Exhibit 10.1


    


    LEASE

    SECTION
      1

    REFERENCE
      INFORMATION

    


     

    1.1 Reference
      Information

     

    Reference
      in this Lease to any of the following shall have the meaning set forth
      below:

    


    
      	
              Premises:

            	
              The
                portion (shown on Exhibit A as Number 1) of the building (the
                "building")

            
	 	
              known
                as West Boylston Centre, West Boylston, Massachusetts (the
                "Lot"),

            
	 	
              together
                with the right to use Tenant's proportionate fraction of the
                parking

            
	 	
              provided
                on the Lot from time to time as further described at section
                11.8

            
	 	 
	
              Landlord:

            	
              John
                W. Hadley & Catherine M. Hadley

            
	
              Landlord's
                address:

            	
              P.O.
                Box 388

            
	 	
              West
                Boylston, MA 01583

            
	 	 
	
              Tenant:

            	
              Commonwealth
                National Bank

            
	
              Tenant's
                address:

            	
              33
                Waldo Street

            
	 	
              Worcester,
                MA 01608

            
	 	 
	
              Rent
                commencement:

            	
              July
                1,
                2006

            
	 	 
	
              Term
                expiration date:

            	
              The
                date which is ten (10) years from the frst day of the month of the
                Rent

            
	 	
              Commencement
                Date.

            
	 	 
	
              Extension
                term(s):

            	
              Options
                to extend for three (3) additional terms of fve (5) years
                each

            
	 	
              (individually
                and collectively, the "Extension Term") as provided at Section
                2.3,

            
	 	
              with
                rent to be determined as provided below.

            
	 	
            
	
              Annual
                rental rate for

            	
              Base
                rent for the first year will be 52,400/mo. with a 3%
                increase

            
	
              Years
                1 through 5 (2006,

            	
              every
                year. The rental payments are to be paid on the first day
                of

            
	
              through
                2011):

            	
              each
                month in twelve (12) equal payments.

            
	
              Permitted
                uses:

            	
              Banking,
                Financial and Investment Products and Services with

            
	 	
              Drive
                Thru Services and such other uses as are permitted as of right at
                the
                

            
	 	
              Premises
                subject to Landlord's reasonable approval, such approval not to be
                

            
	 	
              unreasonably
                withheld, conditioned or delayed. The withholding of the
                

            
	 	
              Landlord's
                approval because any proposed use would compete with the activities
                

            
	 	
              of
                another tenant in the Shopping Center, or such proposed use would
                violate
                

            
	 	
              any
                term of a lease with another tenant in the Shopping Center, shall
                in no
                event 

            
	 	
              be
                deemed unreasonable. The parties further agree that as long as Tenant
                

            
	 	
              occupies
                the Premises under this Lease, the Landlord shall not lease space
                at the
                

            
	 	
              Shopping
                Center or allow another occupant of the Shopping Center to operate
                as
                

            
	 	
              a
                bank or operate an ATM. 

            
	 	 
	
              Public
                liability insurance

            	
              Bodily
                injury and property damage combined single limit of

            
	
              limit:

            	
              52,000,000
                per occurrence, $2,000,000 aggregate. The Landlord shall be
                named

            
	 	
              on
                the insurance policy as an additional insured. A renewal certificate
                must
                be received by the Landlord no later than 30 (thirty) days before
                expiration of said policy. The insurance carrier shall be an A-rated
                company or higher as rated by A.M. Best's Insurance Guide.
                

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    SECTION
      2

    PREMISES
      AND TERM

    


     

    2.1 Premises

     

    Landlord
      hereby leases and demises the premises to Tenant, and Tenant hereby leases
      the
      premises from Landlord subject to any and all existing encumbrances and other
      matters of record and subject to the terms and provisions of this Lease.


     

    The
      Premises are a part of a larger parcel of land consisting of the Property that
      the Landlord has developed into a shopping center more particularly described
      on
      Exhibit A, attached hereto and made a part hereof (the "Shopping Center").
      Those
      portions of the Shopping Center intended to be for the common use of the Tenant
      and other tenants and occupants of the Shopping Center are collectively referred
      to as the "Common Area" or the "Common Areas". 


     

    The
      Tenant has the complete responsibility for build out of the leased premises.
      This lease is subject to Tenant obtaining a building permit and all approvals
      necessary from the town o f West Boylston, and pertaining to all operations
      of a
      branch bank including, but not limited to a drive-through operation.



     

    2.2
      Term


     

    To
      have
      and to hold the Premises for an original term beginning on the term commencement
      date and continuing until the term expiration date, unless sooner terminated,
      or
      extended, as hereinafter provided. 


     

    2.3
      Option to Extend Term 

     

    Tenant
      shall have three (3) options to extend the term of this Lease for five (5)
      year
      extension term(s) provided (i) no default in the obligations of the Tenant
      under
      this Lease shall exist at the time such option is exercised and (ii) Tenant
      shall give written notice to Landlord of its exercise of such option not less
      than one hundred and eighty (180) days prior to expiration of the original
      or
      then extended tern, as the case may be. All of the terms and provisions of
      this
      Lease shall be applicable during the extension term(s), except that Tenant
      shall
      have no option to extend the term of the lease beyond the extension term(s).
      

    


     

    SECTION
      3

    FIXEDAND
      MARKET RENT

    


    


     

    3.1 Fixed
      Rent

     

    Tenant
      shall pay rent to the Landlord at the address of the Landlord or at such other
      place, or to such other person or entity, as the Landlord may by notice to
      Tenant from time to time direct, at the annual fixed rental rate set forth
      in
      Section 1, in equal installments equal to one-twelfth (1/12th) of the annual
      fixed rental rate in advance on or before the first day of each calendar month
      included in the term, and for any portion of a calendar month at the beginning
      or end
      of
      the term, at that rate payable in advance for such portion

     

    Tenant
      shall pay as additional rent a late charge equal to five percent (5%) of the
      amount of any fixed rent, additional rent, or other charges not paid within
      10
      days of when due hereunder. 


    


     

    SECTION
      4

    INSURANCE

    


     

    4.1
       Tenant's
      Insurance 

     

    Tenant
      shall maintain throughout the term the following insurance: 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    a.
      commercial general liability for any injury to person or property occurring
      on
      the Premises or in the drive-through 

    area,
      as
      shown on Exhibit A attached hereto, naming as additional insureds Landlord
      and
      such persons, including, 

    without
      limitation. Landlord's managing agent and mortgage lenders, as Landlord shall
      designate from time to time, 

    in
      amounts that shall, at the beginning of the term, be at least equal to the
      limits set forth in Section 1, and, from time 

    to
      time
      during the term, shall be for such higher limits as are customarily required
      for
      Tenant's operations; and 

    b.
      worker's compensation insurance with statutory limits covering all of Tenant's
      employees working at the 

    Premises.
      

     

    c.
      Tenant
      shall be responsible for assurance and verification of liability and workman's
      comp insurance of all contractors or subcontractors providing any
      construction/build out services to tenant regarding the subject property.


    


     

    4.2
      Landlord's Insurance 

     

    Landlord
      shall maintain throughout the term the following insurance: 

     

    a.
      commercial general liability for any injury to person or property occurring
      on
      the lot or building or the Shopping Center, in such amounts and with such
      deductibles as are customarily required for shopping centers in Worcester,
      Massachusetts; 

     

    b.
      all-risk fire and casualty insurance on a replacement value, agreed-amount
      basis
      together with rental loss coverage and, if the Landlord so elects, floor
      coverage to the extent the same is available, insuring the building and its
      rental value, with such deductibles, if any, as Landlord shall consider
      appropriate; and 

     

    c.
      at
      Landlord's option, insurance against loss or damage from sprinklers and from
      leakage or explosions or cracking of boilers, pipes carrying steam or water,
      or
      both, pressure vessels or similar apparatus. in the so-called broad form, in
      such amounts and with such deductibles as Landlord may consider appropriate
      and
      insurance against such other hazards and in such amounts as may from time to
      time be required by any bank, insurance company, or other lending institution
      holding a mortgage on the building. 

    


     

    4.3
      Requirements Applicable to Insurance Policies 

     

    All
      policies of insurance required under the provisions of Section 4.1 shall be
      obtained from responsible companies qualified to do business in the Commonwealth
      of Massachusetts and in good standing therein. Tenant agrees to furnish Landlord
      with insurance company certificates of all such insurance and copies of the
      policies prior to the beginning of the Term hereof and of each renewal policy
      at
      least thirty (30) days prior to the expiration of the policy it renews. Each
      such policy shall be noncancellable with respect to the interest of the Landlord
      and Landlord's mortgages without at least thirty (30) days prior written notice
      thereto. 

    


    


     

    SECTION
      5

    TAXES,
      UTILITIES,

    COMMON
      AREA MAINTENANCE EXPENSES

    


     

    5.1 Utilities

     

    All
      utilities will be separately metered (or sub-metered) to the Tenant's rental
      space. and Tenant shall be solely responsible for all utilities during the
      Term
      or any renewal thereof including, but not limited to, heat, hot water,
      electricity, and water and sewer charges. 

     

    Expenses
      which Tenant shall be responsible for shall not include: 

     

    (i)
      Costs
      incurred because the Landlord or another tenant violated the terms of any lease;
      

     

    (ii)
      Repairs or other work needed because of fire, windstorm or casualty against
      the
      Landlord; 

     

    (iii)
      Costs, fines or penalties incurred because Landlord violated any Governmental
      rule or authority; 

     

    (iv)
      Costs incurred by Landlord for alterations that are considered capital
      improvements and replacements under generally accepted accounting principals
      consistently applied except that the annual amortization of these costs may
      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    be
      included; 

     

    (v)
      Costs
      incurred to survey, clean up, contain, abate, remove or otherwise remedy
      hazardous wastes or asbestos containing materials from the Premises, building
      or
      the Shopping Center. 

    


     

    5.2
      Taxes


     

    The
      Tenant shall pay a pro rata share of the total tax bill for the shopping plaza
      property, pro rated from June 1, 2006, and to be paid bi-annually, with 50%
      of
      said amount due on December 31st
      and 50%
      due on June 30th of the respective fiscal year, Landlord to provide tenant
      with
      copies of tax bills no less than 30 days prior to the date the said payment
      is
      due. 

    


     

    SECTION
      6


    LANDLORD'S
      COVENANTS 

    


     

    6.1
       Common
      Area Maintenance 

     

    Subject
      to Sections 7 and 8, Landlord shall maintain and repair the Common Areas,
      including the parking lot and any landscaping or plantings at the Shopping
      Center, and Landlord shall clean and provide snow plowing for all of the Common
      Are, including the drive-through area; 

    


     

    6.2
      Trash


     

    Landlord
      shall provide a trash receptacle(s) in the dumpster enclosure(s). Tenant shall
      breakdown or compact cardboard prior to placing receptacle and place same in
      separate cardboard receptacle, if directed by the Landlord. Tenant will bag
      and
      place its trash and garbage in the trash receptacle provided by the Landlord.
      No
      material will be placed in the trash boxes or receptacles if such material
      may
      not be disposed of in the ordinary and customary manner of removing and
      disposing of trash and garbage without being in violation of any law or
      ordinance governing such disposal. All garbage and refuse disposal will be
      made
      only through entryways and elevators provided for such purposes and at such
      times as Landlord designates. Removal of any furniture or furnishings, large
      equipment, package crates, packing materials and boxes will be the
      responsibility of each tenant. Such items may not be disposed of in the Building
      trash receptacles, nor will they be removed by the Building's janitorial
      service, except at Landlord's sole option and at the Tenant's expense. No
      furniture, appliances, equipment, or flammable products of any type may be
      disposed of in the Building trash receptacles. Tenant may at its option and
      expense secure its own trash disposal services. 

     

     

    SECTION
      7


    TENANT'S
      COVENANTS 


     

    7.1 Use

     

    Tenant
      shall use the premises only for the permitted uses and shall from time to time
      procure all licenses and permits necessary therefore at Tenant's sole expense.
      

    


     

    7.2
      Repair and Maintenance 

     

    Except
      otherwise provided in Section 6 and 8, Tenant shall keep the Premises, including
      all plumbing, electrical, heating, air-conditioning and other systems therein
      and exclusively serving the Premises, in good order, condition, and repair
      and
      in at least as in good order, condition, and repair as they are in on the
      commencement date or date installed if put in during the term, only reasonable
      use and wear expected. However, with the exception of the air conditioning
      system, Tenant will only be responsible for inside maintenance and repairs;
      exterior, ie. from the exterior of building out, shall remain Landlord's
      responsibility. Tenant shall make all repairs and replacements and do all other
      work necessary for the foregoing purposes whether the same may be ordinary
      or
      extraordinary, foreseen or unforeseen. Tenant shall keep in a safe, secure,
      and
      sanitary condition all trash and rubbish temporarily stored at the premises
      in
      connection with Tenant's use of the premises. The maintenance of the
      drive-through area physical premises shall be the responsibility of the Tenant,
      but snow removal, etc. will be the responsibility of the Landlord. 

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    7.3
      Compliance with Law and Insurance Requirements 

     

    Tenant
      shall make all repairs, alterations, additions, or replacements to the Premises
      required by any law or ordinance, or any order or regulation of any public
      authority arising from Tenant's specific use of the premises, and shall keep
      the
      premises equipped with all safety appliances so required. Tenant shall not
      dump,
      fush, or in any way introduce any hazardous substances or any other toxic
      substances into the septic, sewage, or other waste disposal system serving
      the
      premises, or generate, store, or dispose of hazardous substances in or on the
      premises, or dispose of hazardous substances from the premises to any other
      location without prior written consent of Landlord and then only in compliance
      with the Resource Convention and Recovery Act of 1976, as amended, 42 U.S.C.
§
6901 et sq.; the Massachusetts Hazardous Waste Management Act, G.L. c. 21 C,
      as
      amended: the Massachusetts Oil and Hazardous Material Release Prevention and
      Response Act, G.L. c. 21 E, as amended; and all other applicable codes,
      regulations, ordinances, and laws. Tenant shall notify Landlord of any incident
      that would require fling of a notice under Chapter 232 of the Acts of 1982
      and
      shall comply with the orders and regulations of all government authorities
      with
      respect to zoning, building, fire, health, and other codes, regulations,
      ordinances, or laws applicable to the premises. "Hazardous substances" as used
      in this section shall mean "hazardous substances" as defined in the
      Comprehensive Environmental Response Compensation and Liability Act of 1980,
      as
      amended, U.S.C. § 9601, and regulations adopted pursuant to said act.


     

    Landlord
      may, if it so elects, after notice to Tenant and provided Tenant has no
      reasonable objection to such work, make any repairs, alterations, additions,
      or
      replacements referred to in this section that affect the building structure
      or
      the building systems, and Tenant shall reimburse Landlord for the cost thereof
      on demand. Tenant will provide Landlord, from time to time on Landlord's
      request, with all records and information regarding any hazardous substance
      maintained on the premises by Tenant. 

     

    Landlord
      shall have the right, at its expense, during Tenant's regular business houses,
      with reasonable advance notice, to make such inspections as Landlord shall
      reasonable elect from time to time to determine if Tenant is complying with
      this
      section. 

     

    Tenant
      shall comply promptly with the recommendations of any insurer, foreseen or
      unforeseen, ordinary as well as extraordinary, that may he applicable to the
      premises by reason of Tenant's use thereof. In no event shall any activity
      be
      conducted by Tenant on the premises that may give rise to any cancellation
      of
      any insurance policy or make any insurance unobtainable. 

    


     

    7.4
      Tenant's Work 

     

    Tenant
      will be responsible for renovations, improvements, and maintenance thereof
      to
      the premises during the term of the lease. The Tenant shall be responsible
      for
      the fabrication and installation of its sign panel on the main sign structure.
      Tenant shall be entitled to erect and shall be responsible for the purchase,
      installation, and maintenance of two (2) lit signs on the premises. Any such
      sign shall not cover more than thirty (30) square feet of wall area measured
      by
      the perimeter combined sign element(s). Tenant shall also have the right to
      install directional signs at the corner indicating of the entrance and exit
      of
      the Premises and the drive through and ATM areas. Any sign and the method and
      location of installation must comply with all laws, regulations and ordinances,
      must have proper permits, and must be approved by the Landlord prior to its
      installation. Landlord shall not unreasonable withhold any such approval. Tenant
      shall not make any other exterior or structural or interior non-structural
      (costing more than $10,000 in each instance) installations, alterations,
      additions, or improvements in or to the Premises, including, without limitation,
      any apertures in the walls, partitions, ceilings, or floors, without on each
      occasion obtaining the prior written consent of the Landlord. Any such work
      si
      approved by Landlord shall be performed only in accordance with plans and
      specifications that are certified by a licensed architect and approved by
      Landlord. Tenant shall procure at Tenant's sole expense all necessary permits
      and licenses before undertaking any work on the Premises and shall perform
      all
      such work in a good and workmanlike manner, employing materials of good quality
      and so as to conform with all applicable zoning, building, fire, health, and
      other codes, regulations, ordinances, and laws, and with all applicable
      insurance requirements. Tenant shall keep the premises all times free of liens
      for labor and materials. Tenant shall require all contractors employed by Tenant
      to carry workers' compensation insurance in accordance with statutory
      requirements and comprehensive public liability insurance covering such
      contractors on or about the 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    premises
      in amounts that at least equal the limits set forth in Section 1 and to submit
      certificates evidencing such coverage to Landlord prior to the commencement
      of
      such work. Tenant shall save landlord harmless and indemnified from all injury,
      loss, claims, or damage to any person or property occasioned by, or growing
      out
      of such work. Landlord may inspect the work of Tenant at reasonable times and
      give notice of observed defects. 

    


     

    7.5
      Indemnity 

     

    Tenant
      shall defend, with counsel, all actions against Landlord; any partner, trustee,
      stockholder, officer, director, employee, or beneficiary of Landlord; holders
      of
      mortgages secured by the building: and any other party having an interest in
      the
      Premises ("indemnified parties") with respect to, and shall pay, protect.
      indemnify, and save harmless, to the extent permitted by law, all indemnified
      parties from and against, any and all liabilities, losses, damages, costs,
      expenses (including reasonable attorneys' fees and expenses), causes of action,
      suits, claims, demands, or judgments of any nature arising from (a) injury
      to or
      death of any person, or damage to or loss of property, occurring on the Premises
      or connected with the use, condition, or occupancy of any thereof unless caused
      by the negligence of Landlord or its servants or agents; (b) violation of this
      Lease by Tenant; © for any and all claims arising on, or from the use of, the
      drive-through area described in Exhibit A attached hereto, it being the intent
      of the parties that the Tenant shall have complete and sole responsibility
      for
      such drive-through area; or (d) any act, fault, omission, or other misconduct
      of
      Tenant or its agents, contractors, licensees, sublessees, or invitees.


    


     

    7.6
      Landlord's Right to Enter 

     

    Due
      to
      the security inherent in banking operations, Landlord and Tenant agree that
      Landlord and its representatives shall not enter the Premises without being
      accompanied by the Tenant. The parties further agree that Tenant shall pen-nit
      Landlord and its agents to enter the premises at reasonable times and on
      reasonable notice during Tenant's regular business hours (except in the case
      of
      emergencies consisting or imminent threats to the safety and/or integrity of
      the
      Premises, building or Shopping Center, in which event Landlord shall endeavor,
      to the extent practicable, to notify the emergency contact representative of
      the
      Tenant designated for such purposes prior to entering the Premises) to examine
      the Premises; make such repairs and replacements as Landlord may elect, without,
      however, any obligation to do so; and show the Premises to prospective
      purchasers and landers, and, during the last year of the term, to prospective
      tenants and to keep affixed in suitable places notices of availability to the
      Premises. Until further notice to Landlord, the Tenant's designated official
      for
      emergency contact and access purposes is: Andrea White whose pone numbers are:
      (1) Work (508) 793-8368; (ii) Cell (508) 612-9526; and (iii) Home (508)
      234-4463. 

    


     

    7.7
      Personal Property at Tenant's Risk 

     

    All
      furnishings, fixtures, equipment, effects, and property of every kind of Tenant
      and of all persons claiming by, through, or under Tenant that may be on the
      premises shall be at the sole risk and hazard of th Tenant, and if the whole
      or
      any part thereof shall be destroyed or damages by fire, water, or otherwise,
      or
      by the leakage or bursting of water pipes, steam pipes, or other pipes, or
      by
      theft, or from any other cause, no part of such loss or damage shall be the
      responsibility of the Landlord, except that Landlord shall in no event be
      indemnified or held harmless or exonerated from any liability to Tenant for
      any
      injury, loss, damage, or liability not covered by Tenant's insurance to the
      extent prohibited by law. Tenant shall insure Tenant's personal property.


    


     

    7.8
      Payment of Landlord's Cost of Enforcement 

     

    Tenant
      shall pay, on demand, Landlord's expenses, including reasonable attorneys'
      fees,
      incurred in enforcing any obligation of Tenant under this lease or in curing
      any
      default by Tenant under this Lease provided in Section 9.4. 

    


     

    7.9
      Yield
      Up 

     

    At
      the
      expiration of the term or earlier termination of this Lease, Tenant shall
      surrender all keys to the premises, remove all of its trade fixtures and
      personal property in t he premises, remove such installations and improvements
      made by Tenant (after the completion of the Tenant's work described in Exhibit
      B
      of this Lease) as Landlord may request and all Tenant's signs wherever located,
      repair all damage caused by such removal, and yield up the premises (including
      all installations or improvements made by Tenant except for trade fixtures
      and
      such installations and 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    improvements
      made by Tenant as Landlord shall request Tenant to remove) broom clean and
      in
      the same good order and repair in which Tenant is obliged to keep and maintain
      the premises under this Lease. Any property not so removed shall be deemed
      abandoned and may be removed and disposed of by Landlord in such manner as
      Landlord shall determine, and Tenant shall pay Landlord entire cost and expense
      incurred by it in effecting such removal and disposition in making any
      incidental repairs and replacements to the premises and for use and occupancy
      during the period of expiration of the term and prior to Tenant's performance
      of
      its obligations under this Section 7.9. 

    


     

    7.10
      Estoppel Certificate 

     

    On
      not
      less than ten (10) business days' prior notice by landlord, Tenant shall
      execute, acknowledge, and deliver to Landlord a statement in writing certifying
      that this Lease is unmodified and in full force and effect and that, except
      as
      stated herein, Tenant has no knowledge or any defenses, offsets, or
      counterclaims against its obligations to pay fixed rent and additional rent
      and
      any other charges and to perform its other covenants under this lease (or,
      if
      there have been any modifications, the same is in full force and effect as
      modified and stating the modifications and, if there are any defenses, offsets,
      or counterclaims, setting them forth in reasonable detail), the dates to which
      the fixed rent and additional rent and other charges have been paid and a
      statement that Landlord is not in default hereunder (or if in default, the
      nature of such default, in reasonable detail). Any such statement delivered
      pursuant to this Section 7.10 may be relied on by any prospective purchaser
      or
      mortgagee of the building. 

    


     

    7.11
       Landlord's
      Expenses Regarding Consents 

     

    Tenant
      shall reimburse Landlord promptly on demand for all reasonable legal and other
      expenses incurred by Landlord in connection with all requests by Tenant for
      consent or approval hereunder. 

    


     

    7.12
      Rules and Regulations 

     

    Tenant
      shall comply with such reasonable rules and regulations as may be adopted from
      time to time by Landlord to provide for the beneficial operation of the lot
      and
      building. 

    


     

    7.13
      Holding Over 

     

    Tenant
      shall vacate premises immediately upon the expiration or sooner termination
      of
      this Lease. If tenant retains possession of the premises or any part thereof
      after the termination of the term without Landlord's express consent, Tenant
      shall pay Landlord rent at double the monthly rate for total rent specified
      in
      Section I for the time Tenant thus remains in possession and, in addition
      thereto, shall pay Landlord for all damages, consequential as well as direct,
      sustained by reason of Tenant's retention of possession. The provisions of
      this
      section do not exclude Landlord's rights of reentry or any other right
      hereunder, including, without limitation, the right to refuse triple the monthly
      rent and instead remove the Tenant through summary proceedings for holding
      over
      beyond the expiration of the term of this Lease. 

    


     

    7.14
      Assignment and Subletting 

     

    Tenant
      shall not assign, transfer, mortgage, or pledge this Lease or grant a security
      interest in Tenant's rights hereunder or sublease (which term shall be deemed
      to
      include the granting of concessions and licenses and the like) all or any part
      of the premises or suffer or permit this Lease or the leasehold estate hereby
      created or any other rights arising under this Lease to be assigned,
      transferred, or encumbered, in whole or in part, whether voluntary, involuntary,
      or by operation of law, or permit the occupancy of the premises by anyone other
      than Tenant without Landlord's prior written consent. Any attempted assignment,
      transfer, mortgage, pledge, grant of security interest, sublease, or other
      encumbrance, except with prior written approval thereof from Landlord, shall
      be
      void. No assignment, transfer, mortgage, grant of security interest, sublease,
      or other encumbrance, whether or not approved, and no indulgence granted by
      Landlord to any assignee or sublessee, shall in any way impair the continuing
      primary liability (which after an assignment shall be joint and several with
      the
      assignee) of Tenant hereunder, and no approval in a particular instance shall
      be
      deemed to be a waiver of the obligation to obtain Landlord's approval in any
      other case. 

     

    Within
      thirty (30) days after Landlord's receipt of any request for consent under
      the
      preceding paragraph, Landlord 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    may,
      at
      its option by notice to Tenant, elect to terminate this Lease in the case of
      a
      proposed assignment or proposed sublease of the entire premises. Upon such
      termination, Tenant shall have no further liability under this Lease. Tenant
      may
      assign this Lease and sublet the Premises without the Landlord's consent if
      such
      subletting or assignment is to a subsidiary or any entity controlled by or
      under
      common control with Tenant or by virtue of a merger or other reorganization
      or
      by a sale of substantially all of the Tenant's assets. Any assignment or
      subletting (whether with Landlord's consent or in an instance not requiring
      Landlord's consent), shall not relieve the tenant of any liability hereunder,
      however, if for any assignment or sublease Tenant shall receive rent or other
      consideration, either initially or over the term of the assignment or sublease.
      in excess of the rent called for hereunder (or in the case of the sublease
      of
      part, in excess of such rent allocable to the part) after appropriate
      adjustments to assure that all over payments called for hereunder are taken
      into
      account, Tenant shall pay to Landlord, as additional rent, one-half (%) of
      such
      excess of such payment of rent or other consideration received by Tenant,
      promptly after it's receipt. 

    


     

    7.15
      Overloading and Nuisance 

     

    Tenant
      shall not injure, overload, deface, or otherwise harm the premises; commit any
      nuisance, permit the emission of any objectionably noise, vibration, or odor;
      make allow or suffer any waste; or make any use of the premises that is
      improper, offensive, or contrary to any law or ordinance that will invalidate
      any of Landlord's insurance. Landlord agrees that it shall impose these same
      restrictions on all other tenants of the Shopping Center. 

     

     

    SECTION
      8


    CASUALTY
      OR TAKING 

    


     

    8.1
       Termination
      

     

    In
      the
      event that greater than twenty-five percent (25%) of the building or the lot
      shall be taken by any public authority for any public use or destroyed by the
      action or any public authority (a "taking"), this Lease may be terminated by
      either Landlord or Tenant effective on the effective date of the taking. In
      the
      event that the premises shall be destroyed or damaged by fire or casualty (a
      "casualty") and if Landlord's architect, engineer, or contractor shall determine
      that it will require in excess of one hundred eighty (180) days from the date
      or
      the casualty to restore the premises, this lease may be terminated by either
      the
      Landlord or Tenant by notice to the other within thirty (30) days after the
      casualty. In the case of a taking, such election, which may be made
      notwithstanding the fact that Landlord's entire interest may have been divested,
      shall be made by the giving of notice by Landlord or Tenant to the other within
      thirty (30) days after Landlord or Tenant, as the case may be, shall receive
      notice of the taking. 

    


     

    8.2
      Restoration 

     

    In
      the
      event of a taking or a casualty, if neither Landlord nor Tenant exercises the
      election to terminate provided in Section 8.1, this lease shall continue in
      force and a just proportion of the fixed rent and other charges hereunder,
      according to the nature and extent of the damages sustained by the Premises
      and
      the Shopping Center, including access thereto, but not in excess of an equitable
      portion of the net proceeds of insurance recovered by the Landlord under the
      rental insurance carried pursuant to Section 4.2, shall be abated until the
      premises, or what may remain thereof, shall be put by Landlord in proper
      condition for use subject to zoning and building laws or ordinances then in
      existence, which, unless Landlord or Tenant has exercised its option to
      terminate pursuant to Section 8.1, Landlord covenants to do with reasonable
      diligence at Landlord's expense. Landlord's obligations with respect to
      restoration shall not require Landlord to expend more than the net proceeds
      of
      insurance recovered by Landlord's mortgagees. "Net proceeds of insurance
      recovered or damages awarded" refers to the gross amount of such insurance
      or
      damages less the reasonable expenses of Landlord in connection with the
      collection of the same, including, without limitation, fees and expenses of
      Landlord in connection with the collection of the same, including, without
      limitation, fees and expenses for legal and appraisal services. 

    


     

    8.3
      Award


     

    Irrespective
      of the form in which recovery may be had by law, all rights to damages or
      compensation shall belong to Landlord in all cases. Tenant hereby grants to
      Landlord all of Tenant's rights to such damages and compensation and covenants
      to deliver such further assignments thereof as Landlord may from time to time
      request. Notwithstanding 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    anything
      else in this Section 8.3, Tenant may claim and recover from the condemning
      authority a separate award for Tenant's personal property and fixtures paid
      for
      by Tenant and any other award that would not substantially reduce the award
      payable to Landlord. Each party shall seek its own award, as limited by this
      Section, at its own expense, and neither shall have any right to the award
      made
      to the other. 

    


     

    SECTION
      9

    DEFAULT

    


     

    9.1
       Events
      of
      Default 

     

    a.
      If
      tenant shall default in the performance of any of its obligations to pay the
      fixed rent, additional rent, or any other sum payable hereunder, and if such
      default shall continue for five (5) days after notice from Landlord designating
      such default; 

     

    b.
      If
      within thirty (30) days after notice from Landlord to Tenant specifying any
      other default or defaults Tenant has not commenced diligently to correct the
      default or defaults so specified or has not thereafter diligently pursued such
      correction to completion; 

     

    c.
      If any
      assignment for the benefit of creditors shall be made by Tenant: 

     

    d.
      If
      Tenant's leasehold interest shall be taken on execution or other process of
      law
      in any action against Tenant; 

     

    e.
      If a
      lien or other involuntary encumbrance is fled against Tenant's leasehold
      interest and is not discharged or bonded over within thirty (30) days
      thereafter; 

     

    f.
      If a
      petition is fled by Tenant for liquidation, or for reorganization or an
      arrangement or any other relief under any provision of the Bankruptcy Code
      as
      then in force and effect; or 

     

    g.
      If an
      involuntary petition under any of the provisions of said Bankruptcy Code is
      fled
      against Tenant and such involuntary petition is not dismissed within thirty
      (30)
      days thereafter, 

     

    then,
      and
      in any of such cases, Landlord and the agents and servants of the Landlord
      lawfully may, in addition to and not in derogation of any remedies for any
      preceding breach or covenant, immediately or at any time thereafter and without
      demand or notice and with or without process of law (forcibly, if necessary)
      enter into and on the premises or any part thereof in the name of the whole,
      or
      mail a notice of termination addressed to the Tenant, and repossess the same
      as
      of Landlord's former estate and expel Tenant and those claiming through or
      under
      Tenant and remove its and their effects without being deemed guilty of any
      manner of trespass and without prejudice to any remedies that might otherwise
      be
      used for arrears of rent or prior breach of covenant, and on such entry or
      mailing as aforesaid this Lease shall terminate, Tenant hereby waiving all
      statutory rights (including, without limitation, rights of redemption, if any)
      to the extent such right may be lawfully waived. Landlord, without notice to
      Tenant, may store Tenants effects, and those of any person claiming through
      or
      under Tenant at the expense and risk of Tenant, and, if Landlord so elects,
      may
      sell such effects at public auction or private sale and apply the net proceeds
      to the payment of all sums due to Landlord from Tenant, if any, and pay over
      the
      balance, if any, to Tenant. 

    


     

    9.2
      Remedies 

     

    In
      the
      event that this lease is terminated under any of the provisions contained in
      Section 9.1, Tenants shall pay forthwith to Landlord, compensation, the excess
      of the total rent observed for the residue of term over the fair market rental
      value of the premises for the residue of the term. In calculating the rent
      reserved there shall be included, in addition to the fixed rent and additional
      rent, the value of all other considerations agreed to be paid or performed
      by
      Tenant during the residue. As additional and cumulative obligations after any
      such termination, Tenant shall also pay punctually to Landlord all the sums
      and
      shall perform all the obligations that 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 to
      Landlord pursuant to the first sentence of this Section 9.2 and also with the
      net proceeds of any rent obtained by Landlord by reletting the premises, after
      deducting all Landlord's reasonable costs, brokerage commissions, fees for
      legal
      services, and expenses of preparing the premises for such reletting, it being
      agreed by Tenant that Landlord may (i) relet the premises or any part or parts
      thereof for a term or terms that may, at Landlord's option, be equal to or
      less
      than or exceed the period that would otherwise have 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    constituted
      the balance of the term hereof and may grant such concessions and free rent
      as
      Landlord in the reasonable judgment considers advisable or necessary to relet
      the same, and (ii) make such alterations, repairs, and decorations in the
      premises as Landlord in its reasonable judgment considers advisable or necessary
      to relet the same, and no action of Landlord in accordance with the foregoing
      or
      failure to relet or to collect rent under reletting shall operate or be
      construed to release of reduce Tenant's liability as aforesaid. 

    


     

    9.3
      Cumulative Remedies 

     

    Except
      as
      otherwise expressly provided herein, any and all rights and remedies to Landlord
      may have under this Lease and at law and equity shall be cumulative and shall
      not be deemed inconsistent with one another, and any two or more of all such
      rights and remedies may be exercised at the same time to the greatest extent
      permitted by law; provided, however, that Landlord agrees to use reasonable
      efforts to mitigate its damages. 

    


     

    9.4
      Landlord's Right to Cure Defaults 

     

    At
      any
      time following 10 (the) days' prior notice to Tenant (except in cases or
      emergency when no notice shall be required), Landlord may (but shall not be
      obligated to) cure any default by Tenant under this Lease, and whenever Landlord
      so elects. all costs and expenses incurred by Landlord, including reasonable
      attorneys' fees, in curing a default shall he paid by Tenant to Landlord as
      additional rent on demand, together with interest thereon at the rate provided
      in Section 9.7 from the date of payment by Landlord to the date of payment
      by
      Tenant. 

    


     

    9.5
      Effect of Waivers on Default 

     

    Any
      consent or permission by landlord to any act or omission that otherwise would
      be
      a breach of any covenant or condition herein, or any waiver by Landlord of
      the
      breach of any covenant or condition herein, shall not in any way be held or
      construed (unless expressly so declared) to operate so as to impair the
      continuing obligation of any covenant or condition here in, or otherwise operate
      to permit the same or similar acts or omissions except as to the specific
      instance. The failure of Landlord to seek redress for violation of, or to insist
      on the strict performance of any covenant or condition of this Lease shall
      not
      be deemed a waiver of such violation nor prevent a subsequent act, which would
      have originally constituted a violation, from having all the force and effect
      of
      an original violation. The receipt by Landlord of rent with knowledge of the
      breach by Landlord or of any of Landlord's remedies on account thereof,
      including its right of termination for such default. 

    


     

    9.6
      No
      Accord and Satisfaction 

     

    No
      acceptance by Landlord of a lesser sum than the fixed rent, additional rent,
      or
      any other charge then due shall be deemed to be other than on account of the
      earliest installment of such rent or charge due, unless Landlord elects by
      notice to Tenant to credit such sum against the most recent installment due.
      Any
      endorsement or statement on any check or any letter accompanying any check
      or
      payment as rent or other charge shall not be deemed an accord and satisfaction,
      and Landlord may accept such check or payment without prejudice to Landlord's
      right to recover the balance of such installment or pursue any other remedy
      under this Lease or otherwise. 

    


     

    SECTION
      10

    MORTGAGES

    


     

    10.1
       Rights
      of
      Mortgage Holders 

     

    Except
      for the rent paid upon the execution of this Lease, no fixed rent, additional
      rent, or any other charge shall be paid more than ten (10) days prior to the
      due
      date thereof, and payments made in violation of this provision shall (except
      to
      the extent that such payments are actually received by a mortgagee in possession
      or in the process of foreclosing its mortgage) be a nullity as against such
      mortgagee. 

     

    In
      the
      event of any act or omission by Landlord that would give Tenant the right to
      terminate this Lease or to claim a partial or total eviction. Tenant shall
      not
      exercise any such right (a) until it shall have given notice, in the manner
      provided in section 11. 1, of such act or omission to the holder of any mortgage
      encumbering the premises whose 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    name
      and
      address shall have been furnished to the Tenant in writing, at the last address
      so furnished, and (b) until a reasonable period of time for remedying such
      act
      or omission shall have elapsed following the giving of such notice, provided
      that following the giving of such notice, Landlord or such holder shall, with
      reasonable diligence, have commenced and continued to remedy such act or
      omission or to cause the same to be cured. 

     

    In
      the
      event any proceedings are brought for the foreclosure of, or in the event of
      exercise of the power of sale under, any mortgage now or hereafter encumbering
      the premises, Tenant shall attorn to the purchaser on such foreclosure or sale
      or on any grant of any a deed in lieu of foreclosure and recognize such
      purchaser as Landlord under this Lease provided that purchases agrees to
      recognize the rights of Tenant under this Lease. 

     

    This
      Lease shall be subject and subordinate to any and all mortgages, deeds, and
      trusts and other instruments in the nature of a mortgage, now or at any time
      hereafter, on lease premises Tenant shall, when requested, promptly execute
      and
      deliver such written instruments as shall be necessary to show the subordination
      of this Lease to said mortgages, deed of trust or other such instruments in
      the
      nature of a mortgage provided that the mortgagee or holder or said mortgage
      enters into an agreement with Tenant by the terms of which such holder will
      agree to recognize the rights of Tenant under this Lease and to accept Tenant
      as
      tenant of the premises under the terms and conditions of this Lease in the
      event
      of acquisition of title by such holder through foreclosure proceedings or
      otherwise, and Tenant will agree to recognize the holder of such mortgage as
      Landlord in such event, which agreement shall be made expressly to bind and
      inure to the benefit of the successors and assigns of Tenant and of the holder
      on anyone purchasing said premises at any foreclosure sale a "Subordination
      Non-Disturbance and Attornment Agreement" or "SNDA"). Tenant and Landlord agree
      to execute and deliver any appropriate SNDA instruments customarily used by
      the
      holder and necessary to carry out the agreements contained in this section
      10.1.
      Any such mortgage to which this Lease shall be subordinated may contain such
      terms, provisions, and conditions as the holder deemed usual or customary.
      Tenant agrees to execute and deliver any appropriate instruments necessary
      to
      carry out the agreements contained in this section 10.1. 

    


     

    SECTION
      11 

    MISCELLANEOUS
      PROVISIONS 

    


     

    11.1
       Notice
      From One Party to the Other 

     

    All
      notices required or permitted hereunder shall be in writing, sent by certified
      or registered mail, postage prepaid and addressed, if to Tenant, at the original
      address of Tenant or such other address as Tenant shall have last designated
      by
      notice in writing to Landlord and, if to Landlord, at the original address
      of
      Landlord or such other address as Landlord shall have last designated by notice
      in writing to tenant. Any notice shall be deemed duly given when delivered
      or
      tendered for delivery at any such address. 

     

     

    11.2
      Quiet Enjoyment 

     

    Landlord
      agrees that on Tenant's paying the rent and performing and observing the terms.
      covenants, conditions and provisions on its part to be performed and observed,
      Tenant shall and may peaceably and quietly have, hold, and enjoy the premises
      during the term without any manner of hindrance or molestation from Landlord
      or
      anyone claiming under Landlord, subject, however, to the terms of this Lease.
      

     

     

    11.3
       Lease
      Not
      to Be Recorded; Notice of Lease 

     

    Tenant
      agrees that it will not record this Lease. Landlord and Tenant agree that they
      will enter and record a notice of lease in form reasonable acceptable to
      Landlord at the expense of the Tenant. 

     

     

    11.4
       Bind
      and
      Inure; Limitation of Landlord's Liability 

     

    The
      obligations of this Lease shall run with the land, and this Lease shall be
      binding on and inure to the benefit of the parties hereto and their respective
      successors and assigns. No owner of the premises shall be liable under this
      Lease except for breaches of Landlord's obligations occurring while owner of
      premises. The obligations of Landlord shall be binding on the assets of
      Landlord, which compromise the Premises, including the proceeds thereof but
      not
      on other assets of Landlord. No individual partner, trustee, stockholder,
      officer, director, employee, or beneficiary of 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Landlord
      shall be personally liable under this Lease, and Tenant shall look solely to
      Landlord's interest in the premises in pursuit of its remedies on an event
      of
      default hereunder, and the general assets of Landlord and its partners,
      trustees, stockholders, officers, employees, or beneficiaries of Landlord shall
      not be subject to levy, execution, or other enforcement procedure for the
      satisfaction of the remedies of Tenant. 

     

     

    11.5
      Force Majeure 

     

    In
      any
      case where either party hereto is required to do any act, delays caused by,
      or
      resulting from, acts of God, ware,
      civil commotion, fire, flood, or other casualty; labor difficulties, shortages
      of labor, materials or equipment; government
      regulations; unusually severe weather; or other causes beyond such party's
      reasonable control shall not be counted in determining the time during which
      work shall be completed, whether such time be designated by a fixed date, a
      fixed time, or a "reasonable time", and such time shall be deemed to be extended
      by the period of such delay.
      

     

     

    11.6
      Landlord's Default 

     

    Landlord
      shall not be deemed to be in default in the performance of any of its
      obligations hereunder unless it shall fail to perform such obligations and
      unless within thirty (30) days after notice from Tenant to Landlord specifying
      such default Landlord has not commenced diligently to correct the default so
      specified or has not thereafter diligently pursued such correction to
      completion. Tenant shall have no right, for any default by Landlord, to offset
      or counterclaim against any rent due hereunder. 

     

     

    11.7
      Brokerage

     

    The
      parties warrant and represent to one another that they have had no dealings
      with
      any broker or agent in connection with this Lease. 

     

     

    11.8
      Parking

     

    The
      Tenant, its employees and patrons, are granted the right to use the parking
      areas on the Lot in common with other tenants in the building. All employees
      of
      all tenants in the Shopping Center shall be required to park their vehicles
      behind the Building. Landlord reserves the right to modify this requirement
      in
      its sole discretion if the rear parking area is inadequate to accommodate all
      of
      said employees. 

     

     

    11.9
      Miscellaneous 

     

    This
      Lease shall be governed by, and construed in accordance with, the laws of the
      Commonwealth of Massachusetts. There are no prior oral or written agreements
      between Landlord and Tenant affecting this Lease. 

     

     

    WITNESS
      the execution hereof under the seal as of the 14th day
      of
August,
      2006

    


    
      	
              LANDLORD:

            	
              TENANT:

            
	 	 
	
              /s/John
                M. Hadley

            	
              COMMONWEALTH
                NATIONAL BANK

            
	
              John
                W. Hadley

            	 
	 	 
	
              /s/Catherine
                M. Hadley

            	
              By:
                /s/Charles
                R. Valade

            
	
              Cathering
                M. Hadley

            	
              Charles
                R. Valade, President and CEO

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

     

    AMENDMENT
      TO LEASE

     

    The
      lease
      between John W. Hadley and Catherine M. Hadley and Commonwealth National Bank
      regarding the property at 26 West Boylston Street, West Boylston, Massachusetts
      with a commencement date of July 1, 2006 and as dated August 14,
      2006 is
      hereby amended as follows: 

     

    The
      first
      month's rent (July 1, 2006 through July 31, 2006) is hereby reduced from
      $2,400.00 to $1,200.00. 

     

    


    


    
      	
              LANDLORD:

            	
              TENANT:

            
	 	
               

              COMMONWEALTH
                NATIONAL BANK 

            
	 	 
	
              /s/John
                W. Hadley

            	
              /s/Charles
                R. Valade

            
	
              John
                W. Hadley

            	
              Charles
                R. Valade, President and CEO 

            
	 	 
	
              /s/Catherine
                M. Hadley

            	 
	
              Catherine
                M. Hadley