MEMORANDUM OF SALE

I, the undersigned Buyer, hereby acknowledge that on this date I purchased at public auction conducted by Auctioneer on behalf of the holder of the foreclosed mortgage ("Lender"), a portion of the land and the buildings and improvements, if any, on the land (the "Premises") described in the printed advertisement attached as Exhibit A for the Purchase Price and upon the terms (the "Terms") announced at the auction sale and stated in this Memorandum.

The Premises are to be conveyed to Buyer not more than twenty (20) days after the date of this Memorandum by the foreclosure deed of Lender. The Premises will be conveyed subject to all of the following, if any exist: (a) outstanding real estate taxes, electricity, sewer and water charges, betterment assessments and other municipal charges and liens and pending proceedings for the enforcement of such liens; (b) outstanding orders of the Department of Health or other municipal, state or Federal agencies; (c) tenants or other parties in possession of the Premises; and (d) rights, easements, restrictions, mortgages, mechanics liens and other encumbrances of record having priority over the foreclosed mortgage.

The Premises are to be conveyed in their condition as at the time of delivery of the foreclosure deed. After the date of this Memorandum, the risk of loss and all obligations for insuring, maintaining, securing and repairing the Premises are on Buyer and not on Lender.

The Purchase Price, of which the Deposit is a part, is to be paid in cash, or other immediately available funds acceptable to Lender, upon delivery of the foreclosure deed.

Buyer acknowledges that because it is impossible to compute exactly the damages which would accrue, Lender has no adequate remedy at law if Buyer fails to fulfill its obligations as provided in this Memorandum. Therefore, if Buyer fails to comply with the Terms, Lender will retain the Deposit as liquidated damages and as its exclusive remedy against Buyer, and all obligations of Buyer to Lender will terminate.

Payment of the balance of the Purchase Price and delivery of the foreclosure deed will occur at the offices of Mirick, O'Connell, DeMallie & Lougee, 1700 Bank of Boston Tower, Worcester, Massachusetts 01608-1477 at 10:00 a.m. twenty (20) days after the date of this Memorandum, (or if that day is a weekend or holiday on the next business day), unless some other time and place is mutually agreed upon. Time is of the essence of these Terms. If Lender is unable to convey the Premises according to the Terms, the Deposit will be refunded and all obligations of Lender, Buyer and Auctioneer will terminate. Acceptance of a foreclosure deed by Buyer will be considered to be complete performance of the Terms by Lender and Auctioneer.

If Buyer fails to complete the purchase of the Premises according to the Terms, Lender reserves the right to sell the Premises to the second highest bidder for the amount of the second highest bid. If Lender exercises that right, it will notify the second highest bidder who will then have three (3) days to deliver the Deposit to Lender's attorneys, Mirick, O'Connell, DeMallie & Lougee, and to agree upon a date for payment of the balance of the amount bid and delivery of the foreclosure deed.

Buyer acknowledges that before the date of the auction sale, Lender was not in possession of the Premises and, therefore, Buyer accepts the following disclaimers by Lender and Auctioneer:

As a condition to Lender's obligation to complete the sale of the Premises to Buyer, (i) Buyer hereby releases Lender from any obligations to inspect, test, disclose, certify to, remedy, upgrade or repair any condition of the Premises. Buyer agrees that Buyer will, at its expense, comply with all requirements relating to the condition of the Premises posed under any law or regulation or by any mortgagee, (ii) Buyer hereby assumes all liability for any prepaid rent and security deposits with respect to the Premises and agrees to indemnify and hold Lender harmless against all claims for prepaid rent or security deposits relating to the Premises. Buyer hereby acknowledges receipt of (a) a copy of the Massachusetts Lead Paint Law, if applicable, and (b) notification to Buyer and acceptance by Buyer of the obligation for applicable inspection and upgrade requirements relating to subsurface sewage treatment and disposal systems, if any, on the Premises as provided in 310 CMR 15.300 through 15.305.

Buyer agrees to pay all recording charges, title examination fees, title insurance premiums and revenue stamps incurred in connection with the transfer of the Premises to Buyer and in connection with any mortgage granted by Buyer relating to this transaction.

SECOND HIGHEST BIDDER INFORMATION

Date of Sale: _______________________________________

Name: ____________________________________________

Address: __________________________________________

__________________________________________________

Phone: ____________________________________________

Amount of Bid: $____________________________________