Fill and Sign the Massachusetts Limited Power of Attorney for Stock Transactions and Corporate Powers Form

- 1 - LIMITED POWER OF ATTORNEY FOR STOCK TRANSACTIONS AND OTHER CORPORATE POWERS STATE OF MASSACHUSETTS COUNTY OF ___________________________ KNOW ALL MEN BY THESE PRESENT, THAT I ___________________________, whose address is ___________________________________, ___________________________ (City), Massachusetts, , __________ (Zip), have made, constituted and appointed, and by these presents do make, const itute and appoint, ___________________________ my true and lawful attorney - in-fact to act with the following limited powers, to wit: Exercising stock options and voting all of my shares of stock in ___________________________, a Corporation incorporated in the State of ___________________________, hereinafter "Corporation", without the necessity of a proxy and the right to appoint proxies therefor, and poss essing all powers that I possess as granted to me by the Bylaws of said corporation, to inc orporate, reorganize, merge, consolidate, recapitalize, sell, liquidate or dissolve any business; el ect or employ officers, directors and agents; carry out the provisions of any agreement for the sale of any bu siness interest or the stock therein. These powers include, but are not limited to, the following: A. Receive, hold, transfer, sell and convey any stock certificate s of the Corporation and all documents of title in connection therewith; B. Make, execute and deliver, in my name and on my behalf, for any considera tion whatsoever, for cash, instruments of conveyance covering the stock of the Corpora tion, containing such terms, covenants and conditions deemed necessary or advisable by my agent; C. Execute, in my name and on my behalf, such contracts or other assurances as may be requested or required by any bank or other institution or individual when carrying out the powers granted herein; and D. Acquire, exchange, buy or sell my stock in the corporation, or any interest therein, on such terms and conditions as my agent shall deem proper. Execute and deliv er, in my name and on my behalf, conveyances of said stock. FURTHER, I do authorize my aforesaid attorney to execute, acknowledge and deliver any instrument under seal or otherwise, and to do all things necessary to carry out the intent hereof, hereby granting unto my said attorney full power and authority to act in and concerning the premises as fully and effectually as I may do if personally present, limited, however, to the purpose for which this limit ed power of attorney is executed. PROVIDED, however, that all business transacted hereunder for me or for my account shall be transacted in my name, and that all endorsements and instruments execute d by my said attorney for the purpose of carrying out the foregoing powers shall contain my name, followed by that of my said attorney and the designation "attorney- in-fact". - 2 - This Power of Attorney shall be: Non-Durable Durable and shall not be affected by any subsequent disability or incompetence. I further declare that any act or thing lawfully done hereunder and within the powers herein stated by my said attorney shall be binding on myself and my heirs, legal and pers onal representatives and assigns, whether the same shall have been done either before or after my death, or other revocation of thi s i nstrument, unless and until reliable intelligence or notice thereof shall have been received by my s aid attorney. Third parties may rely upon the representations of the agents as to all matters relating to any power granted to them hereunder, and no person who may act in reliance upon the representat ions of the agent or the authority granted to it shall incur any liability to the principal or his estate as result of permitting the agent to exercise any power. IN WITNESS WHEREOF, I have hereunto set my hand and seal this the _______ day of ________________, 20_____. ______________________________________________ PRINCIPAL ______________________________ WITNESS ______________________________ WITNESS ATTESTATION The hereinafter named Witnesses, each declare under penalty of perjury under the laws of t he State of Massachusetts, that the principal is personally known to us, that the princi pal signed and acknowled ged this Limited power of attorney in our presence, that the principal appears to be of sound mind and under no duress, fraud or undue influence, that we are not the person appointed as attorney- in-fact by this document and that we witnessed this power of attorney in the presence of the princi pal. We are not related to the principal by blood, marriage or adoption, and to the best of our knowledge, are not entit led to any part of the estate of the principal upon the death of the principal under a will now existing or by operation of law. WITNESSES: ______________________________ Signature Print Name: ___________________________ Address: ______________________________ City: ________________ State: ___________ Zip: __________ WITNESSES: ______________________________ Signature Print Name: ___________________________ Address: ______________________________ City: ________________ State: ___________ Zip: __________ - 3 - Principal Name and Address Attorney- in-Fact Name and Address Name: Name: Address: Address: City: City: State: Zip: State: Zip: Phone: Phone: