**Exhibit10.47**

 

**LEASE AMENDMENT AND MODIFICATION AGREEMENT**

 

 

                This agreementmade as of **October 19th, 2001**, **between MFIC Corporation** (formerlyMicrofluidics International Corporation), a Delaware corporation having a usualplace of business at 30 Ossipee Road, Newton, Massachusetts 02464-9101(“Tenant”), and **King Real Estate Corp., Trustee of the 1238 Chestnut Street Trust**under Declaration of Trust dated May 23, 1969, recorded with Middlesex SouthRegistry of Deeds in Book 11682, Page 384 (“Landlord”).  This Lease Amendment and ModificationAgreement shall be referred to hereinafter as the “Agreement”.

 

 

**                WHEREAS**, by a lease dated May 23, 1997 Landlordleased certain space comprised of 15, 400 sq. ft. on the first floor and 16,200 sq. ft. on the second floor in the building located at 30 Ossipee Road,Newton, Middlesex, Massachusetts (the “Premises”), to Tenant for an initialfour (4) year term commencing on June 1, 1997 and terminating on May 31, 2001together with two (2) one-year lease term extension options commencing June 1,2001 and June 1, 2002, respectively (the “Lease”), and

 

                **WHEREAS**,Landlord and Tenant wish to amend and modify the Lease to extend the term ofthe Lease at new rental rates, and

 

 

                **NOWTHEREFORE**, for good and valuable consideration, the adequacy anddelivery of which is hereby acknowledged, and in consideration of the mutualpromises and premises contained herein, it is hereby agreed between the partieshereto as follows:

 

 

1.               **Incorporation of Lease**.

Landlord and Tenant agree that except as otherwise expressly modifiedby this Agreement, the provisions of the Lease shall remain in full force andeffect. If there are any inconsistencies between the Lease and this Agreementthe terms of this Agreement shall prevail, provided further, that the terms andconditions of the letter agreement between Landlord and Tenant dated October 2,2001 shall be deemed incorporated herein and superceded by this Agreement.

 

 

2.               **Adjustment of Term**.

Section 2. of the Lease is hereby amended to provide that “Subject tothe conditions herein stated, the Tenant shall continue to hold the Premisesthrough May 31, 2002 under the terms of this Lease and shall thereaftercontinue to hold the Premises pursuant to the terms of this Agreement for anadditional term of Four (4) years commencing on June 1, 2002 (the “TermCommencement Date”) and terminating on May 31, 2006.

 

 

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3.               **Rent**.

For the period commencing on and as of June 1, 2002, and continuingthrough May 31, 2003 Tenant shall pay to Landlord, as annual base rent (the“Fixed Rent”) the amount of Two Hundred Sixty Eight Thousand Six Hundred andNo/100 Dollars ($268,600.00) or $8.50 per sq. ft. For the period commencing onand as of June 1, 2003, and continuing through May 31, 2004 Tenant shall pay toLandlord, as Fixed Rent the amount of Three Hundred Thousand Two Hundred andNo/100 Dollars ($300,200.00) or $9.50 per sq. ft. For the period commencing onand as of June 1, 2004, and continuing through May 31, 2005 Tenant shall pay toLandlord, as Fixed Rent the amount of Three Hundred Sixteen Thousand and No/100Dollars ($316,200.00) or $10.00 per sq. ft. For the period commencing on and asof June 1, 2005, and continuing through May 31, 2006 Tenant shall pay toLandlord, as Fixed Rent the amount of Three Hundred Thirty One Thousand EightHundred and No/100 Dollars ($331,800.00) or $10.50 per sq. ft.

 

 

4.               **Option To Extend.**

Section 35 of the Lease is hereby modified and amended by replacing thefirst paragraph and subsection a. so as to provide that “Tenant shall have two(2) additional options to extend the Lease in one year increments, providedthat there has been no assignment of this Lease, on the same terms andconditions provided herein except that:

 

a.                                       For the first one-year extension, at theoption of the Tenant, for the period commencing on and as of June 1, 2006, andcontinuing through May 31, 2007 Tenant shall pay to Landlord, as Fixed Rent theamount of Three Hundred Forty Seven Thousand Six Hundred and No/100 Dollars($347,600.00) or $11.00 per sq. ft. For the second one-year extension, at theoption of the Tenant, for the period commencing on and as of June 1, 2007, andcontinuing through May 31, 2008 Tenant shall pay to Landlord, as Fixed Rent theamount of Three Hundred Seventy Nine Thousand Two Hundred and No/100 Dollars($379,200.00) or 12.00 per sq. ft.

 

The remainder of Section 35 shall remain unchanged.

 

 

5.               **Broker or Brokers**.

Tenant represents and warrants to the Landlord that it has dealt withno broker or agent in connection with this Agreement and the modification andamendment of the Lease. Landlord covenants that it shall indemnify and holdharmless Tenant against and from any damage, loss, claim, liability, orexpense, including without limitation reasonable attorneys’ fees, arising outof any brokerage fee or commission related to the amendment, modification andextension of the Lease, unless and except if such liability, or expense wasincurred by Tenant and constitutes a breach of the foregoing representation andwarranty.

 

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6.               **Remedial Action to be Performed by Landlord**.

Upon the execution hereof the Landlord will, at its own cost andexpense, expeditiously perform the following work:

 

a.  In thesecond floor rear space of the Premises at the end of the corridor where thebathrooms are located (the “Back Space”) the Landlord will replace: (a)carpeting (at such time as directed by Tenant), (b) ceiling tiles, (d) lightingfixtures, and (e) perform any necessary painting and repair resulting fromroofing leaks or replacement in order to put this space into tenantable andrentable condition.

b.  Installadditional fire alarm enunciators “broadcast boxes” as needed or required inthe second floor rear corridor abutting the parking lot deck and in the BackSpace.

 

c.  InstallHVAC duct vent covers or means of regulation in the currently unused BackSpace.

 

d.  Though itappears that the parking lot and front wall water migration are under controldue to Landlord’s remedial efforts, if the leakage should continue (due to wetweather, snow or other conditions) and damage the newly installed carpet thenTenant reserves its rights (i) to be compensated for any resulting loss, and(ii) to have further remedial action taken by the Landlord to control watermigration and leakage. Also, in the event that drain water again backs upthrough the recently installed floor drains in the parking lot side of thefirst floor production area abutting the parking lot deck, then Landlord shallundertake remedial action to effectively correct the problem.

 

 

7.               **Base Year for Real Estate Tax Liability**

Section 6. of the Lease (TAXES) shall be amended for the periodcommencing June 1, 2002 so that the “Base Period” shall be the twelve monthperiod ending June 30, 2000.

 

 

8.               **No Default : Good Standing**.

Tenant is not in default of any provisions of the Lease under Section20 thereof and is in good standing under all terms and conditions of the Leaseas of the date hereof.

 

 

9.               **Successors and Assigns**.

This Agreement shall be binding upon and inure to the benefit of theparties hereto and their respective successors, assigns, heirs, and legalrepresentatives, provided, however, that this provision shall not operate topermit any subleasing, assignment, mortgage, lien, charge, or other transfer orencumbrance that is contrary to the provisions of the Lease.

 

 

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10.         **Notices**.

Section 30 of the Lease is hereby amended to providefor a new Tenant notice name and addressee as follows

 
|   | If to Tenant: | MFIC Corporation      |   |   |
|--------|---------------|-----------------------|--------|--------|
|   |          | 30 Ossipee Road       |   |   |
|   |          | Newton, MA 02464-9101 |   |   |
|   |          | Attn: President       |   |   |

 

 

11.         **LeaseTerminology**.

Except as otherwise expressly provided in this Agreement, capitalizedterms used but not defined herein shall have the meanings assigned to them inthe Lease.  Captions and headings inthis Agreement are used for convenience of reference only, do not form a partof this Agreement or the Lease, and shall not affect in any way the meaning orinterpretation of this Agreement or the Lease.

 

 

12.         **InvalidProvisions**.

If any provision of this Agreement or the application of such provisionto any party or circumstance, is found by a court of competent jurisdiction tobe invalid or unenforceable, (a) the remainder of this Agreement shall not beaffected and shall remain in full force and effect, (b) such invalid provisionor application shall be deemed to be stricken from this Agreement and (c) theparties shall use good faith efforts to preserve the intent of this Agreementby substituting a reasonably comparable provision for the benefit of the partyor parties that the invalid or unenforceable provision was intended to benefit.

 

 

13.         **EntireAgreement**.

This Agreement together with the Lease constitutes the entire agreementbetween the parties as to the subject matter hereof and supersedes all prioragreements as the subject matter hereof.

 

 

14.         **Governing Law**.

This Agreement shall be governed by and construed in accordance withthe laws of the State of Massachusetts.

 

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Witness the execution hereof under seal as of the date first writtenabove.

 

 

**Tenant**

 

**MFIC Corporation**, a Delaware corporation

(Formerly Microfluidics International Corporation)

 

 
| By:    |               |
|--------|--------------------|
| Name:  | Irwin Gruverman    |
| Title: | CEO & Chairman |

 

 

 

**Landlord**

 

**1238 Chestnut Street Trust**

 

**By: King Real Estate Corp., Trustee**

 

 
| By:    |                                              |
|--------|---------------------------------------------------|
|   | John H. Finley III,  V.P. and Assistant Treasurer |

 

 

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