**Exhibit
      10.1**




**LEASE**





**THE
      DWIGHT FOSTER BUILDING**





**33
      WALDO STREET**





**WORCESTER,
      MASSACHUSETTS**





Lease
      Dated





as
      of





DECEMBER
      1, 2001








ARTICLE
      I





1 . REFERENCE
      DATA:





1 . 1 .  SUBJECTS
      REFERRED TO :
      Each
      reference in this Lease to any of the following subjects shall be construed
      to
      incorporate the data stated for each such subject in this Article.





LANDLORD :
      J. Robert Seder





LANDLORD'S
      ADDRESS :
      339
      Main Street, Worcester, Massachusetts 01608.





TENANT :
      Commonwealth National Bank





THE
      PREMISES :
      The
      entire interior of the second floor (Waldo Street level) of the building known
      as the Dwight Foster Building, 33 Waldo Street, Worcester, Massachusetts (the
      "Building"), excepting the lobby, stairs, and elevator thereof containing
      approximately 7,450 square feet and approximately 1,657 square feet in the
      interior of the westerly portion of the third floor of the Building; and store
      room #5 in the basement of the Building, containing approximately 850 square
      feet.





PARKING :
      (a)
      During the Lease Term, the right and license is granted by the Landlord to
      the
      Tenant’s employees to park twenty-eight (28) motor vehicles between the hours of
      7:00 a.m. and 6:00 p.m. on property of Landlord contiguous to the
      Building; twelve (12) parking unassigned places in the parking lot with entry
      from the Waldo Street level (the "Lot") and sixteen (16) parking places, as
      assigned by Landlord in the garage contiguous to the Building at the Commercial
      Street level thereof (the "Garage").











(b)
      Landlord grants to Tenant’s customers and invitees a license to park their motor
      vehicles in the Lot for one-half (.5) hour at no cost only when such persons
      are
      visiting the Premises for banking business, subject to a validation system
      mutually agreeable to Landlord and Tenant. The license granted in this
      subparagraph (b) is subject to availability of space in the Lot.




Tenant
      acknowledges that other tenants of Landlord and their employees have been
      granted similar licenses. Parking spots allocated to employee parking may not
      be
      used by Tenant for any other purpose.





At
      all
      times the license granted herein is subject to compliance with Landlord's Rules
      and Regulations in effect from time to time governing the use of the Lot and
      the
      Garage, a copy of which (as in force as of the date hereof) is annexed hereto
      as Exhibit
      “A”) .





LEASE
      TERM :
      Term
      fifteen (15) years.





LEASE
      TERM COMMENCEMENT DATE :
      December 1, 2001.





RENT :
      See
      Paragraph 2.3





ADDITIONAL
      TENANT’S CHARGES :
      Tenant
      shall pay:





(1.)(a)
      for all electricity charges for lighting and electrical outlets on the
      Premises;





(b)
      for
      all electricity charges for drive-through lighting from portico and
      drive-through control gate and pedestrian warning in Lot contiguous to the
      Building; and





(c)
      for
      all electricity charges for all of Tenant’s signage which is electrified and/or
      lit by electric lighting.





All
      of
      such charges shall be paid to the utility providing such electricity, as
      separately metered to Tenant.





(2.)
      annually, as additional rent, and within twenty (20) days of Landlord’s invoice
      delivered to the Tenant therefor, an amount equal to thirty percent (30%) of
      the
      cost of electricity incurred by Landlord for Building electricity (including
      cost of air conditioning) which exceeds such cost for the twelve (12) month
      period ending December 31, 2000. Landlord’s said cost for the twelve (12) month
      period ending December 31, 2000 was Twenty Thousand Five Hundred Fifty-seven
      and
      42/100 Dollars ($20,557.42). Upon request of Tenant, Landlord shall present
      evidence of said cost of electricity to Tenant, no more often than
      annually.





-2-





(3.)
      annually, as additional rent, and within twenty (20) days of Landlord’s invoice
      delivered to the Tenant therefor, an amount equal to thirty percent (30%) of
      the
      cost of heating incurred by Landlord for heating the Building which exceeds
      such
      cost for the twelve (12) month period ending December 31, 2000. Landlord’s said
      cost for the twelve (12) month period ending December 31, 2000 was Thirteen
      Thousand One Hundred Twelve and 18/100 dollars ($13,112.18). Upon request of
      Tenant, Landlord shall present evidence of said cost of heating to Tenant,
      no
      more often than annually.





(4.)
      quarter-annually (or such other times as real estate tax bills are issued),
      as
      additional rent, and within twenty (20) days of Landlord’s invoice delivered to
      the Tenant therefor, an amount equal to thirty percent (30%) of the real estate
      tax assessed on the Building (but not the Lot) which exceeds the real estate
      taxes assessed on the Building for the twelve (12) month period ending December
      31, 2000. The real estate taxes assessed on the Building for the twelve (12)
      month period ending December 31, 2000 were $45,767.49.




(5.)
      for
      all cleaning of the Premises including carpet cleaning and the removal of
      rubbish to rubbish room on the first floor of the Building, by Tenant’s own
      cleaning contractor.





(6.)
      for
      the cost of removal (not plowing) of snow from the Lot. (Tenant may, if Tenant
      so desires hire its own snow removal contractor). If Tenant does not hire its
      own snow removal contractor for such snow removal, Tenant shall pay Landlord
      therefor as additional rent, within ten (10) days of Landlord’s invoice therefor
      having been delivered to Tenant. If Tenant shall hire its own contractor to
      plow
      and remove snow from the Lot, Landlord shall reimburse Tenant for snow plowing
      only if (a) Landlord shall have approved the calculation of the cost thereof
      prior to the first snowfall in each autumn/winter; and (b) the cost of snow
      plowing is stated separately on all invoices received from Tenant’s snow removal
      contractor.





(7.)
      for
      and provide all replacement lamps, light bulbs, replacement fixture ballasts
      (and installation thereof) on the Premises, the drive-through portico, and
      with
      respect to Tenant’s signage.





(8.)
      for
      and provide all bathroom supplies, including soap, towels and toilet tissue
      used
      on the Premises.





PERMITTED
      USES :
      Banking, financial services and general office and associated uses.





-3-


ARTICLE
      II





2 . PREMISES :




2. 1 .
      (a)
      Landlord hereby leases to Tenant and Tenant hereby hires from Landlord the
      Premises identified in Article I in the Building, excluding (a) the common
      stairways, stairwells, elevators and elevator wells, the exterior faces of
      the
      exterior walls, and (b) the pipes, ducts, conduits, wires and appurtenant
      fixtures serving the Premises and/or other parts of the Building, and reserving
      to the Landlord the right to relocate same within or without the Premises,
      upon
      reasonable advance notice to Tenant, and in such a manner as to minimize
      interference with Tenant’s business operations (except for
      emergencies).





(b)
      Tenant, its agents, employees and invitees shall have, in common with other
      tenants of Landlord and their respective agents, employees and invitees, the
      use
      of the common areas of the Building, the Lot and the Garage, subject to parking
      privileges and the Rules and Regulations set forth in Exhibits  “A” and “B” annexed
      hereto.





(c)
      Tenant, in common with other tenants of the Building and the Landlord, shall
      have the use of the area above the ceilings in the Premises for cabling, wiring,
      piping, and associated uses, at no additional rent.





(d)
      Tenant may, at Tenant’s expense, install a satellite dish and/or an antenna on
      the roof of the Building or on a structure located thereon provided (i) Tenant
      shall promptly repair all roof punctures made on account thereof, (ii) Tenant
      shall place such items as Landlord shall direct, and (iii) wiring to any such
      installation shall comply with all codes applicable thereto and shall be
      effected by contractors reasonably satisfactory to Landlord.





2 . 2 . TERM :
      Tenant
      shall have and hold the Premises for a period commencing December 1, 2001 and
      continuing for the Lease Term unless sooner terminated as provided
      herein.





2 . 3 . RENT :





-4-




Lease
                Year
            Period
            Annual
                Rent
            Payable
                monthly on the
              1stday of each month,
              in
                advance1
            12/1/01
                to 11/30/02
            $152,399.00
            $12,699.922
            12/1/02
                to 11/30/03
            $152,399.00
            $12,699.923
            12/1/03
                to 11/30/04
            $152,399.00
            $12,699.924
            12/1/04
                to 11/30/05
            $163,066.93
            $13,588.915
            12/1/05
                to 11/30/06
            $163,066.93
            $13,588.916
            12/1/06
                to 11/30/07
            $163,066.93
            $13,588.917
            12/1/07
                to 11/30/08
            $174,481.61
            $14,540.138
            12/1/08
                to 11/30/09
            $174,481.61
            $14,540.139
            12/1/09
                to 11/30/10
            $174,481.61
            $14,540.1310
            12/1/10
                to 11/30/11
            $186,695.32
            $15,557.9411
            12/1/11
                to 11/30/12
            $186,695.32
            $15,557.9412
            12/1/12
                to 11/30/13
            $186,695.32
            $15,557.9413
            12/1/13
                to 11/30/14
            $199,763.99
            $16,646.9914
            12/1/14
                to 11/30/15
            $199,763.99
            $16,646.9915
            12/1/15
                to 11/30/16
            $199,763.99
            $16,646.99





ARTICLE
      III




3 . LANDLORD
      COVENANTS:





3 . 1 . SERVICES :
      (a) To
      keep in good order and condition, and furnish through Landlord's employees
      or
      independent contractors, repairs to the foundation, roofs, exterior walls,
      windows in common areas, common areas, and structural components of the Building
      and the Premises in a manner consistent with the standards applicable to office
      space comparable to the Premises and the Building.





(b)
      To
      provide and pay for the removal of Tenant’s usual trash from the rubbish room on
      first floor. “Usual trash” means trash emptied from waste baskets. Trash such as
      bulk quantities of brochures, cardboard boxes, and the like which is removed
      by
      Landlord will result in extra expense to Tenant, which Tenant shall pay to
      Landlord within ten (10) days of the delivery to Tenant of Landlord’s invoice
      therefor.





(c)
      To
      remove snow and ice from the sidewalks abutting the Building.





-5-


3 . 2 . QUIET
      ENJOYMENT :
      That
      Landlord has the right to make this Lease and that Tenant on timely paying
      the
      rent and performing the Tenant’s obligations in this Lease shall peacefully and
      quietly have, hold and enjoy the Premises, subject to all of the terms and
      provisions hereof.




3. 3 . INTERRUPTIONS :
      (a)
      That Landlord shall not be liable to Tenant for compensation or reduction of
      rent by reason of inconvenience or annoyance or for loss of business arising
      from the necessity of Landlord's entering the Premises for any of the purposes
      in this Lease authorized, or for repairing the Premises or any portion of the
      Building, however the necessity may occur, except as otherwise specifically
      provided in this Lease.  In case Landlord is prevented or delayed from
      making any repairs, alterations or improvements, or furnishing any services
      or
      performing any other covenant or duty to be performed on Landlord's part, by
      reason of any cause beyond Landlord's control, Landlord shall not be liable
      to
      Tenant therefor, nor, except as expressly otherwise provided in Section 5.1
      shall Tenant be entitled to any abatement or reduction of rent by reason
      thereof, nor shall the same give rise to a claim in Tenant's favor that such
      failure constitutes actual or constructive, total or partial, eviction from
      the
      Premises.





(b)
      The
      Landlord reserves the right to close the Lot for a period not to exceed six
      (6)
      consecutive months in order to construct a parking deck over the Lot. So long
      as
      the Lot is closed, and if and to the extent the Tenant shall not have available
      to it parking space for its employees in the Lot and/or the use of the
      drive-through window, monthly rent shall be abated by the number of employee
      parking spots not available to the Bank x $80.00 plus, if the drive-in window
      traffic cannot be accommodated, $1,040.00 per month (the portion of the rent
      attributable thereto, to be adjusted, if Lot closing occurs after year three
      (3)
      of the lease term).





3.4 INDEMNITY :
      To save
      harmless, and indemnify Tenant from any liability for injury, loss, accident
      or
      damage to any person or property, and from any claims, actions, proceedings,
      and
      expenses and costs in connection therewith (including without limitation
      reasonable counsel fees), (excepting for any liability arising from Tenant's
      own
      actions or the actions of any of Tenant’s contractors, agents, or employees) (i)
      arising from the omission, fault, willful act, negligence or other misconduct
      of
      Landlord or its agents, servants, employees, invitees, licensees and independent
      contractors hired by Landlord, or (ii) resulting from the failure of Landlord
      to
      perform and discharge his covenants and obligations under this
      Lease.





-6-


3.5 INSURANCE .
      To
      maintain all-risk hazard insurance on the Building in an amount which shall
      be
      at least eighty percent (80%) of the value of the Building.





ARTICLE
      III-A




3.A.1. EMERGENCIES :
      The
      Landlord reserves the right to stop any service or utility system, when
      necessary by reason of accident or emergency, or until necessary repairs have
      been completed, provided, however, that in each instance of stoppage, Landlord
      shall exercise reasonable diligence to eliminate the cause thereof.  Except
      in case of emergency repairs, Landlord will give Tenant reasonable advance
      notice of any contemplated stoppage and will use reasonable efforts to avoid
      inconvenience to Tenant by reason thereof.





ARTICLE
      IV





4 . TENANT
      COVENANTS :
      During
      the Lease Term and such further time as Tenant occupies any part of the
      Premises, Tenant covenants:





4 . 1 . RENT :
      To pay
      when due all rent, and additional rent.





4 . 2 . CONDITION :
      Except
      as otherwise provided in Article V, to keep the Premises in good order, repair
      and condition, reasonable wear and tear, damage by fire or casualty only
      excepted, and all glass in windows and doors of the Premises whole and in good
      condition with glass of the same quality as that injured or broken, damage
      by
      fire or casualty only excepted, and at the expiration or termination of the
      Lease Term or any extension of the Lease Term, peaceably to yield up the
      Premises and all alterations and additions thereto in good order, repair and
      condition, reasonable wear and tear, damage by fire or other casualty only
      excepted, first removing all goods and effects of Tenant and, to the extent
      specified by Landlord by notice to Tenant given at least ten (10) days before
      such expiration or termination, all alterations and additions made by Tenant
      after the Lease Term Commencement Date, and repairing any damage caused by
      such
      removal and restoring the Premises and leaving them neat, and in broom-clean
      condition.





4 . 3 . USE :
      To use
      and occupy the Premises for the Permitted Uses only and not to injure or deface
      the Premises, Building, Lot, or Garage, not to permit in the Premises any
      auction sale, vending machine, or inflammable fluids or chemicals, or nuisance,
      or the emission from the Premises of any objectionable noise or odor, nor to
      permit any use thereof which is improper or




-7-


offensive,
      contrary to law or ordinance or liable to invalidate or increase the premiums
      for any insurance on the Building or its contents or liable to render necessary
      any alteration or addition to the Building.





4.3.A PLATE
      GLASS INSURANCE .
      To
      maintain plate glass insurance insuring the plate glass windows on the Waldo
      Street side of the Building against breakage, and in any event, in the event
      of
      breakage, Tenant shall be responsible for the cost of replacing any and all
      of
      the plate glass in such windows.





4 . 4 . RULES :
      Not to
      obstruct in any manner any portion of the Building, Lot or Garage not hereby
      leased or any portion thereof used by Tenant in common with others; and to
      comply with all reasonable Rules and Regulations uniformly in force now as
      set
      forth in Exhibit
      "B" or
      hereafter made by Landlord for the care and use of Building, and the Lot and
      the
      Garage and their facilities and approaches.




4. 5 . SAFETY :
      To keep
      the Premises equipped with all safety appliances required by law or ordinance
      or
      any other regulation of any public authority, because of any use thereof made
      by
      Tenant which use is different from most banks and commercial offices and to
      procure all licenses and permits so required because of such use and, if
      requested by Landlord, to do any work so required because of such use, it being
      understood that the foregoing provisions shall not be construed to broaden
      in
      any way Tenant's Permitted Uses.





4 . 6 . ASSIGNMENT :
      Not,
      without prior written consent of Landlord, which consent shall not be
      unreasonably withheld or delayed, to assign, mortgage, pledge or otherwise
      transfer this Lease, including by operation of law, or to make any sublease,
      or
      to permit occupancy of the Premises or any part thereof by anyone other than
      Tenant, provided however, that Tenant shall remain liable as a primary obligor
      under and pursuant to all of Tenant’s obligations under this Lease. At the
      option of the Landlord, to be exercised after request of the Tenant to assign
      this Lease or sublet all or any portion of the Premises, the Tenant shall
      specifically agree that the Premises shall be restored to the condition they
      were in at the time of the Tenant’s request to assign this Lease or sublet all
      or any portion of the Premises. If any amount is payable to Tenant by any
      assignee or sublessee which exceeds the rent and additional rent reserved
      hereunder, such amount shall be paid to Landlord, in full, within ten (10)
      days
      after its receipt by Tenant.





4 . 7 . INSPECTION :
      To
      permit Landlord and Landlord's agents and designees, on reasonable advance
      notice, to examine the




-8-


Premises
      at reasonable times and, if Landlord shall so elect, to make any repairs or
      replacements Landlord may deem necessary; to remove, at Tenant's expense, any
      alterations, additions, signs, curtains, blinds, shades, awnings, aerials,
      or
      the like not consented to in writing by Landlord; and to show the Premises
      to
      prospective Tenants and post “For Rent” signs on the Premises during the six (6)
      months preceding expiration of the Lease Term (unless Tenant shall have properly
      exercised it’s option to extend the Lease Term, as hereinafter provided), and
      any extended Lease Term, and to prospective purchasers and mortgagees at all
      reasonable times.





4 . 8 . FLOOR
      LOAD :
      Not to
      place a load upon the Premises exceeding the live load for which the floors
      have
      been designed; and not to move any safe, vault or other heavy equipment in,
      about or out of the Premises except in such manner and at such time as Landlord
      shall in each instance authorize; and to isolate and maintain all of Tenant's
      business machines and mechanical equipment, which cause or may cause air-borne
      or structure-borne vibration or noise, whether or not it may be transmitted
      to
      any other leased space in the Building, in such manner acceptable to Landlord
      so
      as to eliminate such vibration or noise.




4. 9 . PERSONAL
      PROPERTY :
      To pay
      promptly when due all taxes which may be imposed upon personal property
      (including without limitation, fixtures and equipment) in the Premises by
      whomsoever assessed.





4 . 10 . COSTS
      AND FEES :
      To pay
      as additional rent all such reasonable costs (including attorneys’ reasonable
      fees incurred by Landlord arising out of any breach by Tenant of any of its
      obligations under this Lease in connection with the successful enforcement
      by
      Landlord of said obligations of Tenant.





4 . 11 . INDEMNITY :
      To save
      harmless, and indemnify Landlord from any liability for injury, loss, accident
      or damage to any person or property, and from any claims, actions, proceedings,
      and expenses and costs in connection therewith (including without limitation
      reasonable counsel fees), (excepting for any liability arising from Landlord's
      own actions or the actions of any of Landlord’s contractors, agents, or
      employees) (i) arising from the omission, fault, willful act, negligence or
      other misconduct of Tenant or its agents, servants, employees, invitees,
      licensees and independent contractors hired by Tenant, or (ii) resulting from
      the failure of Tenant to perform and discharge its covenants and obligations
      under this Lease.





4 . 12 . INSURANCE :
      To
      procure, keep in force and pay for comprehensive public liability insurance
      to
      the limit of its




-9-


policy
      (which is $1,000,000.00 per person, $5,000,000.00 in the aggregate, and
      $100,000.00 in property damage) indemnifying Landlord and Tenant as their
      interests may appear against all claims and demands for injury to, or death
      of,
      persons or damage to property which may be claimed to have occurred upon the
      Premises in the amounts which shall from time to time be approved by
      Landlord.  Such insurance shall provide that it shall not be cancelled
      without at least twenty (20) days’ prior written notice to Landlord, who shall
      be named an additional insured, and certificates thereof shall be promptly
      delivered to Landlord upon request of the Landlord.





Any
      insurance carried by either party with respect to the Premises and property
      therein or occurrences thereon shall include a clause or endorsement denying
      the
      insurer rights of subrogation against the other party to the extent rights
      have
      been waived by the insured prior to occurrence of injury or loss. Each party,
      notwithstanding any provisions of this Lease to the contrary, hereby waives
      any
      rights of recovery against the other for injury or loss due to hazards covered
      by insurance containing such clause or endorsement to the extent of the
      indemnification received thereunder.




4. 13 . PROPERTY
      DAMAGE :
      In
      addition to and not in limitation of the foregoing, Tenant covenants and agrees
      that all merchandise, furniture, fixtures and property of every kind, nature
      and
      description of Tenant or Tenant's employees, agents, contractors, invitees,
      visitors or guests which may be in or upon the Premises or Building in the
      public corridors or on the sidewalks, areaways, Lot or Garage and approaches
      adjacent thereto, during the Lease Term (as it may be extended), shall be at
      the
      sole risk and hazard of Tenant, and that if the whole or any part thereof shall
      be damaged, destroyed, stolen or removed by reason of any cause or reason
      whatsoever, other than the negligence or willful act of Landlord, no part of
      said damage or loss shall be charged to or borne by Landlord.





4.14. SIGNAGE :
      The
      Tenant, at its own expense, may affix its signage to the sign band of the
      Building and other locations thereof, subject to the prior approval of the
      Landlord. In addition, the Tenant, at its expense and with the prior approval
      of
      the Landlord, may erect up to two (2) signs in the Lot. Tenant may use the
      existing sign (and change the lettering thereof) on the easterly side of the
      Building, provided that, at Tenant’s expense, the electricity therefor is
      metered to Tenant.





4.15. ALTERATIONS .
      Not to
      make alterations (except for cosmetic changes) to the Premises unless (i) the
      same shall have been approved in advance by the Landlord, and (ii) the
      contractor




-10-


making
      any such alterations shall have been approved in advance by Landlord. Landlord’s
      approval required hereunder shall not be unreasonably withheld, delayed or
      conditioned.





ARTICLE
      V





5 . CASUALTY
      AND TAKING :




5. 1 .
 
      In case during the Lease Term (or any extension thereof) all or any part of
      the
      Premises or the Building or the Lot or the Garage are damaged materially by
      fire, force  majeure ,
      civil
      commotion, war, or casualty or by action of public or other authority in
      consequence thereof, or are taken by eminent domain or Landlord receives
      compensable damage by reason of anything lawfully done in pursuance of public
      or
      other authority, this Lease shall terminate at Landlord's election, which
      election may be made only if all or a material part of the Premises, the
      Building, the Lot and/or the Garage are so taken or damaged. If the Landlord
      elects to terminate, the Landlord must give notice to Tenant of such election
      within ninety (90) days after the event which gives rise to the right to elect
      termination. The effective date of termination shall be not less than fifteen
      (15) nor more than thirty (30) days after the date of notice of such
      termination. Rent and additional rent shall abate effective on the date of
      termination or such earlier date as the Premises are not fit for the Permitted
      Uses. If in any such case, the Premises, Building, Lot and/or Garage are
      rendered unfit for the Permitted Uses and the Lease is not so terminated,
      Landlord shall use due diligence (following the expiration of all periods in
      which Landlord may terminate this Lease pursuant to the foregoing provisions
      of
      this Section 5.1) to put the Premises, Building, Lot and/or Garage, or in case
      of taking what may remain thereof (excluding any items installed or paid for
      by
      Tenant which Tenant may be required to remove pursuant to Section 4.2) into
      proper condition for the Permitted Uses. In the event of a casualty, a just
      proportion of the rent and additional rent according to the nature and extent
      of
      the injury shall be abated until the Premises, Building, Lot and/or Garage
      or
      such remainder shall have been put by Landlord in such condition as the same
      may
      be used and occupied for the Permitted Uses. In the event of a taking which
      permanently reduces the areas of the Premises, Building, Lot and/or Garage,
      a
      just proportion of the rent and additional rent shall be abated for the
      remainder of the Lease Term. In case of such damage or taking, Landlord shall
      notify Tenant within thirty (30) days after the occurrence thereof of Landlord’s
      estimate of the time needed to do the construction work necessary to put the
      Premises, Building, Lot and/or Garage or such remainder in proper condition
      for
      the Permitted Uses. If Landlord has not commenced such repairs within sixty
      (60)
      days of




-11-


such
      damage or taking having occurred, and/or shall not thereafter cause such repairs
      to be diligently pursued until completion, Tenant may terminate this Lease
      upon
      thirty (30) days’ prior notice to Landlord.





5 . 2 . CONDEMNATION
      AWARDS :
      Landlord reserves to itself any and all rights to receive awards made for
      damages to the Premises and Building and Lot and the leasehold hereby created
      or
      any one or more of them, accruing by reason of exercise of eminent domain or
      by
      reason of anything lawfully done in pursuance of public or other
      authority.  Tenant hereby releases and assigns to Landlord all Tenant's
      rights to such awards, and covenants to deliver such further assignments and
      assurances thereof as Landlord may from time to time request, hereby irrevocably
      designating and appointing Landlord as its attorney-in-fact to execute and
      deliver in Tenant's name and behalf all such further assignments thereof.
      Notwithstanding the foregoing, Tenant shall have the right to prosecute a claim
      arising from the exercise of eminent domain and/or anything lawfully done in
      pursuance of public or other authority which results in the loss or damage
      to
      the leasehold improvements created at Tenant’s expense and for its moving costs
      and expenses, and to retain any recovery thereby effected.





ARTICLE
      VI




6 . DEFAULT :




6. 1 .
      This
      Lease is upon this condition, that if Tenant shall neglect or fail to perform
      any one or more of its terms, covenants, agreements, or conditions contained
      herein and any such neglect or failure continues after notice, in case of
      payment of rent or additional rent for more than ten (10) days, or in any other
      case for more than thirty (30) days and such additional time, if any, as is
      reasonably necessary to cure the default, if the default is of such a nature
      that it cannot reasonably be cured in said thirty (30) days; or if Tenant makes
      any assignment for the benefit of creditors, fails or admits in writing its
      inability to pay its debts generally as they become due; files a petition in
      bankruptcy or a petition to take advantage of any insolvency law; is subject
      to
      the appointment of a receiver, trustee, liquidator, conservator or similar
      officer of itself or of the whole or any substantial part of its business or
      property, or on voluntary or involuntary petition in bankruptcy filed by or
      against it (if said petition is not discharged within sixty (60) days after
      filing of the same), has an order for relief entered with respect to it or
      is
      otherwise adjudicated a bankrupt or insolvent; or files a petition or answer
      seeking reorganization, arrangement, insolvency, readjustment of debt,
      dissolution or liquidation or consents to




-12-


the
      filing of such petition or complaint or answer under the Federal bankruptcy
      laws
      or any other applicable law or statute of the United States of America or any
      state thereof, now or hereafter in effect; or if any attachment or execution
      is
      levied upon this Lease, or if the leasehold is taken on execution or other
      process of law in any action against the Tenant, then in any such case, Landlord
      may immediately, or at any time while such default exists and without further
      notice, terminate this Lease by notice to Tenant, specifying a date not less
      than ten (10) days after the giving of such notice on which this Lease shall
      terminate and this Lease shall come to an end on the date specified therein
      as
      fully and completely as if such date were the date herein originally fixed
      for
      the expiration of the Lease Term, (or if during an extended Lease Term, the
      date
      originally fixed for the termination thereof) or Landlord, at his election,
      may
      lawfully or at any time after such default and without further notice, enter
      into and upon the Premises or any part thereof in the name of the whole, and
      repossess the same as of Landlord's former estate and expel Tenant and those
      claiming through or under Tenant and remove their effects (forcibly if
      necessary) without being deemed guilty of any manner of trespass and without
      prejudice to any remedies for arrears of rent or any other preceding breach
      of
      covenant and Landlord may, at his election, store any effects so removed in
      a
      public warehouse or otherwise for the account of, and at the expense of, Tenant,
      and upon termination of this Lease as aforesaid or under any provision of any
      statute, whether or not Landlord enters the Premises, Tenant will then quit
      and
      surrender the Premises to Landlord, but Tenant shall remain liable as
      hereinafter provided.




6. 2 . LANDLORD
      REMEDIES :
      In the
      event that this Lease is terminated under any of the provisions contained in
      Section 6.1 or shall be otherwise terminated for breach of any obligation of
      Tenant, Tenant covenants to pay forthwith to Landlord, as compensation, the
      total rent reserved for the residue of the Lease Term (or extended Lease Term,
      as the case may be).  In calculating the rent reserved there shall be
      included, in addition to the fixed rent and all additional rent, the value
      of
      all other considerations agreed to be paid or performed by Tenant for said
      residue.  Tenant further covenants as an additional and cumulative
      obligation after any such ending to pay punctually to Landlord all the sums
      and
      perform all the obligations which Tenant covenants in this Lease to pay and
      to
      perform in the same manner and to the same extent and at the same time as if
      this Lease had not been terminated.  In calculating the amounts to be paid
      by Tenant under the next foregoing covenant Tenant shall be credited with any
      amount with the net proceeds of any rent obtained by Landlord by re-letting
      the
      Premises after deducting all Landlord's reasonable expenses in connection with
      such re-




-13-


letting,
      including, without limitation, all repossession costs, brokerage commissions,
      fees for legal services and expenses of preparing the Premises for such
      re-letting, it being agreed by Tenant that Landlord may (i) re-let the Premises
      or any part or parts thereof, for a term or terms which may at Landlord's option
      be equal to or less than or exceed the period which would otherwise have
      constituted the balance of the Lease Term and any Extended Lease Term (as the
      case may be), and may grant such concessions and free rent as Landlord in his
      sole judgement considers advisable or necessary to re-let the same and (ii)
      make
      such alterations, repairs and decorations in the Premises as Landlord in his
      sole judgment considers advisable or necessary to re-let the same (which shall
      in any event not include alterations, repairs and decorations inconsistent
      with
      the remainder of the Building), and no action of Landlord in accordance with
      the
      foregoing or failure to re-let or to collect rent under any re-letting shall
      operate as a release of Tenant or be construed to release or reduce Tenant's
      liability as aforesaid.





6 . 3 . BANKRUPTCY :
      Nothing
      contained in this Lease shall limit or prejudice the right of Landlord to prove
      for and obtain in proceedings for bankruptcy or insolvency by reason of the
      termination of this Lease, an amount equal to the maximum allowed by any statute
      or rule of law in effect at the time when, and governing the proceedings in
      which, the damages are to be proved, whether or not the amount be greater,
      equal
      to, or less than the amount of the loss or damages referred to
      above.





ARTICLE
      VII




7 . NOTICE





7 . 1 . NOTICE
      OF LEASE :
      This
      Lease shall not be recorded.  Upon request of either party hereto both
      parties shall execute and deliver after the Lease Term begins a notice of this
      Lease in form appropriate for recording or registration, and if this Lease
      is
      terminated before the Lease Term expires, an instrument in such form
      acknowledging the date of termination.






7. 2 . COMMUNICATIONS :
      Whenever any notice, approval, consent, request or election is given or made
      pursuant to this Lease it shall be in writing.  Communications and payments
      shall be addressed:





if
      to
      Landlord,


to
      Landlord at:      339 Main Street


Worcester,
      MA 01608





or
      at
      such other address or designated person as may have been




-14-


specified
      by prior notice by Landlord.





if
      to
      Tenant,


to
      Tenant
      at: 33
      Waldo
      Street


Worcester,
      MA 01608


ATTN:
      Chief Financial Officer





or
      at
      such other address or designated person as may have been specified by prior
      notice by Tenant.  Any communication so addressed shall be deemed duly
      served if mailed by United States registered or certified mail, postage prepaid,
      return receipt requested, or delivered in hand.




7 . 3 . BINDING
      EFFECT :
      This
      Lease shall be binding upon and inure to the benefit of the parties hereto
      and
      their respective successors, and permitted assigns, except that only the
      Landlord shall be liable for obligations accruing prior to the transfer of
      the
      real estate of which the Premises are a part, and each successive owner of
      the
      Premises shall be liable only for obligations accruing during the period of
      its,
      his or her ownership.





7 . 4 . KEYS :
      The
      delivery of keys to any employee of Landlord or to Landlord's agent or any
      employee thereof shall not operate as a termination of this Lease or a surrender
      of the Premises.





7 . 5 . WAIVERS :
      The
      failure of Landlord or of Tenant to seek redress for violation of, or to insist
      upon the strict performance of, any covenant or condition of this Lease, or
      any
      of the Rules and Regulations as set forth in Exhibit
      “A” and Exhibit
      “B” hereto,
      as amended, shall not be deemed a waiver of such violation.  No consent or
      waiver, express or implied, by Landlord or Tenant, to or of any breach of any
      agreement or duty shall be construed as a waiver of or consent to any other
      breach of the same or any other agreement or duty.




7. 6 . REMEDIES :
      The
      specific remedies to which Landlord and Tenant may resort under the terms of
      this Lease are cumulative and are not intended to be exclusive of any other
      remedies or means of redress to which he or it may be lawfully entitled in
      case
      of any breach or threatened breach by Landlord or Tenant of any provisions
      of
      this Lease.  In addition to the other remedies provided in this Lease,
      Landlord and Tenant shall be entitled to the restraint by injunction of the
      violation or attempted or threatened violation of any of the covenants,
      conditions or provisions of this Lease or to a decree compelling specific
      performance of any such covenants, conditions or provisions.





-15-


7 . 7 . SEVERABILITY :
      If any
      terms of this Lease, or the application thereof to any person or circumstances,
      shall to any extent be invalid or unenforceable, the remainder of this Lease,
      or
      the application of such term to persons or circumstances other than those as
      to
      which it is invalid or unenforceable, shall not be affected thereby, and each
      term of this Lease shall be valid and enforceable to the fullest extent
      permitted by law.





7 . 8 . RIGHT
      TO CURE :
      (a) If
      Tenant shall at any time default in the performance of any obligation under
      this
      Lease, Landlord shall have the right, but shall not be obligated, to enter
      upon
      the Premises and to perform such obligation notwithstanding the fact that no
      specific provision for such substituted performance by Landlord is made in
      this
      Lease with respect to such default.  In performing such obligations,
      Landlord may make any payment of money or perform any other act.  All sums
      so paid by Landlord (together with interest at the rate of twelve percent (12%)
      per annum) and all necessary incidental costs and expenses in connection with
      the performance of any such act by Landlord, shall be deemed to be additional
      rent under this Lease and shall be payable to Landlord immediately on
      demand.  Landlord may exercise the foregoing rights without waiving any
      other of his rights or releasing Tenant from any of its obligations under this
      Lease.





(b)
      If
      Landlord shall at any time default in the performance of any obligation under
      this Lease, Tenant shall have the right, but not be obligated, to perform such
      obligation notwithstanding the fact that no specific provision for such
      substituted performance by Tenant is made in this Lease with respect to such
      default.  In performing such obligations, Tenant may make any payment of
      money.  Tenant shall be entitled, upon demand, to reimbursement for all
      sums so paid (together with interest at the rate of twelve percent (12%) per
      annum) and all necessary incidental costs and expenses in connection with the
      performance of any such act by Tenant, but such sums, costs, and expenses shall
      not be deductible from the rent or additional rent payable by the Tenant under
      this Lease.




7. 9 . ESTOPPEL
      CERTIFICATE :
      Each
      party hereto Tenant agrees
      from time to time, upon not less than fifteen (15) days prior written request
      from the other, to execute, acknowledge and deliver to the other a statement
      in
      writing certifying that this Lease is unmodified and in full force and effect
      and that Tenant has no defenses, offsets or counterclaims against its
      obligations to pay the fixed rent and additional rent and to perform its other
      covenants under this Lease and that there are no uncured defaults of Landlord
      or
      Tenant under this Lease (or if there have been any modifications that the same
      are in full force and effect




-16-


as
      modified and stating the modifications and, if there are any defenses, offsets,
      counterclaims, or defaults, setting them forth in reasonable detail), and the
      dates to which the fixed rent, additional rent and other charges have been
      paid.  Any such statement delivered pursuant to this Section 7.9 may be
      relied upon by any prospective purchaser or mortgagee of the Premises or any
      prospective assignee of any mortgage of the Premises.





ARTICLE
      VIII




8 . UTILITIES





8 . 1 . HEATING,
      VENTILATING, AIR CONDITIONING :





Subject
      to the provisions of Section 3.A.1. of Article III-A of this Lease, Landlord
      shall furnish, at Landlord's expense, space heating and cooling as normal
      seasonal changes may require to provide reasonable space temperature and
      ventilation for occupants of the Premises under normal business operation,
      Monday through Friday from 8:00 a.m. to 6:00 p.m. (Saturday 8:00
      a.m. to 1:00 p.m.), Sundays and holidays excepted.





8 . 2 . WATER :





Landlord
      will provide, to Tenant, at Landlord's expense, water for drinking, lavatory,
      and  toilet
      purposes, on the Premises.




8 . 3 . ELECTRICAL
      SERVICE :




Landlord
      shall not in any manner be liable or responsible to Tenant for any loss or
      damage or expense which Tenant may sustain or incur if, during the Lease Term
      (or any extension thereof), for the quantity or character of electrical current
      or if electric current is no longer available or suitable for Tenant's
      requirements due to a factor or cause beyond Landlord's control.  Any riser
      or risers or other necessary and proper equipment required to supply Tenant's
      electrical requirements (in addition to such risers and equipment initially
      installed upon construction of the Building or added subsequently thereto and
      prior to the Lease Commencement Date), will upon and within a reasonable time
      after written request of Tenant, be furnished and installed by Landlord, at
      Tenant's expense, if, in Landlord's judgment, the same will not cause permanent
      damage or injury to the Building or cause or create a dangerous or hazardous
      condition or entail excessive or unreasonable alterations, repairs or expense,
      or interfere with or disturb other tenants of Landlord or occupants of the
      Building.  Any such risers and equipment shall be maintained by Landlord in
      good operating condition and repair. Tenant covenants and agrees that its use




-17-


of
      electric current shall not exceed the capacity of the existing feeders to the
      Building or the risers or wiring installation, provided that Landlord shall
      at
      all times maintain the feeders, risers and wiring installation serving the
      Premises.  All costs and expenses incurred by Landlord which are chargeable
      to Tenant pursuant to the provisions of this section shall be paid by Tenant
      as
      additional rent.





8 . 4 . EXCESS
      SERVICES :
      Tenant
      requiring services in excess of those described above shall request same through
      Landlord and, if Landlord determines to provide same, they shall be at Tenant's
      expense.





ARTICLE
      IX





9 . BROKERS :





Landlord
      and Tenant each represent to the other that he and it have not dealt with a
      broker or finder in connection with the transaction which is the subject of
      this
      Lease.





ARTICLE
      X





10. OPTION
      TO EXTEND :





(a)
      Landlord hereby grants to Tenant:





(i)
      the
      option to extend the Lease Term for five (5) years, commencing December 1,
      2016
      and expiring on November 30, 2021 (the “First Extended Term”); and





(ii)
      the
      option to extend the Lease Term for five (5) years, commencing December 1,
      2021
      and expiring on November 30, 2026 (the “Second Extended Term”), provided the
      option to extend the Lease Term for the First Extended Term shall have been
      exercised.





(b)
      the
      options to extend the Lease Term granted in Section 10.(a) shall be exercisable
      and properly exercised by Tenant only if:





(i)
      there
      shall be no uncured default in any of Tenant’s obligations under and pursuant to
      this Lease when the relevant option is exercised (and none thereafter occurs
      prior to the commencement of the relevant extended term); and





(ii)
      the
      said option shall be deemed properly exercised if Tenant shall have given
      Landlord notice of its intention to exercise its said option at least two
      hundred and seventy (270) days prior to the expiration of the Lease Term or
      the
      First Extended Term, as the case may be.





-18-





10.1.
      If
      an option is exercisable and properly exercised, all of the terms and conditions
      of this Lease shall continue in full force and effect except that fixed rent
      shall be as set forth on Schedule
      10.1 annexed
      hereto.





ARTICLE
      XI





11. SUBORDINATION
      AND NON-DISTURBANCE; NOTICE OF DEFAULT BY  LANDLORD
      WITH RESPECT TO EXISTING MORTGAGE :





11.1 FUTURE
      MORTGAGES/DEEDS OF TRUST .





This
      Lease shall be subject and subordinate to the lien of any mortgage and/or deed
      of trust which Landlord may hereafter place upon the Premises provided that:
      (a)
      if there are no uncured defaults hereunder on the part of Tenant, the right
      of
      possession of Tenant to the Premises and Tenant’s rights arising out of this
      Lease shall not be affected or disturbed by the mortgagee, trustee or
      beneficiary under the mortgage and/or deed of trust in the exercise of any
      of
      its rights under the mortgage, deed of trust or the promissory notes secured
      thereby; (b) if there are no uncured defaults hereunder on the part of Tenant,
      Tenant shall not be named as a party defendant to any foreclosure or other
      proceeding under the mortgage or deed of trust nor in any other way be deprived
      of its rights under this Lease, nor shall this Lease be terminated or affected
      by any foreclosure or sale or any proceeding under any mortgage or deed of
      trust; and (c) the mortgagee, trustee and/or beneficiary shall execute and
      deliver to Tenant an Agreement of Attornment and Non-Disturbance in substantial
      conformance with the form attached hereto as Exhibit
      “C” prior to
      the execution of the mortgage or deed of trust. Landlord agrees that in the
      event of any foreclosure of any mortgage or deed of trust affecting the
      Premises, Tenant shall have the right to withhold the payment of any rent due
      hereunder and pay the same directly to the mortgagee or trustee in satisfaction
      of its obligations to pay rent to the Landlord hereunder. Within fifteen (15)
      days after request from Landlord, Tenant shall execute any and all instruments
      requested by Landlord which are necessary or proper to effect the subordination
      of this Lease to any mortgage, deed of trust or other encumbrance, but only
      if
      Tenant, by the same instrument or otherwise, shall have received from the
      mortgagor or trustee of such mortgage or deed of trust, the executed attornment
      and non-disturbance agreements hereinabove described.





11.2 PRESENTLY
      EXISTING MORTGAGES/DEEDS OF TRUST .




-19-


Landlord
      may, at any time, provide Tenant with Agreements of Attornment and
      Non-Disturbance in forms which are in substantial conformance with the form
      attached hereto as Exhibit
      “C” executed
      or to be executed by all entities or parties presently holding mortgages, deeds
      of trust or other liens upon the Premises, and Tenant shall promptly execute
      same and return them to Landlord.





11.3 NOTICE
      TO TENANT OF LANDLORD’S DEFAULT UNDER MORTGAGE,
      ETC.





If
      Landlord receives any notice that Landlord is in default with respect to any
      of
      Landlord’s obligations under and pursuant to any mortgage encumbering the
      Building and/or the Lot (a “Default Notice”), Landlord shall, within five (5)
      days of the receipt by Landlord of any Default Notice, send a copy thereof
      to
      Tenant, and, to the extent permitted by the mortgagee sending the Default
      Notice, Tenant may, but shall not be obligated to, cure any default which is
      the
      subject of a Default Notice. If and to the extent Tenant expends any sums in
      connection with curing any such default (including the reasonable fees of its
      counsel), Landlord shall reimburse Tenant therefor within five (5) days of
      Tenant’s written request for reimbursement. If Landlord shall not make
      reimbursement, as aforesaid, Tenant may withhold rental payments due to Landlord
      to the extent of and until the amount due to Tenant on account of such
      reimbursement shall have been fully reimbursed to Tenant.





Executed
      as a sealed instrument as of the day and year first above written.




**LANDLORD**/s/
                  Debra Wentworth
              
              /s/
                  J. Robert SederWitness
              
              J. Robert
                  Seder**TENANT****COMMONWEALTH
                  NATIONAL BANK**/s/
                  Christine Trifari
              
              By:/s/
                  Charles R. ValadeWitness
              
              Charles
                  R. Valade, Presidentand
                  Chief Executive Officer







-20-


**SCHEDULE
      10.1**





**FIXED
      RENT DURING EXTENDED TERMS**





A. **FIRST
      EXTENDED TERM**





Lease
                Year
            Period
            Annual
                Rent
            Payable
                monthly in
              advance
                on the
              first
                day of each month16
            12/1/16
                to 11/30/17
            $213,747.46
            $17,812.2817
            12/1/17
                to 11/30/18
            $213,747.46
            $17,812.2818
            12/1/18
                to 11/30/19
            $213,747.46
            $17,812.2819
            12/1/19
                to 11/30/20
            $223,237.84
            $18,603.1520
            12/1/20
                to 11/30/21
            $223,237.84
            $18,603.15








B. **SECOND
      EXTENDED TERM**





Lease
                Year
            Period
            Annual
                Rent
            Payable
                monthly in
              advance
                on the
              first
                day of each month21
            12/1/21
                to 11/30/22
            $223,237.84
            $18,603.1522
            12/1/22
                to 11/30/23
            $238,864.48
            $19,905.3723
            12/1/23
                to 11/30/24
            $238,864.48
            $19,905.3724
            12/1/24
                to 11/30/25
            $238,864.48
            $19,905.3725
            12/1/25
                to 11/30/26
            $244,430.02
            $20,369.16