Exhibit 10.2


 


CONTRACT WORK AUTHORIZATION (Form
1) RELEASE NO. 3


 


for


ENGINEERING AND


 


CONSTRUCTION MANAGEMENT SERVICES


 


Between


 


ACUSPHERE, INC. (“ACUSPHERE/OWNER”)


 


and


 


PARSONS COMMERCIAL TECHNOLOGY
INC. (“PARSONS”)


 


 


All work authorized by Acusphere and performed by Parsons in accordance
with this Contract Work Authorization shall be governed by the “Terms and
Conditions for Engineering, Procurement and Construction Management Services
between Acusphere, Inc. and Parsons Commercial Technology Group Inc.” (the
EPCM), effective date July 6, 2004.


 





















 


CONTRACT WORK AUTHORIZATION RELEASE 3


(Form 1)


FOR


ENGINEERING AND CONSTRUCTION MANAGEMENT
SERVICES


 


THIS
Contract Work Authorization for the continuing performance of engineering,
construction management, procurement services and placement of subcontracts
(where applicable) is executed March 9, 2005 between ACUSPHERE, INC., with
principal offices at 500 Arsenal Street, Watertown, Massachusetts 02472 (“Acusphere/Owner”)
and PARSONS COMMERCIAL TECHNOLOGY GROUP INC. (“PARSONS”), with principal
offices for this project located at 150 Federal Street, Boston, Massachusetts
02110.


 


This
Contract Work Authorization, the scope of which is defined below, is intended
to cover engineering, construction management, procurement services and
placement of subcontracts (where applicable) (authorized to date by Acusphere)
to be provided by Parsons for Acusphere from July 6, 2004 through April 1,
2005. This Contract Work Authorization (Form 1) Release 3 extends Parson’s
performance period from February 28, 2005, as previously authorized per
Contract Work Authorization (Form 1) Release 2, to April 1, 2005.


 


IN
CONSIDERATION of the covenants hereinafter set forth, the parties hereto
mutually agree as follows:


 


ARTICLE I                                                                                     SCOPE OF SERVICES


 


1.2                                 Description of Services


 


Parsons shall continue to perform engineering
construction management and other services as required (hereinafter referred to
as the “Services”) in connection with Owner’s aseptic pharmaceutical
manufacturing facility located at 890 East Street, Tewksbury, Massachusetts
(the “Facilities”), as previously set forth and described in Exhibit 1, which
is attached to Contract Work Authorization (Form 1) Release Number 1, which was
executed by the parties November 11, 2004.


 


ARTICLE II                                                                                 ESTIMATED COST


 


	
  Previous total estimated cost up through and
  including Contract Work Authorization (Form 1) Release Number 2

  	
   

  	
  $

  	
  6,006,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Estimated increase based on Contract Work
  Authorization (Form 1) Release Number 3

  	
   

  	
  $

  	
  230,948.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Revised total estimated cost up through this
  Contract Work Authorization (Form 1) Release Number 3

  	
   

  	
  $

  	
  6,236,948.00

  	
   

  



 


It is anticipated that the revised estimated costs
added herein will be incurred prior to the end of April 1, 2005 and that,
in accordance with the terms of the EPCM and Contract Work Authorization (Form
1) Release Nos. 1, 2 and 3, if Acusphere were to terminate this contract during
this term or elect to not extend this contract beyond April 1, 2005,
Acusphere will be liable for  costs
which  exceed the amounts stated above,
relating primarily to costs associated


 





















 


with materials purchased by subcontractors for this
project.  Parson’s has presented data to
Acusphere suggesting, based upon Parsons experience and the terms of the subcontracts,
that the maximum amount of such additional costs (although not guaranteed)
should not be more than an additional two million dollars ($2,000,000) and
would likely be less than this amount.


 


ARTICLE III                                                                             TERMS AND CONDITIONS


 


THE PARTIES ACKNOWLEDGE AND
AGREE THE TERMS AND CONDITIONS OF THIS AGREEMENT HAVE BEEN FREELY, FAIRLY AND
THOROUGHLY NEGOTIATED. FURTHER, THE PARTIES ACKNOWLEDGE AND AGREE SUCH TERMS
AND CONDITIONS, INCLUDING BUT NOT LIMITED TO THOSE RELATING TO WAIVERS,
ALLOCATIONS OF, RELEASES FROM, INDEMNITES AGAINST AND LIMITATIONS OF LIABILITY,
WHICH MAY REQUIRE CONSPICUOUS IDENTIFICATION, HAVE NOT BEEN SO IDENTIFIED BY
MUTUAL AGREEMENT AND THE PARTIES HAVE ACTUAL KNOWLEDGE OF THE INTENT AND EFFECT
OF SUCH TERMS AND CONDITIONS. EACH PARTY ACKNOWLEDGES THAT IN EXECUTING THIS
AGREEMENT IT RELIED SOLELY ON ITS OWN JUDGEMENT, BELIEF, AND KNOWLEDGE, AND
SUCH ADVICE AS IT MAY HAVE RECEIVED FROM ITS OWN COUNSEL, AND IT HAS NOT BEEN
INFLUENCED BY ANY REPRESENTATION OR STATEMENTS MADE BY ANY OTHER PARTY OR SUCH
OTHER PARTY’S COUNSEL. NO PROVISION IN THIS AGREEMENT IS TO BE INTERPRETED FOR
OR AGAINST ANY PARTY BECAUSE THAT PARTY OR ITS COUNSEL DRAFTED SUCH PROVISION.


 


ARTICLE IV                                                                             SCHEDULE


 


It is estimated that the
work covered by the Contract Work Authorization shall commence and be completed
as noted below:


 


Work commenced on July 6,
2004 and shall be suspended at the end of the day April 1, 2005 unless a
subsequent authorization to continue is received by Parsons from Acusphere on
or prior to April 1, 2005. 
Notwithstanding the above, Parsons agrees not to award a subcontract for
process piping until either Acusphere and Parsons have agreed to, and Acusphere
has authorized, contract costs beyond April 1, 2005 or express written
approval for such subcontract is approved by Acusphere’s Chief Executive
Officer.


 


All other terms and
conditions for the Contract for Engineering, Procurement and Construction
Management Services, as previously amended by Contract Work Authorization
Numbers 1 through 2 remain unchanged.


 


IN WITNESS WHEREOF, the
parties hereto have executed this contract, document as of the date and year
first above written.


 


	
  ACUSPHERE, INC. (“ACUSPHERE”)

  	
   

  	
  PARSONS COMMERCIAL
  TECHNOLOGY GROUP

  INC. (“PARSONS”)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ John F. Thero

  	
   

  	
  By:

  	
  /s/ Todd Williams, Jr.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Senior Vice President

  	
   

  	
   

  	
  Deputy Division Manager

  	
   

  
	
  Title

  	
   

  	
   

  	
  Title

  	
   

  



 


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