Ex. 10.67


                                 STEPHEN BUNKER

                                 95 AUDUBON ROAD
                         WAKEFIELD, MASSACHUSETTS 01880



Citizens  Bank  of  Massachusetts
28  State  Street
Boston,  MA  02109
Attention:  Jamie  Garcia

Re:     Deposit  Account  Control  Agreement
        ------------------------------------

Ladies  and  Gentlemen:

     In  connection  with  financing arrangements between ourselves and Citizens
Bank  of  Massachusetts, 28 State Street, Boston, Massachusetts 02108 ("LENDER")
which  is  joining  with  us  in signing this letter below, we are asking you to
enter  into  this agreement concerning our Account No. _________________________
(the  "DEPOSIT  ACCOUNT")  with  you.

     In  order  to  secure  our  obligations  to  Lender  pursuant to collateral
security  arrangements  between  Lender  and  us, we have assigned to Lender and
granted  to Lender a security interest in and lien upon the Deposit Account, any
cash  balances from time to time credited to the Deposit Account and any and all
proceeds  of  any  thereof,  whether  now  or  hereafter  existing  or  arising
(collectively,  the  "DEPOSIT  ACCOUNT  COLLATERAL").

     Until  you have received instructions from Lender to the contrary, we shall
not  be entitled to withdraw or direct the disposition of funds from the Deposit
Account.

     Notwithstanding  the  foregoing  or any separate agreement that we may have
with  Lender,  Lender  shall be entitled, for purposes of this agreement, at any
time  to  give you instructions as to the withdrawal or disposition of any funds
from time to time credited to the Deposit Account Collateral, or as to any other
matters  relating  to  the  Deposit  Account  or  any  of  the  Deposit  Account
Collateral,  without  our  further  consent.  Such  instructions may include the
giving  of  stop  payment  orders  for  any items being presented to the Deposit
Account for payment.  You shall be fully entitled to rely upon such instructions
from  Lender  even  if  such  instructions  are  contrary to any instructions or
demands that we may give to you.  We confirm that you should follow instructions
from  Lender  even  if  the result of following such instructions from Lender is
that  you  dishonor  items  presented  for payment from the Deposit Account.  We
further  confirm that you shall have no liability to us for wrongful dishonor of
such  items  in following such instructions from Lender.  You shall have no duty
to  inquire  or  determine  whether  our obligations to Lender are in default or
whether  Lender is entitled, under any separate agreement between us and Lender,
to  give  any  such  instructions.  We  further agree to be responsible for your


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customary charges and to indemnify you from and to hold you harmless against any
loss,  cost or expense that you may sustain or incur in acting upon instructions
from  Lender  which  you  believe  in good faith to be instructions from Lender.

     Unless  you  have obtained Lender's prior written consent, you agree not to
exercise  any right of recoupment or set-off, or to assert any security interest
or  other  lien,  that you may at any time have against or in any of the Deposit
Account  Collateral  on account of any credit or other obligation owed to you by
us  or  any other person.  You may, however, from time to time debit the Deposit
Account  for any of your customary charges in maintaining the Deposit Account or
for  reimbursement for the reversal of any provisional credits granted by you to
the  Deposit  Account,  to the extent, in each case, that we have not separately
paid  or  reimbursed  you  therefor.

     You  represent and warrant to Lender that the account agreement between you
and  us  relating  to  the  establishment  and  general operation of the Deposit
Account  provides,  whether  specifically  or  generally,  that  the laws of the
Commonwealth  of  Massachusetts  govern  secured  transactions  relating  to the
Deposit  Account.  You  covenant with Lender that you will not, without Lender's
prior written consent, amend that account agreement so that secured transactions
relating to the Deposit Account are governed by the law of another jurisdiction.
In  addition, you represent and warrant to Lender that you have not entered, and
you  covenant  with  Lender that you will not enter, into any agreement with any
other  person  by  which you are obligated to comply with instructions from such
other  person  as  to the disposition of funds from the Deposit Account or other
dealings  with any of the Deposit Account Collateral.  You further represent and
warrant  to  Lender  that you maintain no deposit accounts for us other than the
Deposit  Account,  and you covenant with Lender that any items or funds received
by  you  for  our  account  will  be  credited  to  the  Deposit  Account.

     Kindly  furnish  to  Lender,  at its address indicated below, copies of all
customary  deposit  account  statements  and  other  information relating to the
Deposit  Account  that  you  send  to  us.

     This agreement shall control over any conflicting agreement between you and
us.  This agreement shall be governed by the internal law of the Commonwealth of
Massachusetts  and  shall  be  construed  as a sealed instrument under such law.

                         [signatures on following page]


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     If  you  agree to and accept the foregoing, please so indicate by executing
and  returning  to  us  the  enclosed  duplicate  of  this  letter.

                                              Very  truly  yours,

LENDER:

Citizens  Bank  of  Massachusetts

By:  /s/  Scott  McKechney                    /s/  Stephen  Bunker
   -----------------------                    ------------------------------
Name:  Scott  McKechnet                       Stephen  Bunker,  individually
Title:  Vice  President
Address:

ACCEPTED AND AGREED as of date set forth above:

Citizens  Bank  of  Massachusetts

By:  /s/  Scott  McKechney
   -----------------------
Name:  Scott  McKechney
Title:  Vice  President


                          COMMONWEALTH OF MASSACHUSETTS

Suffolk,  ss.                                                  Date: 10/11/01
-------                                                              --------

     Then  personally  appeared  the above-named Stephen Bunker and acknowledged
the  foregoing  instrument  to  be  his  own  free  act  and  deed  before  me,

                              /s/  Carolyn  Connors
                              ---------------------
                              Notary  Public
                              My  commission  expires  2/4/01
                                                       ------


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