LOAN AGREEMENT

The terms used below shall have the meanings there indicated.

Date: June___, 2004

Lender: Citizens Bank of Massachusetts

28 State Street
Boston, MA 02109

Borrower: Lexington Street LLC

A Massachusetts limited liability company
1001 Watertown Street
Newton, MA 02465

Corporate Guarantors:Preferred Mortgage Group, Inc.

Kushner Marano & Murphy, P.C.

Individual Guarantors: Leonard Gentile

Robert Wallace
Evan Kushner
James Marano, Jr.

Guarantors: Collectively, the Corporate Guarantors and the Individual Guarantors

Loan Amount: $2,300,000.00

Note: The promissory note of even date herewith from Borrower to Lender in the
original principal amount of $2,300,000.00 evidencing the debt secured by
the Loan Documents.

Mortgaged
Property: The mortgaged property located at 450 Lexington Street, Newton
Massachusetts as more particularly described and defined in a certain
Mortgage and Security Agreement from Borrower to Lender of even date
herewith (the "Mortgage") securing the Loan Amount.

Loan Documents: This Term Loan Agreement (this “Agreement”), the Note, the Mortgage, the
Guaranties of the Guarantors, the Security Agreements from the Corporate
Guarantors and all other documents executed and delivered by Borrower in
connection herewith.

Loan: The obligations evidenced by the Loan Documents.

For good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and in consideration of the mutual covenants and agreements set forth in this
Agreement, Borrower and Lender hereby agree as follows:

1. Note. Subject to the terms and conditions of this Agreement and the Note,
Lender hereby agrees to lend to Borrower, and Borrower hereby agrees to borrow from Lender,
the Loan Amount and Borrower agrees to pay interest to Lender as set forth in the Note.
Proceeds of the Loan will be used by Borrower to refinance existing indebtedness secured by the
Mortgaged Property.

(b) Term. The term of the Loan shall be ten (10) years from the date of this
Agreement (the “Term”).

(c) Interest Rate. The Loan Amount shall accrue interest upon such terms as set forth
in the Note. Borrower shall enter into a five (5) year interest rate swap with Lender at closing
providing for a per annum fixed rate of interest of 5.75% during such swap.

2. Security. The Note shall be secured by the Mortgage, a certain Collateral

Assignment of Leases and Rents, and a certain Collateral Assignment of Interest in Licenses,
Permits and Agreements each covering the Mortgaged Property, the Guaranties of the
Guarantors (the “Guaranties”) and Security Agreements covering all present and future business
assets of the Corporate Guarantors. All of the foregoing documents and instruments, and all
other agreements, documents and instruments relating to or securing the Loan are collectively
referred to herein as the “Loan Documents”.

3. Representations and Warranties. The Borrower represents and warrants to the

Lender that:

(a) Organization. The Borrower is a Massachusetts limited liability company properly

formed and validly created under the laws of the Commonwealth of Massachusetts.

(b) Financial Information. Any financial statements previously delivered to the

Lender in connection with the loan transaction contemplated hereby (including financial
statements delivered by or on behalf of the Guarantors) are true and correct in all material
respects, were prepared in accordance with generally accepted accounting principles consistently
applied and fairly present the respective financial conditions, market values and cash flows of the
subjects thereof as of the respective dates thereof; as of the date hereof, no material adverse
change has occurred in the financial conditions reflected therein since the respective dates
thereof and no additional borrowings have been made by the Borrower or the Guarantors since
the date thereof which have not been fully repaid or which would materially affect the
Borrower’s ability to perform its obligations hereunder (or the obligations of the Guarantors
pursuant to the Guarantees) other than the borrowing contemplated hereby or borrowings
approved by the Lender.
(c) Litigation. There are no actions, suits or proceedings pending, or to the
knowledge of the Borrower threatened, against or affecting the Borrower or the Guarantors or
the Mortgaged Property which are not covered by liability insurance, or which would effect the
validity or enforceability of the Mortgage or the priority of the lien thereof, at law or in equity, or
before or by any federal, state or municipal authoritative body, and neither the Borrower nor the
Guarantors are in default with respect to any judgment, decision, order, writ, injunction, decree
or demand of any court or any federal, state or municipal authoritative body.

(d) Power and Authority. The consummation of the transactions hereby

contemplated and performance of this Agreement, the Note, the Mortgage and other Loan
Documents are within the powers of the Borrower and the Guarantors, and have been duly
authorized by all necessary action and do not and will not result in any breach of, or constitute a
default under, or conflict with any statute or other law, or any order, regulation or ruling of any
court or other tribunal or of any governmental or administrative authority or agency, or any
mortgage, deed of trust, lease, loan or credit agreement, corporate charter or by-law, partnership
agreement or other instrument or agreement to which the Borrower or the Guarantors are a party
or by which any of them may be bound or affected.

(e) Access to Utilities. All public utility services necessary for the operation
of the Mortgaged Property for its intended purpose are available or will be made available at the
boundaries of the Mortgaged Property, including water supply, gas, electric and telephone
facilities, and there is no impediment or restriction to connecting any of such facilities to the
Improvements and no charge required therefor, except as noted in the cost breakdowns delivered
to the Lender.

(f) Absence of Liens. Borrower has not made or entered into any contract or
arrangement of any kind the performance of which by the other party thereto would give rise to a
prior lien on the Mortgaged Property in favor of any party other than the Lender, except liens for
current real estate taxes not yet delinquent.

(g) No Default. There is no default on the part of the Borrower under this
Agreement, the Note, the Mortgage or the other Loan Documents and, to the Borrower’s
knowledge, no event has occurred and is continuing which with notice or the passage of time or
both would constitute a default thereunder. There is also no default on the part of the Borrower
or the Guarantors under any other agreement or instrument to which the Borrower or Guarantors
are a party or by which the Borrower or Guarantors are bound and no event has occurred and is
continuing which with notice or the passage of time or both would constitute a default under any
of such instruments which, in the exercise of the Lender’s reasonable judgment, has a material
adverse affect on the Borrower’s or Guarantors’ financial condition or the Lender’s security
hereunder.

(h) Compliance. The Mortgaged Property does not contain any structural
defects in the improvements thereto and complies with all applicable laws, ordinances,
regulations, restrictive covenants, environmental laws and zoning laws, and requirements of any
governmental authorities.

(i) ERISA. The Borrower or Corporate Guarantor does not have a deferred
benefit pension plan under the Employee Retirement Income Security Act of 1974, as amended
from time to time, under which the termination of any unfunded liabilities could be held to be a
liability of the Borrower or Corporate Guarantor by the Pension Benefit Guaranty Corporation.

4. Conditions to Loan. The Lender shall not be obligated to make the Loan unless
the Borrower is in compliance with the provisions hereof and each of the following additional
conditions has been met:

(a) Loan Documents. (i) The Borrower shall have executed and delivered to
the Lender the Loan Documents and all items set forth on the Preliminary Closing Agenda
attached hereto as Exhibit A except as waived by Lender or Lender’s counsel; (ii) the Guarantors
shall have executed and delivered to the Lender the Guaranties in form and substance
satisfactory to the Lender; (iii) the Corporate Guarantors shall have executed the Security
Agreements in form and substance satisfactory to the Lender.

(b) Title Insurance. Borrower shall have delivered to the Lender a full
coverage ALTA form of title insurance policy in an amount not less than the full amount of the
Loan (or, in lieu of a policy, a title commitment containing the title company’s agreement to
issue such a policy) insuring that the Mortgage is a valid lien on Borrower’s unencumbered fee
simple estate of good and marketable title in the Mortgaged Property, subject only to such
exceptions as shall be approved by the Lender’s counsel. The title insurance policy and issuer
shall be subject to the approval of the Lender and shall contain only such title exceptions as shall
be approved by the Lender’s counsel and the Lender shall be provided with such endorsements
or other agreements of supplemental insurance as Lender shall require at the time of the Loan.
The cost of such endorsements and any additional fees incurred by Lender for Lender’s counsel
shall be paid by Borrower.

(c) Survey. A current survey which describes the outline of the Mortgaged
Property by metes and bounds and shows the location of all easements, encroachments and rights
of way existing and foundations, if any, constructed on the Mortgaged Property, and any
intended Improvements (the “Survey”) has been delivered to and accepted by the Lender in its
reasonable discretion. The Survey shall contain a certification by a registered surveyor that the
Mortgaged Property conforms to dimensional requirements of zoning and building ordinances
and restrictions of record. The Survey shall also contain a certification by the surveyor as to
whether the Mortgaged Property is in a designated flood hazard area. If the Survey discloses that
the Mortgaged Property is in a flood hazard area, Borrower shall be required to purchase flood
insurance in the amount of the Loan or the maximum amount available, whichever is less, which
insurance shall name the Lender as first mortgagee and loss payee.
(d) Insurance. The Borrower shall furnish to the Lender (with evidence of
payment of the premiums therefor quarterly in advance), or the Lender may obtain at the
Borrower’s expense (but the Lender shall have no obligation to do so), a physical hazard
insurance policy on an “all risks” without co-insurance, including extended coverage, collapse
and demolition of the Mortgaged Property, naming the Lender as first mortgagee and loss payee
in an amount of not less than 100% of the full replacement cost of the building located on the
Mortgaged Property as well as all-risk casualty insurance covering contents owned by the
Borrower in an amount of not less than the full replacement value of such contents. The
Borrower shall also furnish such other hazard insurance as the Lender may reasonably require as
well as general liability insurance in an amount not less than $2,000.00 for injury to persons or
property. Further, Borrower shall maintain in such amounts as the Lender may require,
workmen’s compensation and employer’s liability insurance showing Lender as an additional
insured. Each policy of insurance shall be issued by a company reasonably approved by the
Lender, shall name the Lender as an insured under a standard mortgagee protection clause, shall
provide that the interest of the Lender shall not be affected by any breach or violation by the
Borrower and shall provide at least 30 days’ written notice to the Lender prior to any
cancellations or modifications. The Borrower shall also provide full rent loss insurance naming
the Lender as an additional insured party in an amount equivalent to not less than twelve (12)
months of rentals (including, in case of rentals for portions of the Mortgaged Property leased
after the date hereof, rentals therefor from and after the occupancy dates provided in the relevant
leases). If the Borrower fails to maintain the insurance required hereunder, or if any policy is
canceled, reduced or not required, the Lender may, but shall not be obligated to obtain such
insurance, and the cost thereof shall be additional indebtedness of the Borrower to the Lender
hereunder.

(e) Opinions. The Lender shall be in receipt of such opinions of counsel as

the Lender shall reasonably request, which shall be in form and content reasonably satisfactory
to the Lender and its counsel, dated as of the date hereof, including, without limitation, (i)
opinions regarding the legal existence of the Borrower and/or the Corporate Guarantors, the
authority of the Borrower and Corporate Guarantors to execute all documents as to which each is
a party the enforceability of all documents and the existence of any pending or threatened
litigation against the Borrower or Corporate Guarantors, and (ii) opinions as to the compliance
by the Mortgaged Property with all local, state and federal zoning and land use requirements
affecting the Mortgaged Property.

(f) Organizational Documents. The Lender shall be in receipt of certified

copies of all organizational documents of the Borrower and the Corporate Guarantors and all
amendments thereto as well as certified copies of appropriate authorizations for each party.

(g) Miscellaneous Documents. The Lender shall be in receipt of: (i) a copy
of all agreements which affect the Mortgaged Property, (ii) certification from the Guarantors that
all financial statements previously delivered to the Lender fairly present the financial condition
of the party described therein as of the date thereof and (iii) an independent appraisal of the
Project, by an appraiser satisfactory to the Lender evidencing a loan to value ratio of not more
than 80%.

(h) Guaranties. The Individual Guarantors and the Corporate Guarantors shall
have executed and delivered the Guaranties to Lender.

(i) Permits and Approvals. The Lender shall have (i) received a copy of all
variances, licenses, special permits, and any other permits and approvals required for the
operation of the Mortgaged Property (collectively, the “Approvals”), and (ii) Borrower shall
have satisfied all of the terms and conditions of the Approvals. Further, Borrower shall have
provided the Lender with sufficient evidence that all gas, sewer, water, electrical, telephone and
any other utility services are available at the Mortgaged Property in adequate supply.

(j) Lease Restrictions; Borrower’s Estoppel. There shall have been no

assignment (except pursuant to the express provision thereof), material amendment, material
modification or termination of any existing lease, nor shall the Borrower have entered into any
lease affecting the Mortgaged Property, without the prior written consent of the Lender, which
shall not be unreasonably withheld, conditioned or delayed. In addition, the Lender shall have
received copies of all leases for all or any portion of the Mortgaged Property and a certificate
from the Borrower setting forth the commencement date of the term of each lease affecting the
Mortgaged Property. Borrower hereby confirms that (i) each such lease is in full force and effect,
and free from any default by either party thereto (in the case of non-payment tenant defaults, to
the best of the Borrower’s knowledge), and has not been changed, modified, extended or
amended, and (ii) no rent concessions have been made by the Borrower with respect to any such
lease or tenant.

(k) Environmental Reports. The Lender shall have received an environmental

inspection report, satisfactory to the Lender, certifying to the absence of oil and hazardous
materials on or affecting the Mortgaged Property.

(l) Agreements. Lender shall have received and approved copies of all
material agreements with respect to the Mortgaged Property, including, but not limited to,
agreements for the development, management, service, supply or operation of the Mortgaged
Property and the Borrower shall, prior to their execution, deliver to the Lender for its prior
review and approval, which approval shall not be unreasonably withheld, conditioned or delayed,
all such material contracts that the Borrower proposes to enter into subsequent to the date hereof.

(m) UCC Search. Lender shall have received and approved searches of the
appropriate UCC filing offices and registry of deeds showing no security interests affecting the
Mortgaged Property or the Borrower other than those in favor of the Lender or approved by the
Lender in writing.

(n) Additional Documents. Borrower shall provide Lender with such

additional documents as the Lender may reasonably request.

(o) Subordination of Lease and/or Tenant Estoppel Certificates. Borrower

shall provide Lender with a Subordination, Non-Disturbance and Attornment Agreement and/or
a Tenant Estoppel Certificate executed by such tenants at the Mortgaged Property, if any, as the
Lender may request prior to closing and throughout the Term.

(p) Third Party Lease Agreements. Borrower shall submit to Lender for
approval copies of all third party lease agreements associated with the Mortgaged Property.

(q) Lease Agreement. Lender shall have received an approved an executed

Lease Agreement with a term of al least ten (10) years between the Corporate Guarantors and
Borrower for the Mortgaged Property.

5. Specific Additional Covenants of the Borrower. The Borrower shall:

(a) Maintain and repair or cause to be maintained or repaired the Mortgaged

Property in good condition and repair, ordinary wear and tear excepted, consistent with other
comparable well maintained buildings and improvements and will promptly make or cause to be
made any repairs and replacements necessary to comply with this Agreement, whether interior or
exterior, structural or non-structural, ordinary or extraordinary, and foreseen or unforeseen,
damage from fire or other casualty excepted only to the extent provided in the Mortgage.

(b) Permit the Lender’s representatives and/or any inspector selected by Lender
at all reasonable times after reasonable notice to have access to the Mortgaged Property for the
purposes of making such tests and inspections as Lender deems necessary and appropriate in
connection with the Loan including, without limitation, any environmental site inspections and
subsurface testing deemed necessary by Lender.

(c) If the building located on the Mortgaged Property is partially or totally

damaged or destroyed by fire or other casualty or condemnation, proceed with the restoration
thereof and diligently prosecute the work of restoration to completion as soon as is practicable, to
the extent of insurance proceeds or condemnation awards therefor made available by the Lender
pursuant to the terms of the Mortgage. Condemnation proceeds shall be made available pursuant
to the terms of the Mortgage. The Borrower will provide the Lender with copies of paid invoices
or other evidence of costs and payment as reasonably requested by the Lender. Provided that the
Lender has elected to make available to the Borrower such proceeds of any fire or other casualty
insurance or condemnation award, if the amounts which the Lender’s inspector certifies to be
necessary for complete restoration of the Improvements exceeds the amount of such proceeds,
the Borrower shall pay into escrow with Lender prior to the release of any such proceeds to the
Borrower for such restoration, the difference between such amounts.
(d) Not permit the sale, transfer or conveyance of any legal or beneficial
interest in the Mortgaged Property or the Borrower, except as provided in the Mortgage.

(e) Not construct any improvement on the Mortgaged Property without, in each
instance, the prior written approval of the Lender, which approval shall not be unreasonably
withheld or delayed so long as, in the Lender’s reasonable judgment, the Lender’s security or the
ability of the Borrower to repay the Loan is not materially adversely affected.

(f) Not create any voluntary encumbrance (other than the Mortgage, the Loan
Documents and leases, if any, approved by Lender in accordance with the terms hereof) on the
Mortgaged Property; not grant a security interest to anyone (other than the Lender) in any
materials, fixtures or other items stored or to be stored on the Mortgaged Property or to be
incorporated or installed in the Improvements, or in any personal property used or to be used on
or in connection with the operation of the Mortgaged Property or the Improvements.

(g) Maintain adequate books of account and other records concerning the
Mortgaged Property, and permit the Lender upon request, at any time or times, to examine any or
all of such records; furnish the Lender with such other information as the Lender may request for
the purpose of determining compliance by the Borrower with this Agreement, any or all
agreements, documents and instruments referred to herein and any or all agreements, easements
and restrictions of record, as aforesaid; supply the Lender with such additional documentation
with respect to rental or operating budgets as the Lender may from time to time request.

(h) Indemnify the Lender and hold Lender harmless against any claim for
injury or damage to any person or property or death of any person, in connection with the
Mortgaged Property, and against any claim by any broker or other person for a commission or
finder’s fee in connection with the Loan, unless such injury or damage was caused by the gross
negligence, bad faith, or willful misconduct of Lender or Lender’s agent.

(i) Not enter into or permit the Mortgaged Property to be affected by any leases
or other agreements (other than agreements listed in Schedule B to the Lender’s policy of title
insurance) affecting ownership, use or occupancy of the Mortgaged Property, without Lender’s
prior written approval, which shall not be unreasonably withheld, conditioned or delayed, nor
shall the Borrower enter into or permit any material change, amendment, substitution,
modification or voluntary termination of any lease or other such agreement, existing or future,
without the prior written consent of the Lender, which shall not be unreasonably withheld.

(j) Maintain an account with the Lender into which all revenues from the
Mortgaged Property will be deposited.

(k) Not create or permit any junior financing with respect to the Mortgaged
Property without first obtaining the prior written consent of the Lender.

6. Financial Covenants by Borrower.

(a) Definitions.

(i) “Debt Service Coverage Ratio” means, for any period, the ratio of the
EBITDA of the Borrower and the Corporate Guarantors on a combined
basis less 80% of Borrower’s and Corporate Guarantor’s discretionary
distributions plus 20% of discretionary bonuses by Borrower and Corporate
Guarantors less unfinanced capital expenditures divided by the sum of
interest expense plus current maturities of long term debt and current
capital lease maturities for the prior 12 month period for both the Borrower
and the Corporate Guarantors.

(ii) “EBITDA” – For any period, earnings before interest, taxes, depreciation
and amortization, determined in accordance with generally accepted
accounting principles (“GAAP”).

(b) Financial Covenant. It shall be a condition of the Loan that Borrower and
Corporate Guarantors maintain a Debt Service Coverage Ratio of not be less than
 1.25 to 1.0 to be measured on an annual basis pursuant to Borrower’s and
Corporate Guarantors’ fiscal year end financial statements;

If Lender, in its sole discretion, determines that the Borrower and Corporate Guarantors fail to
comply with these financial covenants, it shall constitute an event of default under the Loan.

7. Financial Reporting Covenants by Borrower. Borrower shall furnish to the Lender,

during the term of the Loan, such information as to the financial condition of the Borrower, the
Guarantors and the Mortgaged Property as the Lender may request, including, without limitation,
the following:

(i) Financial statements of Preferred Mortgage Group, Inc. and its affiliates within 120
days of each fiscal year end audited by a certified public accountant reasonably
acceptable to Lender.

(ii) Copies of federal tax returns of Borrower and Corporate Guarantors and its
affiliates within 30 days of filing, or within 120 days of each fiscal year end,
whichever is earlier, on an annual basis.

(iii) Updated personal financial statements of each Individual Guarantor within 120
days of each calendar year end on an annual basis.

(iv) Copies of federal tax returns of each Individual Guarantor within 30 days of filing
on an annual basis.
(v) Updated rent roll and copies of all active leases affecting the Mortgaged Property
within 30 days of each fiscal year end on an annual basis.

8. Fees, Charges, Litigation Expenses. Borrower shall pay, upon demand, all costs,
damages, charges and expenses incurred in the procuring, making, implementation,
administration and enforcement of the Loan, including without limitation the reasonable fees and
disbursements of the Lender’s attorneys, charges for appraisals, charges for environmental
assessment professionals, the fees of any inspector retained by Lender, fees and expenses
relating to examination of title, title insurance premiums, surveys, and recording, documentary,
transfer or other similar taxes and revenue stamps. In addition, if either Lender or Borrower
should bring an action or proceeding against the other party by reason of a breach of this
Agreement, the prevailing party in such action shall be entitled to recover its reasonable costs
and attorneys’ fees and expenses from the other party. If either party is required to initiate or
defend litigation with any third party because of a violation by the other party of any term of this
Agreement and such litigating party is the prevailing party, then the party so litigating shall be
entitled to recover its reasonable costs and attorneys’ fees and expenses from the violating party.

9. Permitted Assignment by the Lender. Lender may assign this Agreement, the Note,
the Mortgage, the Loan Documents and the Guaranty and any other documents and instruments
executed and/or delivered in connection herewith to any other person, firm or corporation
provided that all of the provisions hereof shall continue in full force and effect.

10. No Assignment by the Borrower. Borrower shall not assign this Agreement or the
moneys advanced hereunder or convey, assign, pledge, encumber or mortgage (except for the
Mortgage) any part of the Mortgaged Property without the prior written consent of the Lender.

11. Events of Default. Each of the following events shall constitute an “Event of
Default” hereunder and under the Note:

(a) The Borrower shall fail to make payment to the Lender of any amount due
under the Note or any other payment due to Lender on a monthly recurring basis within ten (10)
days of the due date thereof without any demand or notice by Lender or to pay any other amount
due under the Note, the Mortgage, this Agreement or the other Loan Documents within fifteen
(15) days after notice for any other payment due thereunder;

(b) Failure by Borrower to keep the Mortgaged Property insured as required by

the Loan Documents whether or not Borrower has had notice thereof or an opportunity to cure;

(c) The Borrower shall fail to observe or perform any of the other terms or
provisions to be observed or performed by the Borrower set forth in this Agreement (other than
as set forth in sections 11(a) and 11(b) above, or as set forth below), the Note, the Mortgage or
the other Loan Documents and such failure is not cured within thirty (30) days after Borrower is
given written notice thereof by the Lender (unless a different cure period or procedure for curing
said failure is otherwise specifically provided for herein or in the applicable Loan Document) or
such additional time as necessary to cure such breach or default provided Borrower has diligently
commenced to cure the same and provided that such time period to cure shall not exceed 60
days. If such failure relates to repair or restoration of the building or other facilities or
improvements located on the Mortgaged Property and is capable of being cured, but the
Borrower is prevented from curing the same due to Force Majeure, the same shall not constitute
an Event of Default so long as such cause prevents such cure. As used herein, “Force Majeure”
shall mean any delay due to strikes, lockouts or other labor or industrial disturbance, civil
disturbance, future order of or delay caused by any government, court or regulatory body
claiming jurisdiction (including, without limitation delays in processing or release of necessary
permits), act of the public enemy, war, riot, sabotage, blockade, embargo, failure or inability to
secure materials, supplies or labor through ordinary sources by reason of shortages or priority or
similar regulation or order of any government or regulatory body, lightning, earthquake, fire,
storm, hurricane, tornado, flood, washout, explosion other Acts of God, or other delays
reasonably beyond the control of Borrower;

(d) A default beyond any applicable cure period shall occur with respect to any
other liabilities, indebtedness and obligations of the Borrower to the Lender including with
respect to any Hedging Obligations as defined in Rider A to the Note or to any other creditor of
every kind and description, direct or indirect, absolute or contingent, due or to become due, now
existing or hereafter arising, liquidated or unliquidated, regardless of how they arise or by what
agreement or instrument they may be evidenced or whether evidenced by any agreement or
instrument and also including obligations to perform acts and to refrain from taking action as
well as obligations to pay money;

(e) (i) The Borrower or any of the Guarantors shall: (A) admit in writing its
inability to pay its debts generally as they become due; (B) file a petition in bankruptcy or a
petition to take advantage of any insolvency act; (C) make an assignment for the benefit of
creditors; (D) consent to, or acquiesce in, the appointment of a receiver, liquidator or trustee of
itself or of the whole or any substantial part of its properties or assets; (E) file a petition or
answer seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution,
or similar relief under the federal bankruptcy laws or any other applicable law; or (ii) (A) a court
of competent jurisdiction shall enter an order, judgment or decree appointing a receiver,
liquidator or trustee of the Borrower, or of the whole or any part of the property or assets of the
Borrower and such order, judgment or decree shall remain unvacated, or not set aside, or
unstayed for 90 days, or (B) a petition shall be filed against it seeking reorganization,
arrangement, composition, readjustment, liquidation, dissolution or similar relief under the
federal bankruptcy laws or any other applicable law and such petition shall remain undismissed
for 90 days, or (C) under the provisions of any other law for the relief or aid of debtors, any court
of competent jurisdiction shall assume custody or control of the Borrower or of the whole or any
part of its property or assets and such custody or control shall remain unterminated or unstayed
for 90 days; or (iii) an order shall be entered in any proceeding by or against the Borrower
decreeing the dissolution of Borrower or the winding up of its affairs, an attachment or execution
is levied against any portion of the property of the Borrower and is not discharged within 90
days; or (iv) the death or permanent incapacity of the Borrower;

(f) Any representation or warranty made by the Borrower or in any other

agreement, report, certificate, statement or instrument (including, without limitation, financial
statements) relating to the Loan shall be or become untrue, inaccurate or misleading in any
material respect when made, including, without limitation, the Hazardous Waste Indemnification
Agreement or Borrower shall suffer a material adverse change as determined by Lender in its
reasonable discretion;

(g) Service upon the Lender of a writ of attachment or levy, or naming the
Lender as trustee for any goods, effects or credits of the Borrower, or of any similar process of
attachment relating to the Borrower;

(h) The company issuing the title insurance policy insuring the Mortgage shall
refuse to insure any amounts advanced under the Loan to be secured by the Mortgage as a valid
lien on the Mortgaged Property;

(i) There shall occur a default or event of default, beyond any applicable cure
period, under any of the Guaranties;

(j) The Borrower shall fail, beyond any applicable cure period, to observe or
perform any covenant or agreement on its part to be observed or performed pursuant to the terms
of any lease with respect to the Mortgaged Property, which failure would entitle the tenant to
withhold rent or terminate the lease;

(k) The Borrower shall execute any conditional bill of sale, chattel mortgage or
other security instrument covering any materials, fixtures or articles intended to be incorporated
in the Improvements or the appurtenances thereto, or file or have filed against it a financing
statement publishing notice of such security instrument, or any of such materials, fixtures or
articles shall not be purchased so that the ownership thereof will vest unconditionally in the
Borrower, free from encumbrances, on delivery at the Mortgaged Property;

(l) A lien for the performance of work or the supply of materials shall be filed
against the Mortgaged Property and remain unsatisfied or unbonded for a period of twenty (20)
days after the date of filing thereof unless the Lender has been supplied with other security in
form and amount which is satisfactory to the Lender, in the Lender’s sole discretion;

(m) Eminent domain proceedings shall be commenced against all or any

substantial portion of the Mortgaged Property and Improvements (for purposes of this
subparagraph, the taking shall be deemed insubstantial if (i) the taking affects less than five
percent (5%) of the Mortgaged Property and Improvements and does not, in the Lender’s
reasonable judgment, materially adversely affect the Lender’s security for the Note, and (ii) the
remaining portions of the Mortgaged Property and the Improvements thereto have access
required by applicable zoning and building codes); or

(n) Attachment of any lien, security interest or other encumbrance, not in favor
of the Lender, upon any property of the Borrower or the Guarantors which constitutes collateral
for obligations to the Lender, which is not paid, discharged or bonded against within twenty (20)
days;

(o) Entry of any court order against the Borrower which enjoins, restrains or in
any way prevents the Borrower materially from conducting all or any part of its business
activities or materially interferes with the ownership, use or occupation of any if its real
properties which court order is not rescinded or dismissed within ten (10) days of its issuance; or

(p) Entry of any final judgment(s) against the Borrower or the Guarantors, not
covered by insurance, in an aggregate amount greater than $50,000.

If an Event of Default shall occur and be continuing, the Lender:

(A) may declare the indebtedness evidenced by the Note and secured by the
Mortgage and other Loan Documents to be immediately due and payable; and

(B) may pursue any and all remedies provided for hereunder and in the Note,
Mortgage, Loan Documents and Guaranties.

12. Provisions of the Note and the Mortgage. The Note, the Mortgage and the Loan
Documents are subject to the conditions, stipulations, agreements and covenants contained
herein to the same extent and effect as if fully set forth therein until this Agreement is terminated
and all principal, interest and other sums due and owing to the Lender under this Agreement and
on the Note, the Mortgage and the other Loan Documents have been paid in full.

13. Further Assurances. The Borrower shall, on demand of the Lender, do any act or
execute any additional documents reasonably required by the Lender to secure the Note or
confirm the liens of the Mortgage, including in such additional documents, but not limited to,
any agreement extending or otherwise modifying the Mortgage and the Note and a certificate as
to the amount of indebtedness evidenced by the Note.

14. Parties Bound, etc. The provisions of this Agreement shall be binding upon and
inure to the benefit of Borrower and Lender and their respective successors and assigns (except
as otherwise prohibited by this Agreement). This Agreement is a contract between Lender and
Borrower for their mutual benefit and no third person shall have any right, claim or interest
against either the Lender or the Borrower by virtue of any provision hereof or as a result of any
action or inaction of Lender in connection therewith. Each reference herein to the Lender shall
be deemed to include its successors and assigns, and each reference to the Borrower and any
pronouns referring thereto as used herein shall be construed in the masculine, feminine, neuter,
singular or plural as the context may require, and shall be deemed to include successors and
assigns of the Borrower, all of whom shall be bound by the provisions hereof.

15. Notice. Any notice, request, demand or other communication required or

permitted hereunder shall be given in writing by delivering the same in person to the intended
addressee, by overnight courier service with guaranteed next day delivery or by certified United
States Mail, postage prepaid or telegram sent to the intended addressee at the applicable address
set forth on Page 1 hereof or to such different address as either Borrower or Lender shall have
designated by written notice to the other sent in accordance herewith. Copies of all notices to
Lender shall also be sent to Brian F. Plunkett, Esquire, Bartlett Hackett Feinberg P.C., 10 High
Street, Suite 920, Boston, MA 02110 and copies of all notices to Borrower shall also be sent to:

Evan M. Kushner, Esq.

Kushner, Marano and Murphy, P.C.
450 Lexington Street
Newton, MA 02458

Notwithstanding the foregoing, the inadvertent failure of Borrower or Lender to provide copies
of notices to respective designated counsel shall not render ineffective notices otherwise given
validly. Such notices shall be deemed given when received or, if earlier, in the case of delivery
by courier service with guaranteed next day delivery, the next day or the day designated for
delivery, or in the case of delivery by certified United States Mail, two days after deposit therein.

16. Survival of Representations and Warranties. All of the covenants, representations

(as of the date when made or deemed to be made) and warranties made in this Agreement shall
survive the execution and delivery hereof and the making of the Loan, and may be relied upon by
the Lender, regardless of any inspection or investigation or lack thereof by the Lender. All
covenants, representations and warranties contained in the Note and the Mortgage, and in any
agreement, certificate, statement, report or other document delivered by or on behalf of the
Borrower as provided herein, or otherwise in connection with the transactions contemplated
hereby, shall be deemed to have been made in this Agreement.

17. Remedies Cumulative. The rights and remedies of Lender hereunder, and under the
Note and Mortgage, all other agreements, documents and instruments referred to herein and
under applicable law are cumulative and not alternative, and such rights and remedies may be
exercised singly and concurrently.

18. Severability. If any provision of this Agreement or the application thereof to any
person or circumstance is held invalid, such invalidity shall not affect other provisions which can
be given effect without the invalid provision or application, and to this end, the provisions of this
Agreement shall be severable.

19. Waivers, Extensions and Releases. The Lender may at any time and from time to
time waive any one or more of the conditions contained herein or extend the time of payment of
the Loan or release portions of the Mortgaged Property from the provisions of this Agreement
and from the Mortgage, but any such waiver, extension or release shall be deemed to be made in
pursuance and not in modification hereof, and any such waiver in any instance or under any
particular circumstance shall not be considered a waiver of such condition in any other instance
or any other circumstance.

20. Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement is and shall be
deemed to be a contract entered into pursuant to the laws of the Commonwealth of
Massachusetts and shall in all respects be governed, construed, applied and enforced in
accordance with the laws of such jurisdiction. The undersigned hereby submits to the
jurisdiction of the courts of the Commonwealth of Massachusetts for all purposes with respect to
this Agreement and expressly makes any and all objections or may have as to venue in such
courts. THE UNDERSIGNED HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVES THE RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
LITIGATION BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH
THIS AGREEMENT AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN
CONNECTION HEREWITH OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER WRITTEN OR ORAL) OR ACTIONS OF EITHER PARTY.

21. Termination. This Agreement shall terminate and be of no further force and effect
when the Borrower has repaid the indebtedness evidenced by the Note in full and the Borrower
has otherwise satisfied all of its obligations to Lender hereunder and under the other Loan
Documents.

22. Borrower/Lender Relationship. Nothing contained in this Agreement shall be

construed as creating a joint venture or partnership of or between Lender and Borrower or to
create any other relationship between the parties hereto other than as the Borrower and the
Lender, and Borrower hereby indemnifies and agrees to hold harmless the Lender from any and
all damages resulting from such a construction of the relationship of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
year first above written.

BORROWER:
LEXINGTON STREET LLC

______________________ By: __________________________

Witness ____________, its Managing Member

LENDER:
CITIZENS BANK OF MASSACHUSETTS

______________________ By:__________________________
Witness Richard Hamilton, Vice President

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9/29/10 18:06 /
 EXHIBIT A

PRELIMINARY CLOSING AGENDA