MASSACHUSETTS COMMERCIAL LEASE AGREEMENT

1.  PARTIES		LESSOR, which expression shall include _______________ heirs, successors 
      (fill in)		and assigns where the context so admits, does hereby lease to                              .
LESSEE, which expression shall include __________________ successors,  
			executors, administrators, and assigns where the context so admits, and  
			the LESSEE hereby leases the following described premises:

2.  PREMISES	________________________________________________________________
       (fill in and include,	________________________________________________________________
       if applicable, suite	________________________________________________________________
       number, floor 
       number, and square
       feet). 		together with the right to use in common, with others entitled thereto, the
			hallways, stairways, and elevators, necessary for access to said leased premises,
			and lavatories nearest thereto.

3.  TERM		The term of this lease shall be for __________________ commencing on
      (fill in)		___________________ and ending on ___________________ .

4.  RENT		The LESSEE shall pay to the LESSOR rent at the rate of ________ dollars 
     (fill in)		per year, payable in advance in monthly installments of ______________ .

5.  SECURITY	Upon the execution of this lease, the LESSEE shall pay to the LESSOR the
     DEPOSIT		amount of _________________ dollars, which shall be held as a security for the 
     (fill in)		LESSEE’s performance as herein provided and refunded to the LESSEE at the 
end of this lease subject to the LESSEE’s satisfactory compliance with the 
conditions hereof.

6.  RENT		If in any tax year commencing with the fiscal year_____, the real estate taxes on
     ADJUSTMENT  	the land and buildings, of which the leased premises are a part, are in excess of
			the amount of the real estate taxes thereon for the fiscal _____ (hereinafter
			called the “Base Year”), LESSEE will pay to LESSOR as additional rent
			hereunder, when and as designated by notice in writing by LESSOR, _____ per 
			cent of such excess that may occur in each year of the term of this lease or any
    A.  TAX		extension or renewal thereof and proportionately for any part of a fiscal year.
        ESCALATION  If the Lessor obtains an abatement of any such excess real estate tax, a 
        (fill in or delete)	proportionate share of such abatement, less the reasonable fees and costs
			incurred in obtaining the same, if any, shall be refunded to the LESSEE.

    B.  OPERATING	The LESSEE shall pay to the LESSOR as additional rent hereunder when and as
          COST		designated by notice in writing by LESSOR, _____ % percent of any increase in
       ESCALATION  	operating expenses over those incurred during the calendar year ________ .
       (fill in or delete)	Operating expenses are defined for the purpose of this agreement as:
			_______________________________________________________________
			_______________________________________________________________
			_______________________________________________________________
			This increase shall be prorated should this lease be in effect with respect to only 			a portion of any calendar year.

    C.  CONSUMER	(1) LESSEE agrees that in the event the “Consumer Price Index for Urban Wage
           PRICE		Earners and Clerical Workers, U.S. City Average, All Items (1967=100)”  
       ESCALATION   (Hereinafter referred to as the “Price Index”) published by the Bureau of Labor   
        (fill in or delete)	Statistics of the United States Department of Labor, or any comparable 
			successor or substitute index designated by the LESSOR appropriately adjusted,
			reflects an increase in the cost of living over and above the cost of living as
			reflected by the Price Index for the month of _______ , 20___ (hereinafter called
			the “Base Price Index”), the Basic Rent shall be adjusted in accordance with 
			sub-paragraph (2) of this Article.

			(2) Commencing as of the first anniversary of the Term Commencement Date,
			there shall be an adjustment (hereinafter referred to as “Adjustment”) in the
Basic Rent calculated by multiplying the Basic Rent set forth in Article 4 of the lease by a fraction, the numerator of which shall be the Price Index for the month of __________ 20 ___ , and the denominator of which (for each such fraction) shall be the Base Price Index:  PROVIDED, HOWEVER, no Adjustment shall reduce the Basic Rent as previously payable in accordance with this Article or in Article 4 of this lease.

(3)	In the event the Price Index ceases to use the 1967 average of 100 as the
basis of calculation, or if a substantial change is made in the terms or number of
items contained in the Price Index, then the Price Index shall be adjusted to the
figure that would have been arrived at had the manner of computing the Price Index in effect at the date of this lease not been changed.

7.  UTILITIES	The LESSEE shall pay, as they become due, all bills for electricity and other
			utilities (whether they are used for furnishing heat or other purposes) that are
			furnished to the leased premises and presently separately metered, and all bills *delete “air conditioning”	for fuel furnished to a separate tank servicing the leased premises exclusively.  
If not applicable    		The LESSOR agrees to provide all other utility service and to furnish reasonably 
hot and cold water and reasonable heat and air conditioning*(except to the extent that the same are furnished through separately metered utilities or separate fuel tanks as set forth above) to the leased premises, the hallways, stairways, elevators, and lavatories during normal business hours on regular business days of the heating and air conditioning* seasons of each year, to furnish elevator service and to light passageways and stairways during business hours, and to furnish such cleaning service as is customary in similar buildings 
in said city or town, all subject to interruption due to any accident, to the making
of repairs, alterations, or improvements, to labor difficulties, to trouble in 
obtaining fuel, electricity, service, or supplies from the sources from which they are usually obtained for said building, or to any cause beyond the LESSOR’s
control.

LESSOR shall have no obligation to provide utilities or equipment other than the utilities and equipment within the premises as the commencement date of this lease.  In the event LESSEE requires additional utilities or equipment, the
installation and maintenance thereof shall be the LESSEE’s sole obligation,
provided that such installation shall be subject to the written consent of the LESSOR.

8.  USE OF		The LESSEE shall use the leased premises only for the purpose of:
     LEASED		_______________________________________________________________
     PREMISES	_______________________________________________________________
     (fill in)		_______________________________________________________________

9.  COMPLIANCE	The LESSEE acknowledges that no trade or occupation shall be conducted in 
      WITH LAWS	the leased premises or use made thereof which will be unlawful, improper,
			noisy or offensive, or contrary to any law of any municipal by-law or ordinance 
			in force in the city or town in which the premises are situated.

10.  FIRE		The LESSEE shall not permit any use of the leased premises which will make
       INSURANCE	voidable any insurance on the property of which the leased premises are a part,
			or on the contents of said property or which shall be contrary to any law or
			regulation from time to time established by the New England Fire Insurance 
			Rating Association, or any similar body succeeding to its powers.  The LESSEE 
			shall on demand reimburse the LESSOR, and all other tenants, all extra 
			insurance premiums caused by the LESSEE’s use of the premises.

11. MAINTENANCE	The LESSEE agrees to maintain the leased premises in good condition, damage
			by fire and other casualty only excepted, and whenever necessary, to replace 
			plate glass and other glass therein, acknowledging that the leased premises
     A.  LESSEE’S	are now in good order and the glass whole.  The LESSEE shall not permit
       OBLIGATIONS	the leased premises to be overloaded, damaged, stripped, or defaced, nor suffer
			any waste.  LESSEE shall obtain written consent of LESSOR before erecting
			any sign on the premises.
B.	LESSOR’S	
  OBLIGATIONS	The LESSOR agrees to maintain the structure of the building of which the 
			leased premises are a part in the same condition as it is at the commencement of
			the term or as it may be put in during the term of this lease, reasonable wear and
			tear, damage by fire and other casualty only excepted, unless such maintenance
is required because of the LESSEE or those whose conduct the LESSEE is legally 	responsible.

12. ALTERATIONS	The LESSEE shall not make structural alterations or additions to the leased
      ADDITIONS	premises, but may make non-structural alterations provided the LESSOR 
			consents thereto in writing, which consent shall not be unreasonably withheld or
			delayed.  All such allowed alterations shall be at LESSEE’s expense and shall
			be in quality at least equal to the present construction.  LESSEE shall not permit
			any mechanics’ liens, or similar liens to remain upon the leased premises for 
			labor and material furnished to LESSEE or claimed to have been furnished to 
			LESSEE in connection with work of any character performed or claimed to 
			have been performed at the direction of LESSEE and shall cause any such lien
			to be released of record forthwith without cost to LESSOR.  Any alterations
			or improvements made by the LESSEE shall become the property of the 
			LESSOR at the termination of occupancy as provided herein.

13.  ASSIGNMENT	The LESSEE shall not assign or sublet the whole or any part of the leased
       SUBLEASING	premises without LESSOR’s prior written consent.  Notwithstanding such
			consent, LESSEE shall remain liable to LESSOR for the payment of all rent
			and for the full performance of the covenants and conditions of this lease.

14. SUBORD-
     INATION		This lease shall be subject and subordinate to any and all mortgages, deeds
			of trust and other instruments in the nature of a mortgage, now or at any time
			hereafter, a lien or liens on the property of which the leased premises are a part
			and the LESSEE shall, when requested, promptly execute and deliver such
			written instruments as shall be necessary to show the subordination of this lease
			to said mortgages, deeds of trust or other such instruments in the nature of a
			mortgage.

15.  LESSOR’S	The LESSOR or agents of the LESSOR may, at reasonable times, enter to view
ACCESS	the leased premises and may remove placards and signs not approved and affixed as herein provided, and make repairs and alterations as LESSOR should elect to do and may show the leased premises to others, and at any time within three (3) months before the expiration of the term, may affix to any suitable part of the leased premises a notice for letting or selling the leased premises or property of which the leased premises are a part and keep the same so affixed without hindrance or molestation.

16.  INDEMNIFI-	The LESSEE shall save the LESSOR harmless from all loss and damage 
       CATION AND	occasioned by the use or escape of water or by the bursting of pipes, as well
       LIABILITY	as from any claim or damage resulting from neglect in not removing snow and
       (fill in)		ice from the roof of the building or from the sidewalks bordering upon the 
			premises so leased, or by any nuisance made or suffered on the leased premises,
			unless such loss is caused by the neglect of the LESSOR.  The removal of snow
			and ice from the sidewalks bordering upon the leased premises shall be the 
                                    _________________________________ responsibility.

17.  LESSEE’S	The LESSEE shall maintain with respect to the leased premises and the property
       LIABILITY	of which the leased premises are a part comprehensive public liability insurance
       INSURANCE	in the amount of ______________ with property damage insurance in limits of
       (fill in)		____________________ in responsible companies qualified to do business in
			Massachusetts and in good standing therein insuring the LESSOR as well as 
			LESSEE against injury to persons or damage to property as provided.  The
			LESSEE shall deposit with the LESSOR certificates for such insurance at or
			prior to the commencement of the term, and thereafter within thirty (30) days
			prior to the expiration of any such policies.  All such insurance certificates shall
			provide that such policies shall not be cancelled without at least ten (10) days
			prior written notice to each assured named therein.

18.  FIRE		Should a substantial portion of the leased premises, or of the property of which
       CASUALTY -	they are a part, be substantially damaged by fire or other casualty, or be taken by
       EMINENT	eminent domain, the LESSOR may elect to terminate this lease.  When such fire,
       DOMAIN	casualty, or taking renders the leased premises substantially unsuitable for their
			intended use, a just and proportionate abatement of rent shall be made, and the
			LESSEE may elect to terminate this lease if:

(a)	The LESSOR fails to give written notice within thirty (30) days of 
       intention to restore leased premises, or
(b)	 The LESSOR fails to restore the leased premises to a condition 
       substantially suitable for their intended use within ninety (90) days of 
       said fire, casualty or taking.
18.  (CONT.)		The LESSOR reserves, and the LESSEE grants to the LESSOR, all rights which
			the LESSEE may have for damages or injury to the leased premises for any 
			taking by eminent domain, except for damage to the LESSEE’s fixtures, 
			property, or equipment.

19.  DEFAULT	In the event that:
       AND BANK-		(a)  The LESSEE shall default in the payment of any installment of rent
       RUPTCY			       or other sum herein specified and such default shall continue for ten
				       (10) days after written notice thereof; or
       (fill in)			(b)   The LESSEE shall default in the observance or performance of any
				        other of the LESSEE’s covenants, agreements, or obligations
				        hereunder and such default shall not be corrected within thirty (30)
				        days  after written notice thereof; or
				(c)   The LESSEE shall be declared bankrupt or insolvent according to
				        law, or, if any assignment shall be made of LESSEE’s property for
                                                        the benefit for creditors.
			
			then the LESSOR shall have the right thereafter, which such default continues,
			to re-enter and take complete possession of the leased premises, to declare the
			term of this lease ended, and remove the LESSEE’s effects, without prejudice
			to any remedies which might be otherwise used for arrears of rent or other 
			default.  The LESSEE shall indemnify the LESSOR against all loss of rent and 
			other payments which the LESSOR may incur by reason of such termination
			during the residue of the term.  If the LESSEE shall default, after reasonable
			notice thereof, in the observance or performance of any conditions or covenants 
on LESSEE’s part to be observed or performed under or by virtue of any of the
provisions in any article of this lease, the LESSOR, without being under any
obligation to do so and without thereby waiving such default, may remedy such
default for the account and at the expense of the LESSEE.  If the LESSOR
makes any expenditures or incurs any obligations for the payment of money in
connection therewith, including but not limited to, reasonable attorney’s fees in
instituting, prosecuting or defending any action or proceeding, such sums paid
or obligations insured, with interest at the rate of ______ per cent per annum and
costs, shall be paid to the LESSOR by the LESSEE as additional rent.

20.  NOTICE		Any notice from the LESSOR to the LESSEE relating to the leased premises or
			to the occupancy thereof, shall be deemed duly served, if left at the leased 
       (fill in)		premises addressed to the LESSEE, or if mailed to the leased premises,
			registered or certified mail, return receipt requested, postage prepaid, addressed
to the LESSEE.  Any notice from the LESSEE to the LESSOR relating to the leased premises or to the occupancy thereof shall be deemed duly served, if mailed to the LESSOR by registered or certified mail, return receipt requested, postage prepaid addressed to the LESSOR at such address as the LESSOR may from time to time advise in writing. All rent notices shall be paid and sent to the LESSOR at the agreed mailing address.

21. SURRENDER	The LESSEE shall at the expiration or other termination of this lease remove all LESSEE’s goods and effects from the leased premises, (including, without hereby limiting the generality of the foregoing, all signs and lettering affixed or 
21.  (Cont.)	painted by the LESSEE, either inside or outside the leased premises). LESSEE shall deliver to the LESSOR the leased premises and all keys, locks thereto, and other fixtures connected therewith and all alterations and additions made to or upon the leased premises, in good condition, damage by fire or other casualty only excepted. In the event of the LESSEE’s failure to remove any of LESSEE’s property from the premises, LESSOR is hereby authorized, without liability to LESSEE for loss or damage thereto, and at the sole risk of LESSEE, to remove and store any of the property at LESSEE’s expense, or to retain same under LESSOR’s control or to sell at public or private sale, without notice any or all of the property not so removed and to apply the net proceeds of such sale to the payment of any sum due hereunder, or to destroy such property. 

22. BROKERAGE	The Broker(s) name herein ________________________________________
	warrant(s) that he (they) is (are) licensed as such by the Commonwealth of
	Massachusetts, and join(s) in this agreement and become(s) a party hereto,
	insofar as any provisions of this agreement expressly apply to him (them),
	and to any amendments or modifications of such provisions to which he (they)
	agree(s) in writing.

	LESSOR agrees to pay the above-named Broker upon the term commencement
	date a fee for professional services of ________________________________
	or pursuant to Broker’s attached commission schedule.

23. OTHER	It is understood and agreed that:
      PROVISIONS	________________________________________________________________
	________________________________________________________________
	________________________________________________________________
	________________________________________________________________
	________________________________________________________________

UPON WITHNESS WHEREOF, the said aprties hereunto set their hands and seals this _________
day of _____________________, 20___.

______________________________		______________________________
LESSEE					LESSOR

______________________________		______________________________
LESSEE					LESSOR

______________________________
BROKER(S)