Exhibit
10.1


SECOND
AMENDMENT TO LEASE


Reference is made to a certain Lease dated January
7, 2000, by and between Thomas J. Teuten and John H. Spurr, Jr.,
Trustees of 1050 Hingham Street Realty Trust.  (“Landlord”) and BioSphere, Inc.
(“Tenant”), and as amended, for Leased Premises located at 1050 Hingham Street,
Rockland, Massachusetts (the “Lease”).


Now therefore, in consideration of these presents and
other good and valuable consideration, Landlord and Tenant agree that the Lease
is hereby amended as follows:


1.             Effective on the Second Amendment
Commencement Date, the Leased Premises is reduced to exclude the “Expansion
Space”, as shown in Exhibit A-3 of the First Amendment to Lease.


2.             Rentable Square Footage of the
Leased Premises set forth in the Reference Data Section is decreased by the
area of the former Expansion Space, 5,198 square feet, making the total area approximately
7,797 square feet, effective on the Second Amendment Commencement Date, defined
below.


3.             The Lease Term set forth in the
Reference Data Section is extended through March 31, 2007.


4.             The Base Rent set forth in the
Reference Data Section is revised to substitute the following schedule
effective on the Second Amendment Commencement Date, which shall be April 1,
2005.


	
  Period

  	
   

  	
  Annual Rent

  	
   

  	
  Monthly Rent

  	
   

  
	
  April 1, 2005 to
  March 31, 2007

  	
   

  	
  $

  	
  155,940.00

  	
   

  	
  $

  	
  12,995.00

  	
   

  
								



 


5.             The Tenant shall be responsible for
the cost of electricity consumed through lights and outlets, which shall be
sub-metered and billed to Tenant as per current practice.


6.             After the Second Amendment
Commencement Date, Base Operating Costs and Base Taxes shall be revised as set
forth in the Amended Reference Data Section.


	
  7.

  	
  Tenant’s Proportionate 

  
	
   

  	
  Share:

  	
  19.605

  	
  %

  



 


8.             Tenant acknowledges that Landlord
has met its obligation with respect to Landlord’s Expansion Construction and
that Landlord has no further obligation therefor.


9.             Landlord and Tenant agree that the
Leased Premises shall be delivered in “as is” condition except that Landlord
shall perform the following work prior to the Second Amendment Commencement
Date: 


•                  Demise the Leased Premises from the 5,198
rentable square feet previously occupied by Tenant 


 





















 


•                  Paint all walls with one coat of the
existing color within the newly demised Leased Premises (7,797 rentable square
feet)


•                  Clean all carpet and VCT within the newly
demised Leased Premises


 


10.           Lease Security:  Tenant shall extend the Letter of Credit in
the amount of $58,000 in favor of Landlord through the end of the Lease Term as
extended herein.


11.           Section 36 of the Lease is deleted in
its entirety.


12.           The capitalized terms contained
herein shall have the same meaning as those terms contained in the Lease and
First Amendment to Lease.


13.           Except as herein expressly set forth,
the Lease shall remain unchanged and is hereby ratified and remains in full
force and effect.


                Executed under seal this 24th day of
January, 2005.


	
   

  	
  LANDLORD:

  
	
   

  	
  1050 Hingham Street
  Realty Trust

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John H. Spurr, Jr.

  
	
   

  	
   

  	
  Trustee and not
  Individually

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TENANT:

  
	
   

  	
  Biosphere, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter Sutcliffe

  
	
   

  	
   

  	
  Duly authorized

  
	
   

  	
   

  



 





















 


AMENDED REFERENCE DATA

REFLECTING SECOND
AMENDMENT


As used in this Lease, the following terms shall have
the respective meanings set forth below except when and to the extent reference
is made to particular Sections of the Lease:


	
  Date of Lease:

  	
   

  	
  January 7, 2000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date of
  Amendments:

  	
   

  	
  First Amendment

  	
  June 27, 2000 

  	
   

  
	
   

  	
   

  	
  Second Amendment

  	
  January 21, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Landlord:

  	
   

  	
  Thomas J. Teuten
  and John H. Spurr, Jr., Trustees of 1050 Hingham Street Realty Trust

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Landlord’s
  Address:

  	
   

  	
  20 Winthrop
  Square, Boston, Massachusetts 02110-1229.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Tenant:

  	
   

  	
  BioSphere, Inc.,
  a Delaware Corporation.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Tenant’s
  Address:

  	
   

  	
  1050 Hingham
  Street

  Rockland, Massachusetts 02370

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Property:

  	
   

  	
  Landlord’s land
  and improvements thereon known as 1050 Hingham Street, Rockland,
  Massachusetts 02370.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Building:

  	
   

  	
  The three-story
  building located on the Property.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Leased Premises:

  	
   

  	
  A portion of
  first floor of the Building as shown on Exhibit A-1.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Rentable Square
  Footage of the Leased Premises:

  	
   

  	
  Prior to First
  Amendment 7,797 square feet.

  Prior to Second Amendment 12,995 square feet.

  After Second Amendment 7,797 square feet.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total Rentable
  Square Footage of the Building:

  	
   

  	
  39,771 square
  feet.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Use of Leased
  Premises:

  	
   

  	
  Administrative
  offices for a medical device company and ancillary uses related thereto
  including research and development and light manufacturing to the extent
  described in Exhibit D attached hereto and incorporated herein, provided that
  such research and development involve no hazardous materials, solid waste,
  noise or fumes beyond the Leased Premises or any impact on the Building, its
  operations or the operations of other tenants in the Building.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Lease Term:

  	
   

  	
  Seven (7) years
  (original term — five (5) years, extension per Second Amendment — two (2)
  years)

  	
   

  



 





















 


	
  Specified
  Commencement Date:

  	
   

  	
  March 15, 2000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Commencement
  Date:

  	
   

  	
  The Specified
  Commencement Date or such other date as is determined in accordance with the
  terms of Section 3.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Second Amendment
  Commencement Date:

  	
   

  	
  April 1, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Base Rent:

  	
   

  	
   

  	
   

  



 


	
  Periods

  	
   

  	
  Annual
  Base Rent

  	
   

  	
  Monthly
  Installment

  	
   

  	 

	
  March 15, 2000 to July 14, 2000

  	
   

  	
  $

  	
  155,940.00

  	
   

  	
  $

  	
  12,995.00

  	
   

  	 

	
  July 15, 2000 to March 14, 2003

  	
   

  	
  $

  	
  270,296.00

  	
   

  	
  $

  	
  22,524.67

  	
   

  	 

	
  March 15, 2003 to March 31, 2005

  	
   

  	
  $

  	
  276,143.75

  	
   

  	
  $

  	
  23,011.98

  	
   

  	 

	
  April 1, 2005 to March 31, 2007

  	
   

  	
  $

  	
  155,940.00

  	
   

  	
  $

  	
  12,995.00

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  Lease Security:

  	
   

  	
  An irrevocable
  letter of credit (the “Letter of Credit”) or cash Security Deposit of
  $140,000 at the Commencement Date and $234,000 after the execution of the
  First Amendment, to be reduced as scheduled below, subject to Section 4.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Period

  	
   

  	
  Amount

  	
   

  
	
   

  	
   

  	
  3/15/00-First Amendment Execution

  	
   

  	
  $

  	
  140,000

  	
   

  
	
   

  	
   

  	
  First Amendment Execution-3/14/01

  	
   

  	
  $

  	
  234,000

  	
   

  
	
   

  	
   

  	
  3/15/01-3/14/02

  	
   

  	
  $

  	
  198,000

  	
   

  
	
   

  	
   

  	
  3/15/02-3/14/03

  	
   

  	
  $

  	
  157,800

  	
   

  
	
   

  	
   

  	
  3/15/03-3/14/04

  	
   

  	
  $

  	
  110,500

  	
   

  
	
   

  	
   

  	
  3/15/04-3/31/07

  	
   

  	
  $

  	
  58,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Base Operating
  Costs:

  	
   

  	
  Prior to Second
  Amendment: Operating Costs for the calendar year 2000, grossed up to reflect
  100% occupancy for a full calendar year.

  	
   

  
	
   

  	
   

  	
  After Second
  Amendment: Operating Costs for the calendar year 2004, grossed up to reflect
  100% occupancy for a full calendar year.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Base Taxes:

  	
   

  	
  Prior to Second
  Amendment: Taxes for the fiscal year ended June 30, 1999.

  	
   

  
	
   

  	
   

  	
  After Second
  Amendment: Taxes for the fiscal year ended June 30, 2005.

  	
   

  
													



 





















 


	
  Electricity:

  	
   

  	
  Prior to First
  Amendment $6,627.45 per year or $552.29 per month. After First Amendment
  $11,825.00 per year or $985.42 per month.

  	
   

  
	
   

  	
   

  	
  After Second
  Amendment Tenant shall be responsible for the cost of electricity consumed
  through lights and outlets, which shall be sub-metered and billed to Tenant
  as per current practice.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Tenant’s
  Proportionate Share:

  	
   

  	
  Prior to First
  Amendment 19.605%.

  After First Amendment 32.675%.

  After Second Amendment Commencement Date 19.605%.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Broker:

  	
   

  	
  Landlord and
  Tenant warrant that no real estate brokers other than A. W. Perry Management
  Corp. are involved in this Lease Extension and Tenant hereby indemnifies
  Landlord for any claims for commissions other than to the broker named above.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Insurance:

  	
   

  	
  $1,000,000/$3,000,000
  per occurrence public liability;

  $1,000,000 per
  occurrence property damage. 

  Personal
  Property insurance for all risks to full insurable value of personalty in the
  Leased Premises.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Condition of
  Leased Premises:

  	
   

  	
  Per Paragraph 9
  of Second Amendment to Lease