Exhibit 10.7


    

      Exhibit
        10.7

      


      LOAN
        AGREEMENT

      


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

       

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

       

      1
        THE LOAN

       

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

       

      1.2 Definitions.
        The
        following definitions shall apply:

      


      
        	 	
                (a)

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

              


      

       

      
        	 	
                (b)

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

              


      

       

      
        	 	
                (c)

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

              


      

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      2.
        REPRESENTATIONS AND WARRANTIES

      


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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      3.
        AFFIRMATIVE COVENANTS

       

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

       

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

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      


      3.3 Financial
        Statements.
        Borrower will furnish to Bank:

      


      
        	 	
                (a)

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

              


      

       

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

       

      
        	 	
                (b)

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

              


      

       

      
        	 	
                (c)

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

              


      

      


      
        	 	
                (d)

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

              


      

       

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

       

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

       

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

       

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

       

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

       

      3.9 Insurance.
        Borrower will maintain in force casualty insurance on any property of the
        Borrower, if any, against risks customarily insured against by companies
        engaged
        in businesses similar to that of the Borrower containing such terms and written
        by such companies as may be satisfactory to the Bank, such insurance to be
        payable to the Bank as its interest may appear in the event of loss and to
        name
        the Bank as insured pursuant to a standard loss payee clause; no loss shall
        be
        adjusted thereunder without the Bank's approval; and all such policies shall
        provide that they may not be canceled without first giving at least thirty
        (30)
        days' written notice of cancellation to the Bank. In the event that the Borrower
        fails to provide evidence of such insurance, the Bank may. at is option,
        secure
        such insurance and charge the cost thereof to the Borrower. At the option
        of the
        Bank, all insurance proceeds received from any loss or damage to any property
        shall be applied either to the replacement or repair thereof or as a payment
        on
        account of the Obligations. From and after the occurrence of an Event of
        Default, the Bank is authorized to cancel any insurance maintained hereunder
        and
        apply any returned or unearned premiums, all of which are hereby assigned
        to the
        Bank, as a payment on account of the Obligations.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      


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

       

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

       

      3.12 Pension
        Plans.
        With
        respect to any pension or benefit plan maintained by Borrower, or to which
        Borrower contributes ("Plan"), the benefits under which are guarantied, in
        whole
        or in part, by the Pension Benefit Guaranty Corporation created by the Employee
        Retirement Income Security Act of 1974, P.L. 93- 406, or any governmental
        authority succeeding to any or all of Tie functions of the Pension Benefit
        Guaranty Corporation ("Pension Benefit Guaranty Corporation"), Borrower will
        (a)
        fund each Plan as required by the provisions of Section 412 of the Internal
        Revenue Code of 1986, as amended; (b) cause each Plan to pay all benefits
        when
        due; (c) furnish Bank (i) promptly with a copy of any notice of each Plan's
        termination sent to the Pension Benefit Guaranty Corporation and (ii) no
        later
        than the date of submission to the Department of Labor or to the Internal
        Revenue Service, as the case may be, a copy of any request for waiver from
        the
        funding standards or extension of the amortization periods required by Section
        412 of the Internal Revenue Code of 1986, as amended; and (d) subscribe to
        any
        contingent liability insurance provided by the Pension Benefit Guaranty
        Corporation to protect against employer liability upon termination of a
        guarantied pension plan, if available to Borrower.

       

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

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

       

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

      


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

       

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

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

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

       

      4.
        NEGATIVE COVENANTS

       

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

       

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

       

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

       

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

      


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

       

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

       

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

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      5.
        DEFAULT

       

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

       

      
        	 	
                (a)

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

              


      

       

      
        	 	
                (b)

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

              


      

       

      
        	 	
                (c)

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

              


      

       

      
        	 	
                (d)

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

              


      

       

      
        	 	
                (e)

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

              


      

       

      
        	 	
                (f)

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

              


      

       

      
        	 	
                (g)

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

              


      

       

      
        	 	
                (h)

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

              


      

       

      
        	 	
                (i)

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

              


      

       

      
        	 	
                (j)

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

              


      

       

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

       

      
        	 	
                (l)

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

              


      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

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

       

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

       

      6.
        MISCELLANEOUS

       

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

       

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

       

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

       

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

       

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

      


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

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

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

       

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

      


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

       

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

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

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

      


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

       

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

      


      


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

       

      Witness:                                                          
        Borrower

      


      


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

      Jeffrey
        S.
        Bohnet                                            
Duane
        C
        Bennett, individually

      


      


      Accepted:
        CHICOPEE SAVINGS BANK

      


      


      By:
        /s/
        Guida Sajdak   

      Name:
        Guida Sajdak

      Title:
        Assistant Vice President

      


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      



       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      Loan
        No.______

      ADJUSTABLE
        TERM NOTE

      


      June
        4, 2003

      


      $272,000.00  Chicopee.
        Massachusetts

       

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

       

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

       

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

       

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

       

      At
        the
        option of the Bank, this Note shall become immediately due and payable without
        notice or demand upon the occurrence at any time of any of the following
        events
        of default (each, an "Event of Default"): (1) default of any liability,
        obligation or undertaking of the Borrower, any endorser or any guarantor
        hereof
        to the Bank, hereunder or otherwise, including failure to pay in full and
        when
        due any installment of principal or interest or default of the Borrower,
        any
        endorser or any guarantor hereof under any other loan document delivered
        by the
        Borrower, any endorser or any guarantor, or in connection with the loan
        evidenced by this Note; (2) failure of the Borrower, any endorser or any
        guarantor hereof to maintain aggregate collateral security value satisfactory
        to
        the Bank; (3) default of any material liability, obligation or undertaking
        of
        the Borrower, any endorser or any guarantor hereof to any other party; (4)
        if
        any statement, representation or warranty heretofore, now or hereafter made
        by
        the Borrower, any endorser or any guarantor hereof in connection with the
        loan
        evidenced by this Note or in any supporting financial statement of the Borrower,
        any endorser or any guarantor hereof shall be determined by the Bank to have
        been false in any material respect when made; (5) if the Borrower, any endorser
        or any guarantor hereof is a corporation, trust, partnership or limited
        liability company, the liquidation, termination or dissolution of any such
        organization, or the merger or consolidation of such organization into another
        entity, or its ceasing to carry on actively its present business or the
        appointment of a receiver for Its property; (6) the death of the Borrower,
        any
        endorser or any guarantor hereof and, if the Borrower, any endorser or any
        guarantor hereof is a partnership or limited liability company, the death
        of any
        partner or member; (7) t he institution by or against the Borrower, any endorser
        o r any guarantor hereof of any proceedings under the Bankruptcy Code 11
        USC
§101 et
        seq.
        or any
        other law in which the Borrower, any endorser or any guarantor hereof is
        alleged
        to be insolvent or unable to pay its debts as they mature, or the making
        by
the
        Borrower, any endorser or any guarantor hereof of an assignment for the benefit
        of creditors or the granting by the Borrower, any endorser or any guarantor
        hereof of a trust mortgage for the benefit of creditors; (8) the service
        upon
        the Bank of a writ in which the Bank is named as trustee of the Borrower,
        any
        endorser or any guarantor of the Obligations; (9) a judgment or judgments
        for
        the payment of money shall be rendered against the Borrower, any endorser
        or any
        guarantor hereof, and any such judgment shall remain unsatisfied and in effect
        for any period of thirty (30) consecutive days without a stay of execution;
        (10)
        any levy, lien (including mechanics lien), seizure, attachment, execution
        or
        similar process shall be issued or levied on any of the property of the
        Borrower, any endorser or any guarantor hereof; (11) the termination of any
        guaranty hereof; or (12) the occurrence of such a change in the condition
        or
        affairs (financial or otherwise) of the Borrower, any endorser or any guarantor
        hereof, or the occurrence of any other event or circumstance, such that the
        Bank, in its sole discretion, deems that it is insecure or that the prospects
        for timely or full payment or performance of any obligation of the Borrower,
        any
        endorser or any guarantor hereof to the Bank has been or may be
        impaired.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

      


      No
        delay
        or omission on the part of the Bank in exercising any right hereunder shall
        operate as a waiver of such right or of any other right of the Bank, nor
        shall
        any delay, omission or waiver on any one occasion be deemed a part of or
        waiver
        of the same or any other right on any future occasion. The Borrower and every
        endorser or guarantor of this Note, regardless of the time, order or place
        of
        signing, waives presentment, demand, protest, notice of intent to accelerate,
        notice of acceleration and all other notices of every kind in connection
        with
        the delivery, acceptance, performance or enforcement o f this Note and assents
        to any extension or postponement of the time of payment or any other indulgence,
        to any substitution, exchange or release of collateral, and to the addition
        or
        release of any other party or person primarily or secondarily liable and
        waives
        all recourse to suretyship and guarantor defenses generally, including any
        defense based on impairment of collateral. To the maximum extent permitted
        by
        law, the Borrower and each endorser and guarantor of this Note waive and
        terminate any homestead rights and/or exemptions respecting any premises
        under
        the provisions of any applicable homestead laws, including without limitation.
        Chapter 188, Section 1, of the General Laws of Massachusetts.

       

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

       

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

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

      


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

       

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

       

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

       

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

      


      


      Witness:      Borrower:

       

       

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

      Jeffrey
        S. Bohnet     Duane
        C.
        Bennett, individually

       

                                                                        
        18 Brookmonl Drive

                                                                         Wilbraham,
        Massachusetts

                                                                          01095-1737

       

       

      
        
          
          

        

        
          13