TERMS AND CONDITIONS OF MORTGAGEE’S SALE

This memorandum of sale is made this 18^th day of September, 2002, by and among Fleet National Bank, formerly known as BankBoston, N.A. (the "Seller"), Aaron Posnik & Co., Inc. (the "Auctioneer ") and _________________________________________ of ________________________________________________________, (the "Buyer").

Pursuant to a public auction conducted this day by the Auctioneer on behalf of the Seller as foreclosing mortgagee, in exercise of the Power of Sale contained in the mortgage described in a Notice of Mortgagee’s Sale attached hereto and incorporated by reference as "Exhibit A", the Buyer, as the highest bidder agrees to purchase the real property described in said Notice of Sale (the "Property") in accordance with terms hereof.

The Property shall mean the real property described in the description attached hereto and incorporated by reference as "Exhibit B".

The Property shall be conveyed by the usual mortgagee’s deed under the statutory power of sale.

The Property shall be conveyed and transferred to Buyer subject to all mortgages, taxes, assessments, water, sewer charges, liens, violations, and other encumbrances which may constitute a prior lien thereon and will be conveyed subject to any and all covenants, restrictions, easements, and rights of way of record, and rights of redemption for unpaid federal taxes, if any, as shall, notwithstanding these provisions, constitute valid liens or encumbrances thereon after said Mortgagee’s Sale.

The Property will also be sold subject to all leases and tenancies having priority over the mortgage described in the Notice of Mortgagee’s Sale, or which are affected by non-disturbance agreements of record, and subject to the possession of all or a part of the premises by any party or parties at the time of said Mortgagee’s Sale or thereafter, which possession is subject to said mortgage, and subject to all building and zoning laws, ordinances, codes and regulations.

The purchase price for which the Property has been sold to the Buyer is $____________ (the "Bid Price") of which Fifty Thousand and 00/100 ($50,000.00) Dollars (the "Deposit") has been paid this day in accordance with the terms of the Notice of Mortgagee’s Sale attached hereto as Exhibit A at the close of the auction to the Auctioneer, with the balance of the Bid Price to be paid in cash, certified check, or bank check at the time of the delivery of the mortgagee’s deed. The Seller shall be entitled to any interest earned on the Deposit, and the Bid Price to be paid by Buyer shall not be adjusted to reflect any interest earned by Seller on the Deposit.

The mortgagee’s deed and associated documents shall be delivered and the balance of the Bid Price paid at MacAdams & Wieck Incorporated, 101 Dyer Street, Suite 400, Providence, RI 02903, twelve o’clock (12:00) PM on Friday, October 18, 2002 or such other time and place as may be mutually agreed upon by the Seller and Buyer in writing. TIME IS OF THE ESSENCE IN THE PERFORMANCE HEREOF.

In the event the Seller cannot convey title to the Property as stipulated, the Deposit, and if applicable, the balance of the Bid Price, shall be refunded to the Buyer and all rights of Buyer hereunder shall cease, and the Buyer shall have no recourse against the Seller, or its employees, agents and representative, whether at law or in equity; provided, however, that Buyer shall have the election to accept such title as the Seller can deliver to the Property in its then condition and to pay thereof the Bid Price without deduction, in which event the Seller shall convey such title.

The Buyer shall, at the Buyer’s sole cost and expenses, keep the Property insured until the conveyance of the same to the Buyer for a sum of not less than the Bid Price payable to said Buyer and Seller, as their interests may appear. If the Buyer fails to do so, the Seller, at its sole option, may, but shall not be obligated to, insure the Property on Buyer’s behalf and expense. The risk of any loss, including by vandalism, fire or other casualty, except as covered by said insurance, shall be upon the Buyer from and after the date of public auction until the delivery of the mortgagee’s deed, and neither the partial or total destruction of the building on the Property shall excuse Buyer from accepting the mortgagee’s deed when delivered, and from paying the total Bid Price of the same.

The acceptance of the Mortgagee’s deed by the Buyer or Buyer’s nominee, as the case may be, shall be deemed to be a full performance and discharge of the entire agreement and obligations herein contained or expressed or arising out of said public auction on the part of the Seller to be performed or observed.

9. CONDITION OF THE PREMISES

The Property shall be conveyed in "as is" condition, subject to the present manner or use and occupancy of the Property. The Buyer acknowledges that Buyer has not been influenced to enter into this transaction by, nor has the Buyer relied upon, any warranties or representations of the Seller, its agents, servants and representatives, or the Auctioneer not set forth or incorporated in this Memorandum. The fact that the Buyer may be unable to inspect the Property, or any part thereof, prior to the auction or closing will not be considered grounds for any claim of recession of this agreement or adjustment of the Bid Price.

If the Buyer shall fail to fulfill the Buyer’s agreements herein, all moneys paid over to Seller by Buyer, including the Deposit, shall be retained by Seller. Buyer, at the option of Seller, shall: (A) be obligated to reimburse Seller for all costs and expenses incurred by the Seller, in excess of the moneys retained by Seller, due to the Buyer’s default, including but not limited to the costs and expenses of subsequent mortgagee sales of the Property or any portion thereof and attorney’s fees and auctioneer’s fees in connection therewith; or (B) be obligated to pay Seller the full amount of the Bid Price, together with all costs and fees associated with the collection of the Bid Price, including but not limited to attorney fees, less moneys: (1) retained by Seller, or (2) actually realized by Seller as a result of : (a) a subsequent mortgagee’s sale of the Property, less costs and expenses associated with the subsequent mortgagee’s sale; or (b) the sale of the Property to the second highest bidder at the public auction, less costs and expenses incurred by Seller, in accordance with the terms announced at the public auction. At the option of Seller, the Seller may sell the Property to the second highest bidder at the public auction in accordance with the terms announced at the public auction.

Buyer shall pay for and cancel for the benefit of the Seller the documentary/revenue tax stamps required to be affixed to the mortgagee’s deed. The Buyer shall pay all recording fees in connection with the transfer of the Property.

This instrument, executed in triplicate, is to be construed as a Massachusetts contract; shall to take effect as a sealed instrument; sets forth the entire contract between the parties; is binding upon and inures to the benefit of the parties hereto and their respective heirs, devisees, executors, administrators, successors and assigns, and may be canceled, modified or amended only by a written instrument executed by both Seller and Buyer. If two or more persons are named as Buyer, their obligations hereunder shall be joint and several. The captions and marginal notes are used only as a mater of convenience and are not to be considered part of this Memorandum or to be used in determining the intent of the parties to it.

This Memorandum contains the entire understanding between the parties hereto with respect to the public auction and the Property and such understanding shall not be modified except in writing signed by the parties hereto.

If any term or provision of this Memorandum shall be determined to be illegal or unenforceable, all other terms and provisions hereof shall nevertheless remain effective and shall be enforced to the fullest extent permitted by law.

IN WITNESS WHEREOF, the parties have executed this Memorandum as a sealed instrument as of the date first written above.

Auctioneer:                                                       Witness
Aaron Posnik & Co, Inc.

_______________________________            _____________________________

By:
Its:

Seller:
Fleet National Bank,
formerly know as BankBoston, N.A.

_______________________________             _____________________________

_______________________________              _____________________________
Signature of Buyer

_______________________________
Buyer’s Address

_______________________________             ______________________________
                                                                           Buyer’s telephone number