor
      of
      the Borrower.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    6.6  Costs
      and Expenses.
      The
      Borrower shall pay to the Bank any and all costs and expenses (including,
      without limitation, reasonable attorneys' fees and disbursements, court costs,
      litigation and other
      expenses) incurred or paid by the Bank in establishing, maintaining, protecting
      or enforcing any of the
      Bank's rights or the Obligations, including, without limitation, any and all
      such costs and expenses incurred
      or paid by the Bank in defending the Bank's security interest in, title or
      right
      to any collateral or in collecting
      or attempting to collect or enforcing or attempting to enforce payment of any
      Obligation.

     

    6.7  Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      an
      original, but all of which shall constitute but one agreement.

     

    6.8  Complete
      Agreement.
      This
      Agreement and the other Loan Documents constitute the entire agreement
      and understanding between and among the parties hereto relating to the subject
      matter hereof,
      and supersedes, all prior proposals, negotiations, agreements and understandings
      among the parties
      hereto with respect to such subject matter.

     

    6.9  Binding
      Effect of Agreement.
      This
      Agreement shall be binding upon and inure to the benefit of the
      respective heirs, executors, administrators, legal representatives, successors
      and assigns of the parties
      hereto, and shall remain in full force and effect (and the Bank shall be
      entitled to rely thereon) until terminated
      as to future transactions by written notice from either party to the other
      party
      of the termination hereof;
      provided that any such termination shall not release or affect any Obligations
      incurred or rights accrued
      hereunder prior to the effective date of such notice (as hereinafter defined)
      of
      such termination. The
      Bank
      may transfer and assign this Agreement and deliver it to the assignee, who
      shall
      thereupon have
      all
      of the rights of the Bank; and the Bank shall then be relieved and discharged
      of
      any responsibility or
      liability with respect to this Agreement. The Borrower may not assign or
      transfer any of its rights or obligations
      under this Agreement. Except as expressly provided herein or in the other Loan
      Documents, nothing,
      expressed or implied, is intended to confer upon any party, other than the
      parties hereto, any

    rights,
      remedies, obligations or liabilities under or by reason of this Agreement or
      the
      other Loan Documents.

     

    6.10  Further
      Assurances.
      Borrower will from time to time execute and deliver to Bank, and take or
cause
      to
      be taken, alt such other or further action as Bank may request m order to effect
      and confirm or vest
      more
      securely in Bank all rights contemplated by this Agreement and the other Loan
      Documents or to
      comply
      with applicable statute or law.

     

    6.11  Amendments
      and Waivors.
      This
      Agreement may be amended and Borrower may take any action herein
      prohibited, or omit to perform any act herein required to be performed by it,
      if
      Borrower shall obtain the
      Bank's prior written consent to each such amendment, action or omission to
      act.
      No delay or omission
      on the part of Bank in exercising any right hereunder shall operate as a waiver
      of such right or any
      other
      right and waiver on any one or more occasions shall not be construed as a bar
      to
      or waiver of any
      right
      or remedy of Bank on any future occasion.

     

    6.12  Terms
      of Agreement.
      This
      Agreement shall continue in full force and effect so long as any Obligations
      or obligation of Borrower to Bank shall be outstanding, or the Bank shall have
      any obligation to
      extend
      any financial accommodation hereunder, and is supplementary to each and every
      other agreement
      between Borrower and Bank and shall not be so construed as to limit or otherwise
      derogate from
      any
      of the rights or remedies of Bank or any of the liabilities, obligations or
      undertakings of Borrower under
      any
      such agreement, nor shall any contemporaneous or subsequent agreement between
      Borrower and
      the
      Bank be construed to limit or otherwise derogate from any of the rights or
      remedies of Bank or any
      o f t
      he I labilities, o bligations o r u ndertakings o f Borrower hereunder, u nless
      s uch o ther a greement specifically
      refers to this Agreement and expressly so provides.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    6.13
      Notices.
      Any
      notice under or pursuant to this Agreement shall be a signed writing or other
      authenticated
      record (within the meaning of Article 9 of the Code). Any such notice shall
      be
      deemed duly received and effective (i) if delivared in hand to, or received
      by,
      any officer or agent of the Borrower or the Bank,
      upon such delivery or receipt, or (ii) if mailed by registered or certified
      mail, return receipt requested,
      postage prepaid, and properly addressed to the Borrower or the Bank, two (2)
      business days after
      being so mailed. A party's proper address is that set forth for such party
      in
      this Agreement or such address
      as that party may from time to time hereafter designate by notice to the other
      party.

     

    6.14 Governing
      Law.
      This
      Agreement shall take effect as a sealed instrument and has been executed or
      completed and/or is to be performed in Massachusetts, and it and all
      transactions thereunder or pursuant
      thereto shall be governed as to interpretation, validity, effect, rights, duties
      and remedies of the parties thereunder and in all other respects by the domestic
      laws of Massachusetts.

     

    6.15 Reproductions.
      This
      Agreement and all documents which have been or may be hereinafter furnished
      by Borrower to the Bank may be reproduced by the Bank by any photographic,
      photostatic, microfilm,
      xerographic or similar process, and any such reproduction shall be admissible
      in
      evidence as the
      original itself in any judicial or administrative proceeding (whether or not
      the
      original is in existence and
      whether or not such reproduction was made in the regular course of
      business).

     

    6.16  Venue.
      Borrower irrevocably submits to the nonexclusive jurisdiction of any Federal
      or
      state court
      sitting in Massachusetts, over any suit, action or proceeding arising out of
      or
      relating to this Agreement.
      Borrower irrevocably waives, to the fullest extent it may effectively do so
      under applicable law,
      any
      objection it may now or hereafter have to the laying of the venue of any such
      suit, action or proceeding
      brought in any such court and any claim that the same has been brought in an
      inconvenient forum.
      Borrower hereby consents to any and all process which may be served in any
      such
      suit, action or proceeding,
      (i) by mailing a copy thereof by registered and certified mail, postage prepaid,
      return receipt requested,
      to the Borrower's address shown in this Agreement or as notified to the Bank
      and
      (ii) by serving
      the same upon the Borrower in any other manner otherwise permitted by law,
      and
      agrees that such
      service shall in every respect be deemed effective service upon
      Borrower.

     

    6.17  JURY
      WAIVER.
      THE BORROWER AND BANK EACH HEREBY KNOWINGLY, VOLUNTARILY
      AND INTENTIONALLY, AND AFTER AN OPPORTUNITY TO CONSULT WITH LEGAL
COUNSEL,
      (A) WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR
PROCEEDING
      IN CONNECTION WITH THIS AGREEMENT, THE OBLIGATIONS, ALL MATTERS
CONTEMPLATED
      HEREBY AND DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND (B)
AGREE
      NOT TO SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN
WHICH
      A JURY TRIAL CANNOT BE, OR HAS NOT BEEN, WAIVED. THE BORROWER CERTIFIES
THAT
      NEITHER THE BANK NOR ANY OF ITS REPRESENTATIVES, AGENTS OR COUNSEL HAS
REPRESENTED,
      EXPRESSLY OR OTHERWISE, THAT THE BANK WOULD NOT IN THE EVENT OF
ANY
      SUCH PROCEEDING SEEK TO ENFORCE THIS WAIVER OF RIGHT TO TRIAL BY
      JURY.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    Executed
      as an instrument under seal as of
      June 4, 2003.

     

    Witness:                                                                                         
      Borrower

     

     /s/
      Jeffrey S.
      Bohnet                                                                        /s/ Duane
      C Bennett

    Jeffrey
      S.
      Bohnet                                                                            
Duane C Bennett, individually

    



    Accepted:
      CHICOPEE SAVINGS BANK

     

    By:
      /s/ Guida Sajdak

    Name:
      Guida Sajdak

    Title:
      Assistant Vice President

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    

    


     

     

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    Loan
      No.______

    ADJUSTABLE
      TERM NOTE

     

    June
      4, 2003

     

    $272,000.00                                                                                                                                                                                       
         Chicopee.
      Massachusetts

     

        For
      value
      received, the undersigned Duane C
      Bennett, an
      individual , with an address of 18
      Brookmont
      Drive,
      Wilbraham, Massachusetts 01095-1737 (the
      "Borrower"), promises to pay to the order of CHICOPEE SAVINGS BANK, a
      Massachusetts Savings Bank with an address of 70 Center Street,
      Chicopee, Massachusetts 01014-0300 (together with its successors and assigns,
      the "Bank"), the principal
      amount of Two
      Hundred Seventy-Two Thousand Dollars and Zero Cents
      ($272,000.00) on or
      before
June
      4, 2013 (the
      "Maturity Date"), as set forth below, together with interest from the date
      hereof
      on
      the unpaid principal balance from time to time outstanding until paid in full.
      The Borrower shall pay
      consecutive monthly installments of principal and interest, as follows:
$3,158.15
      on
      July
      4, 2003, and
      the
      same amount (except the last installment which shatl be the unpaid balance)
      on
      the 4m
      of each
month
      thereafter. The aggregate principal balance outstanding shall initially bear
      interest thereon at a per annum rate equal to 7.00%.
      The
      interest rate on the aggregate principal balance shall change on June
      4, 2010
      (the
      "Change Date") to Three
      Percent (3.00%) above
      the
      Treasury Index. On the Change Date each
      monthly installment due and payable shall be recalculated (increased or reduced)
      to reflect the adjusted
      interest rate, the outstanding principal balance at such time and the remaining
      term of the 10
      year
      amortization period commencing on the date of this Note in accordance with
      the
      Bank's calculation in
      the
      Bank's sole discretion.

     

        Treasury
      Index means the monthly average yield on United States Treasury securities,
      adjusted to
      a
      constant maturity equal to the Applicable Treasury Rate Period (as hereinafter
      defined), or, in the event
      the
      Treasury index is no longer available, the base, reference or other rate then
      designated by the Bank,
      in
      its sole discretion, for general commercial loan reference purposes, it being
      understood that such rate
      is a
      reference rate, not necessarily the lowest, established from time to time,
      which
      serves as the basis
      upon which effective interest rates are calculated for Joans making reference
      thereto. The Applicable
      Treasury Rate Period is seven years.

     

        This
      Note is
      secured by all collateral granted to the Bank by the Borrower or any endorser
      or
guarantor
      hereof or by any other party and shall be secured by any additional collateral
      hereafter granted to the Bank by the Borrower or any endorser or guarantor
      hereof or by any other party.

     

        Principal
      and
      interest shall be payable at the Bank's main office or at such other place
      as
      the Bank
      may
      designate in writing in immediately available funds in lawful money of the
      United States of America
      without set-off, deduction or counterclaim. Interest on this Note is computed
      on
      a 30/360 simple interest
      basis; that is, with the exception of odd days in the first payment penod,
      monthly interest is calculated
      by applying the ratio of the annual interest rate over a year of 360 days,
      multiplied by the outstanding
      principal balance, multiplied by a month of 30 days. Interest for the odd days
      is calculated on the basis of the actual days to the next full month and a
      360-day year.

     

        At
      the option
      of the Bank, this Note shall become immediately due and payable without notice
      or demand
      upon the occurrence at any time of any of the following events of default (each,
      an "Event of Default"):
      (1) default of any liability, obligation or undertaking of the Borrower, any
      endorser or any guarantor
      hereof to the Bank, hereunder or otherwise, including failure to pay in full
      and
      when due any installment
      of principal or interest or default of the Borrower, any endorser or any
      guarantor hereof under any other loan document delivered by the Borrower, any
      endorser or any guarantor, or in connection with the
      loan
      evidenced by this Note; (2) failure of the Borrower, any endorser or any
      guarantor hereof to maintain
      aggregate collateral security value satisfactory to the Bank; (3) default of
      any
      material liability, obligation or undertaking of the Borrower, any endorser
      or
      any guarantor hereof to any other party; (4) if any
      statement, representation or warranty heretofore, now or hereafter made by
      the
      Borrower, any

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    endorser
      or any guarantor hereof in connection with the loan evidenced by this Note
      or in
      any supporting financial
      statement of the Borrower, any endorser or any guarantor hereof shall be
      determined by the Bank to have been false in any material respect when made;
      (5)
      if the Borrower, any endorser or any guarantor
      hereof is a corporation, trust, partnership or limited liability company, the
      liquidation, termination or
      dissolution of any such organization, or the merger or consolidation of such
      organization into another entity,
      or its ceasing to carry on actively its present business or the appointment
      of a
      receiver for Its property; (6) the death of the Borrower, any endorser or any
      guarantor hereof and, if the Borrower, any endorser
      or any guarantor hereof is a partnership or limited liability company, the
      death
      of any partner or member;
      (7) t he i nstitution b y o r a gainst t he B orrower, a ny endorser o r a
      ny
      guarantor h ereof o f a ny proceedings
      under the Bankruptcy Code 11 USC §101 et
      seq. or
      any
      other law in which the Borrower, any
      endorser or any guarantor hereof is alleged to be insolvent or unable to pay
      its
      debts as they mature, or
      the
      making by the
      Borrower,
      any endorser or any guarantor hereof of an assignment for the benefit of
creditors
      or the granting by the Borrower, any endorser or any guarantor hereof of a
      trust
      mortgage for the
      benefit of creditors; (8) the service upon the Bank of a writ in which the
      Bank
      is named as trustee of the
      Borrower, any endorser or any guarantor of the Obligations; (9) a judgment
      or
      judgments for the payment of money shall be rendered against the Borrower,
      any
      endorser or any guarantor hereof, and any
      such
      judgment shall remain unsatisfied and in effect for any period of thirty (30)
      consecutive days without
      a
      stay of execution; (10) any levy, lien (including mechanics lien), seizure,
      attachment, execution or
      similar process shall be issued or levied on any of the property of the
      Borrower, any endorser or any guarantor
      hereof; (11) the termination of any guaranty hereof; or (12) the occurrence
      of
      such a change in
      the
      condition or affairs (financial or otherwise) of the Borrower, any endorser
      or
      any guarantor hereof, or
      the
      occurrence of any other event or circumstance, such that the Bank, in its sole
      discretion, deems that
      it
      is insecure or that the prospects for timely or full payment or performance
      of
      any obligation of the Borrower,
      any endorser or any guarantor hereof to the Bank has been or may be
      impaired.

     

        Any
      payments
      received by the Bank on account of this Note shall, at the Bank's option, be
      applied
      first, to accrued and unpaid interest; second, to the unpaid principal balance
      hereof; third to any costs, expenses or charges then owed to the Bank by the
      Borrower; and the balance to escrows, if any. Notwithstanding
      the foregoing, any payments received after the occurrence and during the
      continuance of an
      Event
      of Default shall be applied in such manner as the Bank may determine. The
      Borrower hereby authorizes the Bank to charge any deposit account which the
      Borrower may maintain with the Bank for any
      payment required hereunder without prior notice to the Borrower.

     

        If
      pursuant
      to the terms of this Note, the Borrower is at any time obligated to pay interest
      on the principal
      balance at a rate in excess of the maximum interest rate permitted by applicable
      law for the loan evidenced
      by this Note, the applicable interest rate shall be immediately reduced to
      such
      maximum rate and
      all
      previous payments in excess of the maximum rate shall be deemed to have been
      payments in reduction
      of principal and not on account of the interest due hereunder.

     

        The
      Borrower
      represents to the Bank that the proceeds of this Note will not be used for
      personal,
      family or household purposes or
      for
      the
      purpose of purchasing or carrying margin stock or
      margin
      securities within the meaning of Regulations U and X of the Board of Governors
      of the Federal
      Reserve System, 12 C.F.R. Parts 221 and 224.

     

    The
      Borrower and each endorser and guarantor hereof grant to the Bank a continuing
      lien on and security interest in any and all deposits or other sums a* any
      time
      credited by or due from the Bank (or any of
      its
      banking or lending affiliates, or any bank acting as a participant under any
      loan arrangement between the Bank and the Borrower, or
      any
      third
      party acting on the Bank's behalf (collectively, the "Bank Affiliates"))
to
      the
      Borrower and each endorser or guarantor hereof and any cash, securities,
      instruments or other property of the Borrower and euch endorser and guarantor
      hereof in the possession of the Bank or any Bank
      Affiliate, whether for safekeeping or otherwise, or in transit to or from the
      Bank or any Bank Affiliate (regardless of the reason the Bank or Bank Affiliate
      had received the same or whether the Bank or Bank Affiliate
      has conditionally released the same) as security for the full and punctual
      payment and performance of all of the liabilities and obligations of the
      Borrower and any endorser and guarantor hereof to the Bank or any
      Bank
      Affiliate and such deposits and other sums may be applied or set off against
      such liabilities and obligations
      of the Borrower or any endorser or guarantor hereof to the Bank or any Bank
      Affiliate at any time,
      whether or not such are then due, whether or not demand has been made and
      whether or not other collateral
      is then available to the Bank or any Bank Affiliate.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

        No
      delay or
      omission on the part of the Bank in exercising any right hereunder shall operate
      as a waiver of such right or of any other right of the Bank, nor shall any
      delay, omission or waiver on any one occasion
      bed
      eemed a
      b ar t o o r waiver o f t he s ame o r a ny o ther r ight o n a ny f uture
      o
      ccasion. T he Borrower
      and every endorser or guarantor of this Note, regardless of the time, order
      or
      place of signing, waives
      presentment, demand, protest, notice of intent to accelerate, notice of
      acceleration and all other notices
      o
      f e very k ind in c onnection with t he d elivery, a cceptance, p erformance
      ore
      nforcement o f t his Note
      and
      assents to any extension or postponement of the time of payment or any other
      indulgence, to any substitution, exchange or release of collateral, and to
      the
      addition or release of any other party or person
      primarily or secondarily liable and waives all recourse to suretyship and
      guarantor defenses generally,
      including any defense based on impairment of collateral. To the maximum extent
      permitted by law,
      the
      Borrower and each endorser and guarantor of this Note waive and terminate any
      homestead rights and/or exemptions respecting any premises under the provisions
      of any applicable homestead laws,
      including without limitation. Chapter 188, Section 1, of the General Laws of
      Massachusetts.

     

        The
      Borrower
      and each endorser and guarantor of this Note shall indemnify, defend and hold
      the Bank
      and
      the Bank Affiliates and their directors, officers, employees, agents and
      attorneys harmless against
      any claim brought or threatened against the Bank by the Borrower, by any
      endorser or guarantor, or by any other person (as well as from attorneys'
      reasonable fees and expenses in connection therewith) on
      account of the Bank's relationship with the Borrower or any endorser or
      guarantor hereof (each of which
      may
      be defended, compromised, settled or pursued by the Bank with counsel of the
      Bank's selection,
      but at the expense of the Borrower and any endorser and/or guarantor), except
      for any claim arising
      out of the gross negligence or willful misconduct of the Bank.

     

        The
      Borrower
      and each endorser and guarantor of this Note agree to pay. upon demand, costs
      of
collection
      of all amounts under this Note including, without limitation, principal and
      interest, or in connection
      with the enforcement of, or realization on, any security for this Note,
      including, without limitation,
      to the extent permitted by applicable law, reasonable attorneys' fees and
      expenses. Upon the occurrence and during the continuance of an Event of Default,
      interest shati accrue at a rate per annum equal
      to
      the aggregate of 3.0% plus the rate provided for herein. If any payment due
      under this Note is unpaid
      for 15 days or more, the Borrower shall pay. in addition to any other sums
      due
      under this Note (and
      without limiting the Bank's other remedies on account thereof), a late charge
      equal to 5.0% of such unpaid
      amount.

     

        This
      Note
      shall be binding upon the Borrower and each endorser and guarantor hereof and
      upon their
      respective heirs, successors, assigns and legal representatives, and shall
      inure
      to the benefit of the Bank
      and
      its successors, endorsees and assigns.

     

        The
      liabilities of the Borrower and any endorser or guarantor of this Note are
      joint
      and several; provided,
      however, the release by the Bank of the Borrower or any one or more endorsers
      or
      guarantors shall
      not
      release any other person obligated on account of this Note. Any and all p resent
      and future debts
      of
      the Borrower to any endorser or guarantor of this Note are subordinated to
      the
      full payment and performance
      of all present and future debts and obligations of the Borrower to the Bank.
      Each reference in this Note to the Borrower, any endorser, and any guarantor,
      is
      to such person individually and also to all
      such
      persons jointly. No person obligated on account of this Note may seek
      contribution from any other
      person also obligated, unless and until all liabilities, obligations and
      indebtedness to the Bank of the person
      from whom contribution is sought have been satisfied in full. The release or
      compromise by the Bank
      of
      any collateral shall not release any person obligated on account of this
      Note.

     

        The
      Borrower
      and each endorser and guarantor hereof each authorizes the Bank to complete
      this
Note
      if
      delivered incomplete in any respect. A photographic or other reproduction of
      this Note may be made
      by
      the Bank, and any such reproduction shall be admissible in evidence with the
      same effect as the original
      itself in any judicial or administrative proceeding, whether or not the original
      is in existence.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    


        This
      Note is
      delivered to the Bank at one of its offices in Massachusetts, shall take effect
      as a seated
      instrument and shall be governed by the internal laws of the Commonwealth of
      Massachusetts.

     

        The
      Borrower
      and each endorser and guarantor of this Note each irrevocably submits to the
      nonexclusive jurisdiction of any Federal or state court sitting in
      Massachusetts, over any suit, action or proceeding
      arising out of or relating to this Note. Each of the Borrower and each endorser
      and guarantor irrevocably waives, to the fullest extent it may effectively
      do so
      under applicable law, any objection it may now
      or
      hereafter have to the laying of the venue of any such suit, action or proceeding
      brought in any such
      court and any claim that the same has been brought in an inconvenient forum.
      Each of the Borrower
      and each endorser and guarantor hereby consents to any and all process which
      may
      be served in
      any
      such suit, action or proceeding, (i) by mailing a copy thereof by registered
      and
      certified mail, postage
      prepaid, return receipt requested, to the Borrower's, endorser's or guarantor's
      address shown betow
      or
      as notified to the Bank and (ii) by serving the same upon the Borrower(s),
      endorsees) or guarantor(s)
      in any other manner otherwise permitted by law, and agrees that such service
      shall in every respect be deemed effective service upon the Borrower or such
      endorser or guarantor.

     

    THE
      BORROWER, EACH ENDORSER AND GUARANTOR AND THE BANK EACH HEREBY
KNOWINGLY,
      VOLUNTARILY AND INTENTIONALLY, AND AFTER AN OPPORTUNITY TO CONSULT
      WITH LEGAL COUNSEL, (A) WAIVES ANY AND ALL RIGHTS TO A TRIAL BY JURY IN
ANY
      ACTION OR PROCEEDING IN CONNECTION WITH THIS NOTE, ANY OF THE OBLIGATIONS
OF
      THE BORROWER, EACH ENDORSER AND GUARANTOR TO THE BANK, AND ALL MATTERS
      CONTEMPLATED HEREBY AND DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND (B)
AGREES
      NOT TO SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN
WHICH
      A JURY TRIAL CAN NOT BE. OR HAS NOT BEEN, WAIVED. THE BORROWER, EACH
ENDORSER
      AND GUARANTOR AND THE BANK EACH CERTIFIES THAT NEITHER THE BANK
NOR
      ANY OF ITS REPRESENTATIVES, AGENTS OR COUNSEL HAS REPRESENTED, EXPRESSLY
OR
      OTHERWISE, THAT THE BANK WOULD NOT IN THE EVENT OF A NY SUCH PROCEEDING
SEEK
      TO ENFORCE THIS WAIVER OF RIGHT TO TRIAL BY JURY.

     

        Executed
      as
      an instrument under seal as of June 4, 2003.

     

    


     

    Witness:                                                             
      Borrower:

     

     

    /s/
      Jeffrey S.
      Bohnet                                            /s/
      Duane C. Bennett, Induvidually

    Jeffrey
      S.
      Bohnet                                                 Duane
      C. Bennett


     

                                                                              
      18 Brookmonl Drive

                                                                               Wilbraham,
      Massachusetts 

                                                                               
      01095-1737

    


     

    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    COMMERCIAL
      MORTGAGE, SECURITY AGREEMENT AND AND
      RENTS

     

        This
      COMMERCIAL MORTGAGE. SECURITY AGREEMENT AND ASSIGNMENT OF LEASES AND
      RENTS
      (this "Mortgage") entered into at Chicopee, Massachusetts, as of June 4, 2003,
      between Duane
      C
      Bennett, an individual, with an address of 18 Brookmont
      Drive, Wilbraham.
      Massachusetts 01095-1737
      (the "Mortgagor") and CHICOPEE SAVINGS BANK, a Massachusetts Savings Bank with
      an address
      of 70 Center Street, Chicopee, Massachusetts 01014-0300 (the
      "Bank").

     

        The
      real
      property which is the subject matter of this Mortgage has the following
      address(es) 80 Cochran
      Street,
      Chicopee, Massachusetts 01020 and 84-86 Cochran
      Street, Chicopee, Massachusetts
      01020 (the "Address(es)").

     

    1.
      MORTGAGE, OBLIGATIONS AND FUTURE ADVANCES

     

    1.1 Mortgage.
      For valuable consideration paid and for other good and valuable consideration,
      the receipt
      and sufficiency of which are hereby acknowledged, the Mortgagor hereby
      irrevocably and unconditionally
      mortgages, grants, bargains, transfers, sells, conveys, sets over and assigns
      to
      the Bank and
      its
      successors and assigns forever, with MORTGAGE COVENANTS, all of Mortgagor's
      right, title and interest
      in and to the "Property" described below, to secure the prompt payment and
      performance of the Obligations
      (as hereinafter defined), including without limitation, all amounts due and
      owing to the Bank and
      all
      obligations respecting that certain Adjustable
      Term Note, dated
      June 4, 2003, by Duane C Bennett
      in favor of the Bank in the original principal amount of $272,000.00
      (the
      "Note"; and collectively, along
      with all other agreements, documents, certificates and instruments delivered
      in
      connection therewith,
      the "Loan Documents"), and any substitutions, modifications, extensions or
      amendments to any of
      the
      Loan Documents.

     

        The
      amount of
      principal obligations outstanding and evidenced by the Loan Documents and
secured
      by this Mortgage total $272,000.00
      as
      of the
      date of this Mortgage but this Mortgage shall nevertheless
      secure payment and performance of all Obligations.

     

    1.2 Security
      Interest in Property.
      As
      continuing security for the Obligations the Mortgagor hereby pledges,
      assigns and grants to the Bank, and its successors and assigns, a security
      interest in any of the Property
      (as hereinafter defined) constituting personal property or fixtures. This
      Mortgage is and shall be deemed
      to
      be a security agreement and financing statement pursuant to the terms of the
      Uniform Commercial
      Code of Massachusetts (the "Uniform Commercial Code") as to any and all personal
      property and
      fixtures and as to all such property the Bank shall have the rights and remedies
      of a secured party under
      the
      Uniform Commercial Code in addition to its rights hereunder. This Mortgage
      constitutes a financing
      statement filed as a fixture filing under Chapter 106. Section 9-502(c) of
      the
      Massachusetts General
      Laws of the Uniform Commercial Code covering any Property which now is or later
      may become a
      fixture.

     

    1.3
      Collateral
      Assignment of Leases and Rents.
      The
      Mortgagor hereby irrevocably and unconditionally
      assigns to the Bank, and its successors and assigns, as collateral security
      for
      the Obligations
      all of the Mortgagors rights and benefits under any and all Leases (as
      hereinafter defined) and
      any
      and all rents and other amounts now or hereafter owing with respect to the
      Leases or the use or occupancy
      of the Property This collateral assignment shall be absolute and effective
      immediately, but (he
      Mortgagor shall have a license, revocable by the Bank, to continue to collect
      rents owing under the Leases until an Event of Default (as hereinafter defined)
      occurs and the Bank exercises its rights and remedies
      to collect such rents as set forth herein

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    1.4  Conditions
      to Grant.
      To have
      and to hold the above granted Property unto and to the use and benefit
      of the Bank, and its successors and assigns, forever; provided, however, the
      conveyances, grants and
      assignments contained in this Mortgage are upon the express condition that,
      if
      Mortgagor shall pay and
      perform the Obligations in full, including, without limitation, all principal,
      interest and premium thereon and
      other
      charges, if applicable, in accordance with the terms and conditions in the
      Loan
      Documents and this
      Mortgage, shall pay and perform all other Obligations as set forth in this
      Mortgage and shall abide by and
      comply with each and every covenant and condition set forth herein and in the
      Loan Documents, the conveyances,
      grants and assignments contained in this Mortgage shall cease, terminate and
      be
      void.

     

    1.5  Property.
      The
      term "Property," as used in this Mortgage, shall mean that certain parcel of
      land and
      the
      fixtures, structures and improvements and all personal property constituting
      fixtures, as that term is
      defined in the Uniform Commercial Code, now or hereafter thereon located at
      the
      Address(es), as more particularly
      described in Exhibit A attached hereto, together with: (i) all rights now or
      hereafter existing, belonging,
      pertaining or appurtenant thereto; (ii) the following categories of assets
      as
      defined in the Uniform
      Commercial Code: goods (including inventory, equipment and any accessions
      thereto), instruments
      (including promissory notes), documents, accounts (including
      health-care-insurance receivables),
      chattel paper (whether tangible or electronic), deposit accounts,
      letter-of-credit rights (whether
      or not the letter of credit is evidenced by a writing), commercial tort claims,
      securities and all other
      investment property, general intangibles (including payment intangibles and
      software), supporting obligations
      and any and all proceeds of any thereof, whether now owned or hereafter
      acquired, that are located
      on or used In connection with, or that arise in whole or in part out of the
      Mortgagor's use of or business
      conducted on or respecting, the Property and any substitutions, replacements,
      accessions and proceeds
      of any of the foregoing; (iii) all judgments, awards of damages and settlements
      hereafter made as
      a
      result or in lieu of any Taking, as hereinafter defined, (iv) all of the rights
      and benefits of the Mortgagor
      under any present or future leases and agreements relating to the Property,
      including, without limitation,
      rents, issues and profits, or the use or occupancy thereof together with any
      extensions and renewals
      thereof, specifically excluding all duties or obligations of the Mortgagor
      of
      any kind arising thereunder
      (the "Leases"); and (v) all contracts, permits and licenses respecting the
      use.
      operation or maintenance
      of the Property.

     

    1.6  Obligations.
      The
      term "Obligafion(s),* as used in this Mortgage, shall mean without limitation
      all loans,
      advances, indebtedness, notes, liabilities and amounts, liquidated or
      unliquidated, now or hereafter owing
      by
      the Mortgagor to the Bank at any time, of each and every kind, nature and
      description, whether arising
      under this Mortgage or otherwise, and whether secured or unsecured, direct
      or
      indirect (that is. whether
      the same are due directly by the Mortgagor to the Bank; or are due indirectly
      by
      the Mortgagor to the
      Bank
      as endorser, guarantor or other surety, or as obligor of obligations due third
      persons which have been
      endorsed or assigned to the Bank, or otherwise), absolute or contingent, due
      or
      to become due, now
      existing or hereafter contracted, including, without limitation, payment of
      all
      amounts outstanding when
      due
      pursuant to the terms of any of the Loan Documents. Said term shall also include
      ali interest and
      other
      charges chargeable to the Mortgagor or due from the Mortgagor to the Bank from
      time to time and
      all
      costs and expenses referred to in this Mortgage, including without limitation
      the costs and expenses
      (including reasonable attorney'3 fees) of enforcement of the Bank's rights
      hereunder or pursuant
      to any document or instrument executed in connection herewith.

     

    1.7  Cross-Collateral
      and Future Advances.
      It is
      the express intention of the Mortgagor that this Mortgage
      secure payment and performance of all of the Obligations, whether now existing
      or hereinafter incurred
      by reason of future advances by the Bank or otherwise, and regardless of whether
      such Obligations
      are or were contemplated by the parties at the time of the granting of this
      Mortgage. Notice of the
      continuing grant of this Mortgage shall not be required to be stated on the
      face
      of any document evidencing
      any of the Obligations, nor shall such documents be required to otherwise
      specify that they are
      secured hereby.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    2. REPRESENTATIONS,
      WARRANTIES, COVENANTS

     

    2.1 Representations
      and Warranties.
      The
      Mortgagor represents and warrants that:

     

    
      	(a)  	
              This
                Mortgage has been duly executed and delivered by the Mortgagor and
                is the
                legal, valid and
                binding obligation of the Mortgagor enforceable fn accordance with
                its
                terms, except as limited
                by bankruptcy, insolvency, reorganization, moratorium and olher laws
                affecting the enforcement
                of creditors' rights
                generally;

            


    

     

    
      	(b)  	
              The
                Mortgagor Is the sole legal owner of the Property, holding good and
                marketable fee simple
                title to the Property, subject to no liens, encumbrances, leases,
                security
                interests or rights
                of others, other than as set forth in detail in Exhibit B hereto
                (the
                "Permitted Encumbrances");

            


    

     

    
      	(c)  	
              The
                Mortgagor is the sole legal owner of the entire I essor"s interest
                in the
                L eases with full power
                and authority to encumber the Property in the manner set forth herein
                and
                the Mortgagor
                has not executed any other assignment of the Leases or any of the
                rights
                or rents arising
                thereunder;

            


    

     

    
      	(d)  	
              As
                of the date hereof, there are no Hazardous Substances (as hereinafter
                defined) in, on or under
                the Property, except as disclosed in writing to and acknowledged
                by the
                Bank; and

            


    

     

    
      	(e)  	
              Each
                Obligation Is a commercial obligation and does not represent a loan
                used
                for personal, family
                or household purposes and is not a consumer transaction or otherwise
                subject to the provisions
                of the Federal Truth in Lending Act, Federal Reserve Board Regulation
                Z.
                Massachusetts
                General Laws, Chapter 140D, or other such consumer statutes or regulations
                and
                restrictions.

            


    

     

    2.2 Recording:
      Further Assurances.
      The
      Mortgagor covenants that it shall, at its sole cost and expense
      and upon the request of tne Bank, cause this Mortgage, and each amendment,
      modification or supplement
      hereto, to be recorded and filed in such manner and in such places, and shall
      at
      all times comply
      with all such statutes and regulations as may be required by law in order to
      establish, preserve and
      protect the Interest of the Bank in the Property and the rights of the Bank
      under this Mortgage. Mortgagor
      will from time to time execute and deliver to the Bank, and take or cause to
      be
      taken, all such other
      further action as the Bank may request in order to effect and confinm or vest
      more securely in the Bank
      all
      rights contemplated by this Mortgage or to vest more fully in, or assure to
      the
      Bank the security interest
      in, the Property or to comply with applicable statute or law. To the extent
      permitted by applicable law,
      Mortgagor authorizes the Bank to file financing statements, continuation
      statements or amendments without
      Mortgagor's signature appearing thereon, and any such financing statements,
      continuation statements
      or amendments may be signed or authenticated by the Bank on behalf of Mortgagor,
      if necessary,
      and may be filed at any time In any jurisdiction. The Bank may at any time
      and
      from time to time
      file
      financing statements, continuation statements and amendments thereto that
      describe the Property
      as "all assets of Mortgagor" or words of similar effect and which contain any
      other information required
      by Article 9 of the Uniform Commercial Code for the sufficiency or filing office
      acceptance of any financing
      statement, continuation statement or amendment, including whether Mortgagor
      is
      an organization,
      the type of organization and any organization identification number issued
      to
      Mortgagor; Mortgagor
      also authorizes the Bank to file financing statements describing any
      agricultural liens or other statutory
      liens held by the Bank. Mortgagor agrees to furnish any such information to
      the
      Bank promptly upon
      request, fn addition, Mortgagor shall at any time and from time to time, take
      such steps as the Bank may
      reasonably request for the Bank (i) to obtain an acknowledgement, in form and
      substance satisfactory
      to the Bank, of any bailee having possession of any of the Property that the
      bailee holds such Property
      for the Bank, (ii) to obtain "control" of any investment property, deposit
      accounts, letter-of-credit rights
      or
      electronic chattel paper (as such terms are defined in Article 9 of the Uniform
      Commercial Code relating
      to what constitutes "control" for such items of Property), with any agreements
      establishing control to
      be in
      form and substance satisfactory to the Bank, and (iH) otherwise to insure the
      continued perfection and
      priority of the Bank's security interest in any of the Property and the
      preservation of its rights therein. Mortgagor
      h ereby c onstitutes t he B ank i ts a ttomey-in-fact t o e xecute a nd file
      a
      II filings required o r s o requested
      for the foregoing purposes, ait acts of such attorney being hereby ratified
      and
      confirmed; and such
      power, being coupled with an interest, shall be irrevocable until this Mortgage
      terminates in accordance
      with its terms, all Obligations are paid in fuf! and the Property is
      released.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    2.3
      Restrictions
      on the Mortgagor.
      The
      Mortgagor covenants that it will not, nor will it permit any other
      person lo, directly or indirectly, without the prior written approval of the
      Bank in each instance:

     

    
      	(a)  	
              Sell,
                convey, assign, transfer, mortgage, pledge, hypothecate, lease or
                dispose
                of all or any part
                of any legal or beneficial interest in the Mortgagor or the Property
                or
                any part thereof or permit
                any of the foregoing, except as expressly permitted by the terms
                of this
                Mortgage;

            


    

     

    
      	(b)  	
              Permit
                the use. generation, treatment, storage, release or disposition of
                any oil
                or other material
                or substance constituting hazardous waste or hazardous materials
                or
                substances under
                any applicable Federal or state law. regulation or rule ("Hazardous
                Substances"); or

            


    

     

    
      	(c)  	
              Permit
                lo be created or suffer to exist any mortgage, lien, security interest,
                attachment or other encumbrance
                or charge on the Property or any part thereof or interest therein
                (except
                for the Permitted
                Encumbrances), including, without limitation, (i) any lien arising
                under
                any Federal, state
                or local statute, rule, regulation or law pertaining to the release
                or
                cleanup of Hazardous Substances
                and (ii) any mechanics' or materialmen's lien. The Mortgagor further
                agrees to give
                the Bank prompt written notice of the imposition, or notice, of any
                lien
                referred to in this Section
                and to take any action necessary to secure the prompt discharge or
                release
                of the same.
                The Mortgagor agrees to defend its title to Ihe Property and the
                Bank's
                interest therein against
                the claims of all persons and, unless the Bank requests otherwise,
                to
                appear in and diligently
                c ontest. a 11 he M ortgagor's s ole c ost a nd e xpense, a ny a
                ction o r
                p roceeding t hat purports
                to affect the Mortgagor's title to the Property or the priority or
                validity of this Mortgage or
                the Bank's interest
                hereunder.

            


    

     

    2.4
      Operation
      of Property.
      The
      Mortgagor covenants and agrees as follows:

     

    
      	(a)  	
              The
                Mortgagor will not permit the Property to be used for any unlawful
                or
                improper purpose, will
                at all times comply with all Federal, state and local laws, ordinances
                and
                regulations, and the
                provisions of any Lease, easement or other agreement affecting all
                or any
                part of the Property,
                and will obtain and maintain all governmental or other approvals
                relating
                to the Mortgagor,
                the Property or the use thereof, including without limitation, any
                applicable zoning
                or
                  building codes or regulations and any laws or regulations relating
                  to the
                  handling, storage, release
                  or cleanup of Hazardous Substances, and will give prompt written
                  notice to
                  the Bank of
                  (i) any violation of any such law. ordinance or regulation by the
                  Mortgagor or relating to the Property,
                  (ii) receipt of notice from any Federal, state or local authority
                  alleging
                  any such violation
                  and (iii) the presence or release on the Property of any Hazardous
                  Substances;

              

            


    

     

    
      	(b)  	
              The
                Mortgagor will at all times keep the Property insured for such losses
                or
                damage, in such amounts
                and by such companies as may be required by law or which the Bank
                may
                require, provided
                that, in any case, the Mortgagor shall maintain: (I) physical hazard
                insurance
                on an "all
                risks" basis in an amount not less than 100% of the full replacement
                cost
                of the Property; (ii)
                flood insurance if and as required by applicable Federal law and
                as
                otherwise required by the
                Bank; (iii) comprehensive commercial general liability insurance;
                (iv)
                rent loss and business
                interruption insurance; and (v) such other insurance as the Bank
                may
                require from time
                to time, including builder's risk insurance in the case of construction
                loans. All policies regarding
                such insurance shall be issued by companies licensed to do business
                in the
                state where
                the policy is issued and also in the slate where the Property is
                located,
                be otherwise acceptable
                to the Brink, provide deductible amounts acceptable to the Bank,
                name the
                Bank as
                mortgagee, loss payee and additional insured, and provide that no
                cancellation or material modification
                of such policies shall occur without at least thirty (30) days' prior
                written notice to the
                Bank. Such policies shall Include (i) a mortgage endorsement determined
                by
                the Bank in good faith to be equivalent to the "standard" mortgage
                endorsement so that the insurance, as to
                the interest of the Bank, shall not be invalidated by any act or
                neglect
                of the Mortgagor or the
                owner of the Property, any foreclosure or other proceedings or notice
                of
                sale relating to the Property,
                any change in the title to or ownership of the Property, or the occupation
                or use of the
                Property for purposes more hazardous than are permitted at the date
                of
                inception of such insurance
                policies; (ii) a replacement cost endorsement; (Hi) an agreed amount
                endorsement; (iv) a contingent liability from operation endorsement;
                and
                (v) such other endorsements as the Bank may request. The Mortgagor
                will
                furnish to the Bank upon request such original policies, certificates
                of insurance or other evidence of the foregoing as are acceptable
                to the
                Bank. The
                terms of all insurance policies shall be such that no coinsurance
                provisions apply, or if a policy
                does c ontain a c oinsurance p rovision, the Mortgagor s hall i nsure
                t he
                P roperty i n a n amount
                sufficient to prevent the application of the coinsurance
                provisions;

            


    

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    
      	(c)  	
              Mortgagor
                will not enter into or modify the Leases without the prior written
                consent
                of the Bank,
                execute any assignment of the Leases except in favor of the Bank,
                or
                accept any rentals
                under any Lease for more than one month in advance and will at all
                times
                perform and fulfill
                every term and condition of the
                Leases;

            


    

     

    
      	(d)  	
              Mortgagor
                wilt at oil limes (i) maintain complete and accurate records and
                books
                regarding the Property
                in accordance with generally accepted accounting principles and (ii)
                permit the Bank and
                the Bank's agents, employees and representatives, at such reasonable
                times
                as the Bank may
                request, to enter and inspect the Property and such books and records;
                and

            


    

     

    
      	(e)  	
              Mortgagor
                will at all times keep the Property in good and first-rate repair
                and
                condition (damage from
                casualty not excepted) and will not commit or permit any strip, waste,
                impairment, deterioration
                or alteration of trie Property or any part
                thereof.

            


    

     

    2.5  Payments.
      The
      Mortgagor covenants to pay when due: all Federal, state, municipal or other
      taxes,
      betterment and improvement assessments and other governmental levies, water
      rates, sewer charges,
      insurance premiums and other charges on the Property, this Mortgage or any
      Obligation secured
      hereby that could, if unpaid, result in a lien on the Properly or on any
      Interest therein. If and when
      requested by the Bank, the Mortgagor shall deposit from time to time with the
      Bank sums

    determined
      by the Bank to be sufficient to pay when due the amounts referred to in this
      Section. The Mortgagor
      shatt have the right to contest any notice, lien, encumbrance, claim, tax,
      charge, betterment assessment
      or premium filed or asserted against or relating to the Property, provided
      that
      it contests the same
      dHigently and i n good faith and by proper proceedings and, a t the Bank's
      request, provides the Bank
      with
      adequate cash security, in the Bank's reasonable judgment, against the
      enforcement thereof. The
      Mortgagor shall furnish to the Bank the receipted real estate tax bills or
      other
      evidence of payment of real
      estate taxes for the Property within thirty (30) days prior to the date from
      which interest or penalty would
      accrue for nonpayment thereof. The Mortgagor shall also furnish to the Bank
      evidence of all other payments
      referred to above within fifteen (15) days after written request therefor by
      the
      Bank.

     

    2.6  Notices;
      Notice of Default.
      The
      Mortgagor wilf deliver to the Bank, promptly upon receipt of the same,
      copies of all notices or other documents it receives that affect the Property
      or
      its use, or claim that the
      Mortgagor is in default in the performance or observance of any of the terms
      hereof or that the Mortgagor
      or any tenant is in default of any terms of the Leases. The Mortgagor further
      agrees to deliver to
      the
      Bank written notice promptly upon the occurrence of any Event of Default
      hereunder or event that with
      the
      giving of notice or lapse of time, or both, would constitute an Event of Default
      hereunder.

     

    2.7  Takings.
      In case
      of any condemnation or expropriation for public use of, or any damage by
reason
      of
      the action of any public or governmental entity or authority to, all or any
      part
      of the Property (a "Taking"),
      or the commencement of any proceedings or negotiations that might result in
      a
      Taking, the Mortgagor
      shall promptly give written notice to the Bank, describing the nature and extent
      thereof. The Bank
      may,
      at its option, appear in any proceeding for a Taking or any negotiations
      relating to a Taking and
      the
      Mortgagor shall promptly give to the Bank copies of all notices, pleadings,
      determinations and other
      papers relating thereto. The Mortgagor shall in good faith and with due
      diligence and by proper proceedings
      file and prosecute its claims for any award or payment on account of any Taking.
      The Mortgagor
      shall not settle any such claim without the Bank's prior written consent. The
      Mortgagor shall hold
      any
      amounts received with respect to such awards or daims, by settlement, judicial
      decree or otherwise,
      in trust for the Bank and promptly pay the same to the Bank. The Mortgagor
      authorizes any award
      or
      settlement due in connection with a Taking to be paid directly to the Bank
      in
      amounts not exceeding
      the Obligations. The Bank may apply such amounts to the Obligations in such
      order as the Bank
      may
      determine.

     

    2.8
      Insurance
      Proceeds.
      The
      proceeds of any insurance resulting from any loss with respect to the
Property
      shall be paid to the Bank and. at the option of the Bank, be applied to the
      Obligations in such order
      as
      the Bank may determine; provided, however, that if the Bank shall require repair
      of the Property, the
      Bank
      may release all or any portion of such proceeds to the Mortgagor for such
      purpose. Any insurance
      proceeds paid to the Mortgagor shall be held in trust for the Bank and promptly
      paid to it.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    3. CERTAIN
      RIGHTS OF THE BANK

     

    3.1  Legal
      Proceedings.
      The
      Bank shall have the right, but not the duty, to intervene or otherwise
participate
      in any legal or equitable proceeding that, in the Bank's reasonable judgment,
      might affect the Property
      or any of the rights created or secured by this Mortgage. The Bank shall have
      such right whether
      or not there shall have occurred an Event of Default hereunder.

     

    3.2  Appraisals/Assessments.
      The
      Bank shall have tha right, at the Mortgagor's sole cost and expense,
      lo obtain appraisals, environmental site assessments or other inspections of
      the
      portions of the Property
      that are real estate at such times as the Bank deems necessary or as may be
      required by applicable
      law, or its prevailing credit or underwriting policies.

     

    3.3  Financial
      Statements.
      The
      Bank shall have the right, at the Mortgagor's sole cost and expense,
to
      require delivery of financial statements in form and substance acceptable to
      the
      Bank from the Mortgagor
      or any guarantor of any of the Obligations and the Mortgagor hereby agrees
      to
      deliver such financial
      statements and/or cause any such guarantor lo so deliver any such financial
      statement when required
      by the Bank.

     

    3.4  Tax
      Return.
      The Mortgagor shall deliver to the Bank on or before May 1 of each year or
      such
other
      date approved by the Bank, the Mortgagor's filed Federal and any applicable
      state tax returns for the
      prior
      year.

     

    3.5  Leases
      and Rent Roll.
      The
      Mortgagor shall deliver to the Bank during each calendar year and at
such
      other times as the Bank shall request a rent roll for the Property, in form
      acceptable to the Bank, listing
      all tenants and occupants and describing all of the Leases.

     

    4. DEFAULTS
      AND REMEDIES

     

    4.1
      Events
      of Default.
      Event
      of Default shall mean the occurrence of any one or more of the following
events:

     

    
      	(a)  	
              default
                of any liability, obligation or undertaking of the Mortgagor or any
                guarantor of the Obligations
                to the Bank, hereunder or otherwise, including failure to pay in
                full and
                when due any
                installment of principal or interest or default of the Mortgagor
                or any
                guarantor of the Obligations
                under any other Loan
                Document;

            


    

     

    
      	(b)  	
              failure
                by the Mortgagor to perform, observe or comply with any of the covenants,
                agreements,
                terms or conditions set forth in this
                Mortgage;

            


    

     

    
      	(c)  	
              the
                (i) occurrence of any material loss, theft, damage or destruction
                of. or
                (ii) issuance or making
                of any levy, seizure, attachment, execution or similar process on
                a
                material portion of the
                Property;

            


    

     

    
      	(d)  	
              failure
                of the Mortgagor or any guarantor of the Obligations to maintain
                aggregate
                collateral security
                value satisfactory to the
                Bank;

            


    

     

    
      	(e)  	
              default
                of any material liability, obligation or undertaking of the Mortgagor
                or
                any guarantor of the
                Obligations to any other
                party;

            


    

     

    
      	(f)  	
              if
                any statement, representation or warranty heretofore, now or hereafter
                made by Ihe Mortgagor
                or any guarantor of the Obligations in connection with this Mortgage
                or in
                any supporting
                financial statement of the Mortgagor or any guarantor of the Obligations
                shall be determined
                by the Bank to have been false in any material respect when
                made:

            


    

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    
      	(g)  	
              if
                Ihe Mortgagor or any guarantor of the Obligations is a corporation,
                trust,
                partnership or limited
                liability company, the liquidation, termination or dissolution of
                any such
                organization, or the
                merger or consolidation of such organization into another entity,
                or its
                ceasing to carry on actively
                its present business or the appointment of a receiver for its
                property;

            


    

     

    
      	           
              (h)	
              the
                death of the Mortgagor or any guarantor of the Obligations and, if
                the
                Mortgagor or any guarantor
                of the Obligations is a partnership or limited liability company,
                the
                death of any partner
                or member;

            


    

     

    
      	            
              (i)	
              the
                institution by or against the Mortgagor or any guarantor of the
                Obligations of any proceedings
                under the Bankruptcy Code 11 USC §101 et
                seq. or
                any other law in which the Mortgagor
                or any guarantor of the Obligations is alleged to be insolvent or
                unable
                to pay its debts as they mature, or the making by the Mortgagor or
                any
                guarantor of the Obligations of an
                assignment for the benefit of creditors or the granting by the Mortgagor
                or any guarantor of the
                Obligations of a trust mortgage for the benefit of
                creditors;

            


    

     

    
      	            
              (j)	
              the
                service upon the Bank of a writ in which the Bank is named as trustee
                of
                the Mortgagor or any
                guarantor of the Obligations;

            


    

     

    
      	           
              (k)	
              a
                judgment or judgments for the payment of money shall be rendered
                against
                the Mortgagor or
                any guarantor of the Obligations, and any such judgment shall remain
                unsatisfied and in effect
                for any period of thirty (30) consecutive days without a stay of
                execution;

            


    

     

    
      	           
              (I)	
              any
                levy, lien (including mechanics lien), seizure, attachment, execution
                or
                similar process shall
                be issued or levied on any of the property of the Mortgagor or any
                guarantor of the Obligations;

            


    

     

    
      	          
              (m)	
              the
                termination of any guaranty of the Obligations;
                or

            


    

     

    
      	           
              (n)	
              the
                occurrence of 3>jch a change in the condition or affairs (financial or
                otherwise) of the Mortgagor
                or any guarantor of the Obligations, or the occurrence of any other
                event
                or circumstance,
                such that the Bank, in its sole discretion, deems that it is insecure
                or
                that the prospects for timely or full payment or performance of any
                obligation of the Mortgagor or any guarantor
                of the Obligations to the Bank has been or may be
                impaired.

            


    

     

    4.2
      Remedies.
      On the
      occurrence of any Event of Default the Bank may, at any time thereafter, at
      its
option
      and, to the extent permitted by applicable law, without notice, exercise any
      or
      all of the following remedies:

     

    
      	(a)  	
              Declare
                the Obligations due and payable, and the Obligations shall thereupon
                become immediately
                due and payable, without presentment, protest, demand or notice of
                any
                kind, all of
                which are hereby expressly waived by the Mortgagor except for Obligations
                due and payable
                on demand, which shall be due and payable on demand whether or not
                an
                event of default
                has occurred hereunder;

            


    

     

    
      	(b)  	
              Enter,
                take possession of, manage and operate the Property (including all
                personal property and
                all records and documents pertaining thereto) and any part thereof
                and
                exclude the Mortgagor
                therefrom, take all actions it deems necessary or proper to preserve
                the
                Property and
                operate the Property as a mortgagee in possession with all the powers
                as
                could be exercised
                by a receiver or as otherwise provided herein or by applicable law;
                provided, however,
                the entry by the Bank upon the Property for any reason shall not
                cause the
                Bank to be
                a mortgagee in possession, except upon the express written declaration
                of
                the Bank;

            


    

     

    
      	(c)  	
              With
                o r w ithout t aking p ossession, r eceive a nd c oflect a II r ents,
                income, i ssues a nd p rofits

            


    

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    
      	(d)  	
              Sell
                the Property or any part thereof or interest therein pursuant to
                exercise
                of its
                ("Rents")
                from the Property (including all real estate and personal property
                and
                whether past due
                or thereafter accruing), including as may arise under the Leases,
                and the
                Mortgagor appoints
                the Bank as its true and lawful attorney with ihe power for the Bank
                in
                its own name and
                capacity to demand and collect Rents and take any action that the
                Mortgagor is authorized
                to take under the Leases. The Bank shall (after payment of all costs
                and
                expenses incurred)
                apply any Rents received by it to the Obligations in such order as
                the
                Bank determines,
                or in accordance with any applicable statute, and the Mortgagor agrees
                that exercise
                of such rights and disposition of such funds shall not be deemed
                to cure
                any default or
                constitute a waiver of any foreclosure once commenced nor preclude
                the
                later commencement
                of foreclosure for breach thereof. The Bank shall be liable to account
                only for such
                Rents actually received by the Bank. Lessees under the Leases are
                hereby
                authorized and
                directed, following notice from the Bank, to pay all amounts due
                the
                Mortgagor under the Leases
                to the Bank, whereupon such lessees shall be relieved of any and
                all duty
                and obligation
                to the Mortgagor with respect to such payments so
                made;

            


    

     

    STATUTORY
      POWER OF SALE or otherwise at public auction on terms and conditions as
      the  Bank
      may
      determine, or otherwise foreclose this Mortgage in any manner permitted by
      law.
and
      upon
      such sale the Mortgagor shall execute and deliver such instruments as the Bank
      may
      request in order to convey and transfer all of the Mortgagor's interest in
      the
      Property, and the
      same
      shall operate to divest all rights, title and interest of the M ortgagor in
      and
      to the Property.
      In the event this Mortgage shall include more than one parcel of property or
      subdivision
      (each hereinafter called a "portion"), the Bank shall, in its sole and exclusive
      discretion,
      be empowered to foreclose upon any such portion without impairing its right
      to
foreclose
      subsequently upon any other portion or the entirety of the Property from time
      to
      time thereafter.
      I n addition, the Bank may in its discretion subordinate this Mortgage to one
      or
more
      Leases for the sole purpose of preserving any such Lease in the event of a
      foreclosure;

     

    
      	(e)  	
              Cause
                one or more environmental assessments to be taken, arrange for the
                cleanup
                of any Hazardous
                Substances or otherwise cure the Mortgagor's failure to comply with
                any
                statute, regulation
                or ordinance relating to the presence or cleanup of Hazardous Substances,
                and the Mortgagor
                shall provide the Bank or its agents with access to the Property
                for such
                purposes; provided
                that the exercise of any of such remedies shall not be deemed to
                have
                relieved the Mortgagor
                f rom a ny r esponsibility therefor or g iven t he B ank" control"
                o ver t
                he P roperty o r cause
                the Bank to be considered to be a mortgagee in possession, "owner"
                or
                "operator" of the
                Property for purposes o f any a pplicable law, rule or regulation
                pertaining to Hazardous Substances;
                and

            


    

     

    
      	(f)  	
              Take
                such other actions or proceedings as the Bank deems necessary or
                advisable
                to protect its
                interest in the Property and ensure payment and performance of the
                Obligations, including, without
                limitation, appointment of a receiver (and the Mortgagor hereby waives
                any
                right to object
                to such appointment) and exercise of any of the Bank's remedies provided
                herein or in any other document evidencing, securing or relating
                to any of
                the Obligations or available to a secured party under the Uniform
                Commercial Code or under other applicable
                law.

            


    

     

    This
      Mortgage is upon the STATUTORY CONDITION, for any breach of which the Bank
      shall
have
      the
      STATUTORY POWER OF SALE.

     

        In
      addition,
      the Bank shall have all other remedies provided by applicable law, including,
      without limitation,
      the right to pursue a judicial sale of the Property or any portion thereof
      by
      deed, assignment or otherwise.

     

        The
      Mortgagor
      agrees and acknowledges that the acceptance by the Bank of any payments from
      either
      Ihe Mortgagor or any guarantor after the occurrence of any Event of Default,
      the
      exercise by the Bank
      of
      any remedy set forth herein or the commencement, discontinuance or abandonment
      of foreclosure
      proceedings against the Property shall not waive the Bank's subsequent or
      concurrent right to foreclose
      or operate as a bar or estoppel to the exercise of any other rights or remedies
      of the Bank. The Mortgagor
      agrees and acknowledges that the Bank, by making payments or incurring costs
      described herein,
      shall be subrogated to any right of the Mortgagor to seek reimbursement from
      any
      third parties, including,
      without limitation, any predecessor in interest to the Mortgagor's title or
      other party who may be responsible
      under any law, regulation or ordinance relating to the presence or cleanup
      of
      Hazardous Substances.

     

    4.3  Advances.
      If the
      Mortg-igor fails to pay or perform any of its obligations respecting the
      Property. Ihe
      Bank
      may in its sole discretion do so without waiving or releasing Mortgagor from
      any
      such obligation. Any
      such
      payments may include, but are not limited to, payments for taxes, assessments
      and other governmental
      levies, water rates, insurance premiums, maintenance, repairs or improvements
      constituting
      part of the Property. Any amounts paid by the Bank hereunder shall be, until
      paid, part of the Obligations
      and secured by this Mortgage, and shall be due and payable to the Bank, on
      demand,  together
      with interest thereon to the extent permitted by applicable law, at the highest
      rate permitted under
      the
      Note.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    4.4  Cumulative
      Rights
      and Remedies.
      All of
      the foregoing rights, remedies and options (including without
      limitation the right to enter and take possession of the Property, the right
      to
      manage and operate the
      same,
      and the right to collect Rents, in each case whether by a receiver or otherwise)
      are cumulative and
      in
      addition to any rights the Bank might otherwise have, whether at law or by
      agreement, and may be exercised
      separately or concurrently and none of which shall be exclusive of any other.
      The Mortgagor further
      agrees that the Bank may exercise any or all of its rights or remedies set
      forth
      herein without having
      to
      pay the Mortgagor any sums for use or occupancy of the Property.

     

    4.5  Mortgagor's
      Waiver of Certain Rights.
      To the
      extent permitted by applicable law, the Mortgagor hereby
      waives the benefit of all present and future laws (i) providing for any
      appraisal before sale of all or any
      portion of the Property or (ii) in any way extending the time for the
      enforcement of the collection of the Obligations
      or creating or extending a period of redemption from any sale made
      hereunder.

     

    5. MISCELLANEOUS

     

    5.1
      Costs
      and Expenses.
      To the
      extent permitted by applicable law, the Mortgagor shall pay to the Bank,
      on
      demand, all reasonable expenses (including attorneys' fees and expenses and
      reasonable consulting,
      accounting, appraisal, brokerage and similar professional fees and charges)
      incurred by the Bank
      in
      connection with the Bank's interpretation, exercise, preservation or enforcement
      of any of Its rights,
      remedies and options set forth in this Mortgage and in connection with any
      litigation, proceeding or dispute
      whether arising hereunder or otherwise relating to the Obligations, together
      with interest thereon to
      the
      extent permitted by applicable law, until paid in full by the Mortgagor at
      the
      highest rate set forth in the Note. Any amounts owed by the Mortgagor hereunder
      shall be, until paid, part of the Obligations and secured
      by this Mortgage, and the Bank shall be entitled, to the extent permitted by
      law. to receive and retain
      such amounts in any action for a deficiency against or redemption by the
      Mortgagor, or any accounting
      for the proceeds of a foreclosure sale or of insurance proceeds.

     

    5.2  Indemnification
      Regarding Leases.
      The
      Mortgagor hereby agrees to defend, and does hereby indemnify
      and hold the Bank and each of its directors, officers, employees, agents and
      attorneys (each an "Indemnitee")
      harmless from all losses, damages, claims, costs or expenses (including
      attorneys' fees and
      expenses) resulting from the assignment of the Leases and from all demands
      that
      may be asserted against
      such Indemnitees arising from any undertakings on the part of the Bank to
      perform any obligations
      under the Leases. It is understood that the assignment of the Leases shall
      not
      operate to place
      responsibility for the control or management of the Property upon the Bank
      or
      any Indemnitee or make
      them
      liable for performance of any of the obligations of the Mortgagor under Leases,
      respecting any condition
      of the Property or any other agreement or arrangement, written or oral, or
      applicable law.

     

    5.3  Indemnification
      Regarding Hazardous Substances.
      The
      Mortgagor hereby agrees to defend, and does
      hereby indemnify and hold harmless each Indemnitee from and against any and
      all
      losses, damages,
      claims, costs or expenses, including, without limitation, litigation costs
      and
      attorneys' fees and expenses
      and fees or expenses of any environmental engineering or cleanup firm incurred
      by such Indemnitee
      and arising out of or in connection with the Property or resulting from the
      application of any current
      or future law, regulation or ordinance relating to the presence or cleanup
      of
      Hazardous Substances
      on or affecting the Property. The Mortgagor agrees its obligations hereunder
      shall be continuous
      and shall survive termination or discharge of this Mortgage and/or the repayment
      of all debts to
      the
      Bank including repayment of all Obligations.

     

    5.4  Indemnitee's
      Expenses.
      I f a
      ny I ndemnitee i s m ade a p arty defendant t o a ny litigation o r a ny
claim
      is
      threatened or brought against such Indemnitee concerning this Mortgage or the
      Property or any part
      thereof or therein or concerning the construction, maintenance, operation or
      the
      occupancy or use thereof
      by the Mortgagor or other person or entity, then the Mortgagor shall indemnify,
      defend and hold each
      Indemnitee harmless from and against all liability by reason of said litigation
      or claims, including attorneys1
      fees and
      expenses incurred by such Indemnitee in connection with any such litigation
      or
      claim, whether
      or not any such litigation or claim is prosecuted to judgment. The within i
      ndemnification shall survive
      payment of the Obligations, and/or any termination, release or discharge
      executed by the Bank in favor
      of
      the Mortgagor.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    5.5  Waivers.
      The
      Mortgagor waives notice of nonpayment, demand, presentment, protest or notice
      of
      p
      rotest o f t he O bligations a nd a II other n otices, c onsents t o a ny r
      enewals or e xtensions o f t ime o f payment
      thereof, and generally waives any and all suretyship defenses and defenses
      in
      the nature thereof.
      No delay or omission of the Bank in exercising or enforcing any of its rights,
      powers, privileges, remedies,
      immunities or discretion (all of which are hereinafter collectively referred
      to
      as "the Bank's rights
      and remedies") hereunder shall constitute a waiver thereof; and no waiver by
      the
      Bank of any default
      of the Mortgagor hereunder or of any demand shall operate as a waiver of any
      other default hereunder
      or of any other demand. No term or provision hereof shall be waived, altered
      or
      modified except
      with the prior written consent of the Bank, which consent makes explicit
      reference to this Mortgage.
      Except as provided in the preceding sentence, no other agreement or
      transaction, of whatsoever
      nature, entered into between the Bank and the Mortgagor at any time (whether
      before, during or
      after
      the effective date or term of this Mortgage) shall be construed as a waiver,
      modification or limitation
      of any of the Bank's rights and remedies under this Mortgage (nor shall anything
      in this Mortgage
      be construed as a waiver, modification or limitation of any of the Bank's rights
      and remedies under
      any
      such other agreement or transaction) but all the Bank's rights and remedies
      not
      only under the provisions
      of this Mortgage but also under any such other agreement or transaction shall
      be
      cumulative and
      not
      alternative or exclusive, and may be exercised by the Bank at such time or
      times
      and in such order
      of
      preference as the Bank in its sole discretion may determine.

     

    5.6  Waiver
      of Homestead.
      To the
      maximum extent permitted under applicable law, the Mortgagor hereby
      waives and terminates any homestead rights and/or exemptions respecting the
      Property under the provisions
      of any applicable homestead laws, including without limitation. Chapter 188,
      Section 1, of the General
      Laws of Massachusetts.

     

    5.7  Severability.
      )f any
      provision of this Mortgage or portion of such provision or the application
      thereof
      to any person or circumstance shall to any extent be held Invalid or
      unenforceable, the remainder of
      this
      Mortgage (or the remainder of such provision) and the application thereof to
      other persons or circumstances
      shall not be affected thereby.

     

    5.8  Complete
      Agreement.
      This
      Mortgage and the other Loan Documents constitute the entire agreement
      and understanding between and among the parties hereto relating to the subject
      matter hereof,
      and supersedes all prior proposals, negotiations, agreements and understandings
      among the parties
      hereto with respect to such subject matter.

     

    5.9  Binding
      Effect of Agreement.
      This Mortgage shall run with the land and be binding upon and  inure
      to
      the benefit of the respective heirs, executors, ministrators, legal
      representatives, successors and
      assigns of the parties hereto, and shall remain in full force and effect (and
      the Bank shall be entitled to
      rely
      thereon) until all Obligations are fully and indefeasibly paid. The Bank may
      transfer and assign this Mortgage
      a nd deliver a ny c ollateral to t he a ssignee, w ho shall thereupon h ave
      all
      of the rights of the Bank;
      and
      the Bank shall then be relieved and discharged of any responsibility or
      liability with respect to this
      Mortgage and such collateral. Except as expressly provided herein or in the
      other Loan Documents, nothing,
      expressed or implied, is intended to confer upon any party, other than the
      parties hereto, any rights,
      remedies, obligations or liabilities under or by reason of this Mortgage or
      the
      other Loan Documents.

     

    5.10  Notices.
      Any
      notices under or pursuant to this Mortgage s hall be deemed duly received and
      effective
      if delivered in hand to any officer of agent of the Mortgagor or the Bank,
      or if
      mailed by registered
      or certified mail, return receipt requested, addressed to the Mortgagor or
      the
      Bank at the address
      set forth in this Mortgage or as any party may from time to time designate
      by
      written notice to the other
      party.

     

    5.11  Governing
      Law.
      This
      Mortgage shall be governed by Massachusetts law without giving effect to
the
      conflicts of laws principles thereof.

     

    5.12  Reproductions.
      This
      Mortgage and all documents which have been or may be hereinafter furnished
      by the Mortgagor to the Bank may be reproduced by the Bank by any photographic,
      photostatic, microfilm,
      xerographic or similar process, and any such reproduction shall be admissible
      in
      evidence as the
      original itself in any judicial or administrative proceeding (whether or not
      the
      original is in existence and
      whether or not such reproduction was made in the regular course of
      business).

     

    5.13  Jurisdiction
      and Venue.
      The
      Mortgagor irrevocably submits to the nonexclusive jurisdiction of any
Federal
      or state court sitting in Massachusetts, over any suit, action or proceeding
      arising out of or relating
      to this Mortgage. The Mortgagor irrevocably waives, to the fullest extent it
      may
      effectively do so under
      applicable law, any objection it may now or hereafter have to the laying of
      the
      venue of any such suit,
      action or proceeding brought in any such court and any claim that the same
      has
      been brought in an inconvenient
      forum. The Mortgagor hereby consents to process being served in any such suit,
      action or proceeding
      (i) by the mailing of a copy thereof by registered or certified mail, postage
      prepaid, return receipt
      requested, to the Mortgagor's address set forth herein or such other address
      as
      has been

    provided
      in writing to the Bank and (ii) in any other manner permitted by law, and agrees
      that such service
      shall in every respect be deemed effective service upon the
      Mortgagor.

     

    5.14  JURY
      WAIVER.
      THE
      MORTGAGOR AND THE BANK EACH HEREBY KNOWINGLY, VOLUNTARILY
      AND INTENTIONALLY, AND AFTER AN OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL,
      (A) WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR
PROCEEDING
      IN CONNECTION WITH THIS MORTGAGE, THE OBLIGATIONS, ALL MATTERS CONTEMPLATED
      HEREBY AND DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND (B) AGREE
      NOT
      TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY
TRIAL
      CAN
      NOT BE, OR HAS NOT BEEN WAIVED. THE MORTGAGOR CERTIFIES THAT NEITHER
THE
      BANK NOR ANY OF ITS REPRESENTATIVES, AGENTS OR COUNSEL HAS
      REPRESENTED,EXPRESSLY
      OR OTHERWISE, THAT THE BANK WOULD NOT IN THE EVENT OF ANY SUCH
PROCEEDING
      SEEK TO ENFORCE THIS WAIVER OF RIGHT TO TRIAL BY JURY.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

        EXECUTED
      under seal as of the date first above written.

     

     

    Witness:                                                                           
      Mortgagor:

     

     

    /s/
      Jeffrey B.
      Bohnet                                                       
/s/ Duane C. Bennett

    Jeffrey
      B.
      Bohnet                                                            Duane
      C. Bennett

     

    


     


     

    COMMONWEALTH
      OF MASSACHUSETTS

     

    HAMPDEN,
      SS.             
      June
      4. ,
      2003

     

     

        Then
      personally appeared the above-named Duane C Bennett, and acknowledged the
      foregoing instrument
      to be the free act and deed of Duane C Bennett, before me,

     

     

    /s/
      Jeffrey S. Bohnet

    Jeffrey
      S. Bohnet

     

     

    
      
        
        

      

      
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