Exhibit 10.30


FIRST AMENDMENT


          THIS
FIRST AMENDMENT (the “Amendment”) is made and entered into as of the 11th
day of November, 2004, by and between RP/SARACEN PROPERTIES, LLC, a Delaware
limited liability company (“Landlord”), and RNK, INC. d/b/a RNK Telecom, a
Massachusetts corporation (“Tenant”). 


RECITALS


	
  

 	
  

 
	
 A.

 	
 Landlord
 (as successor in interest to Wells Avenue Senior Holdings, LLC) and Tenant
 are parties to that certain lease dated May 8, 2000
 (the “Lease”). Pursuant to the Lease, Landlord
 has leased to Tenant space currently containing 7,882 rentable square feet
 (the “Original Premises”) on the 3rd floor of the building commonly known
 as 333 Elm Street located at 333 Elm Street, Norfolk Place,
 Dedham, Massachusetts (the “Building”).

 
	
  

 	
  

 
	
 B.

 	
 Tenant
 has requested that additional space containing 3,343 rentable square feet on
 the 2nd floor of the Building shown on Exhibit A hereto (the
 “Expansion Space”) be added to the Premises and that the Lease be
 appropriately amended and Landlord is willing to do the same on the following
 terms and conditions. 

 
	
  

 	
  

 
	
 C.

 	
 The
 Lease by its terms shall expire on June 30, 2006 (“Prior Termination Date”),
 and the parties desire to extend the term of the Lease, all on the following
 terms and conditions. 

 



          NOW,
THEREFORE, in
consideration of the mutual covenants and agreements herein contained and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Landlord and Tenant agree as follows: 


	
  

 	
  

 	
  

 
	
 I.

 	
 Expansion. Effective
 as of the Expansion Effective Date
 (defined below), the Premises, as defined in the Lease, is increased from
 7,882 rentable square feet on the 3rd floor to 11,225 rentable square feet
 on the 2nd and 3rd floors by the addition of the Expansion Space, and from and after the
 Expansion Effective Date, the Original Premises and the Expansion Space,
 collectively, shall be deemed the Premises, as defined in the Lease. The term
 for the Expansion Space shall commence on the Expansion Effective Date and
 end on the Extended Termination Date (as hereinafter defined). The Expansion
 Space is subject to all the terms and conditions of the Lease except as
 expressly modified herein and except that Tenant shall not be entitled to
 receive any allowances, abatements or other financial concessions granted
 with respect to the Original Premises unless such concessions are expressly
 provided for herein with respect to the Expansion Space.

 
	
  

 	
  

 
	
  

 	
 A.

 	
 The
 Expansion Effective Date shall be the later to occur of (i) December 15, 2004
 (“Target Expansion Effective Date”), or (ii) the date that is five (5) days
 after the date upon which the Landlord Work (as defined in the Work Letter
 attached as Exhibit B hereto) in the Expansion Space has
 been Substantially Completed (defined below); provided, however, that if
 Landlord shall be delayed in substantially completing the Landlord Work in
 the Expansion Space as a result of the occurrence of a Tenant Delay (defined
 below), then, for purposes of determining the Expansion Effective Date, the
 date of Substantial Completion shall be deemed to be the day that said
 Landlord Work would have been Substantially Completed absent any such Tenant
 Delay(s). A “Tenant Delay” means any act or 

 













	
  

 	
  

 	
  

 
	
  

 	
  

 	
 omission of Tenant or its agents,
 employees, vendors contractors that actually delays Substantial
 Completion of the Landlord Work, including, without limitation, the
 following:

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 1.

 	
 Tenant’s
 failure to furnish information or approvals within any time period specified
 in the Lease or this Amendment, including the failure to prepare or approve preliminary or final plans
 by any applicable due date; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.

 	
 Tenant’s
 selection of equipment or materials that have long
 lead times after first being informed
 by Landlord that the selection may result in a delay;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 3.

 	
 Changes requested or made by Tenant to previously
 approved plans and specifications; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 4.

 	
 The
 performance of work in the Expansion Space by Tenant or Tenant’s
 contractor(s) during the performance of the Landlord
 Work; or 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 5.

 	
 If the performance of any portion of the
 Landlord Work depends on the prior or simultaneous performance of work
 by Tenant, a delay by Tenant or Tenant’s contractor(s) in the completion of
 such work. 

 






	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The
 Expansion Space shall be deemed to be Substantially Completed on the date
 that Landlord reasonably determines that all Landlord Work has been performed
 (or would have been performed absent any Tenant Delays), other than that
 Landlord Work, the non-completion of which does not materially interfere with
 Tenant’s use of the Expansion Space (e.g., details of construction or
 mechanical adjustment). The adjustment of the Expansion Effective Date and,
 accordingly, the postponement of Tenant’s obligation to pay Additional Rent
 for and with respect to the Expansion Space shall be Tenant’s sole remedy and
 shall constitute full settlement of all claims that Tenant might otherwise
 have against Landlord by reason of the Expansion Space not being ready for
 occupancy by Tenant on the Target Expansion Effective Date. 

 
	
  

 	
  

 	
  

 
	
  

 	
 B.

 	
 In
 addition to the postponement, if any, of the Expansion Effective Date as a
 result of the applicability of Paragraph I.A. of this Amendment, the
 Expansion Effective Date shall be delayed to the extent that Landlord fails
 to deliver possession of the Expansion Space for any other reason (other than
 Tenant Delays by Tenant), including but not limited to, holding over by prior
 occupants. Any such delay in the Expansion Effective Date shall not subject Lnndlord to any liability
 for any loss or damage resulting therefrom. If the Expansion Effective Date
 is delayed, the Termination Date under the Lease shall not be similarly
 extended.

 
	
  

 	
  

 	
  

 
	
  

 	
 Extension.
 The term of the Lease is hereby extended for a period of 42 months and shall
 expire on December 31, 2009 (“Extended Termination Date”), unless sooner
 terminated in accordance with the terms of the Lease. That portion of the
 term commencing the day immediately following the Prior Termination Date
 (“Extension Date”) and ending on the Extended Termination Date shall be
 referred to herein as the “Extended Term”.

 












	
  

 	
  

 	
  

 
	
  

 	
 Base Rent.

 
	
  

 	
  

 	
  

 
	
  

 	
 A.

 	
 Through Prior Termination Date. The
 Base Rent, Additional Rent and all other charges under the Lease for and with
 respect to the Premises shall be payable as provided in the Lease therein
 with respect to the Original Premises through and including the Prior
 Termination Date (i.e., the Base Rent in respect of the Original Premises
 through June 30, 2006 shall be at a rental rate of $31.00 per rentable square
 foot of the Original Premises and there shall be no additional Base Rent
 payable for and with respect to the Expansion Space through June 30, 2006).
 Further, Tenant shall not be responsible for Additional Rent attributable to
 the Expansion Space until the Expansion Effective Date.

 
	
  

 	
  

 	
  

 
	
  

 	
 B.

 	
 From and After Extension Date. As
 of the Extension Date, the schedule of Base Rent payable with respect to the
 Premises during the Extended Term is the following:

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Months of Term
 

 or Period

 	
  

 	
 Annual Rate

 Per Square 

 Foot

 	
  

 	
 Annual

 Base Rent

 	
  

 	
 Monthly

 Base Rent

 	
  

 
	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 
	
  

 	
 July 1, 2006
 — December 31, 2009:

 	
  

 	
 $

 	
 23.02

 	
  

 	
 $

 	
 258,399.50

 	
  

 	
 $

 	
 21,533.29

 	
  

 






	
  

 	
  

 	
  

 
	
  

 	
  

 	
 All
 such Base Rent shall be payable by Tenant in accordance with the terms of the
 Lease.

 






	
  

 	
  

 
	
 IV.

 	
 Parking.
 As of the Expansion Effective Date, Section 46 of the Lease is hereby amended
 (a) by deleting “eight (8)” from the first line thereof and inserting in its
 place “twelve (12)” (b) by deleting “seventeen (17)” from the fifth line
 thereof and inserting in its place “twenty four (24)”, and (c) by adding to
 the end of said Section 46 the following: “In the event that Landlord adds
 additional parking spaces to the parking facilities serving the Building,
 Tenant shall have the right to use its proportionate share (determined by
 floor area) of any such additional spaces.” 

 
	
  

 	
  

 
	
 V.

 	
 Tenant’s Share. As of the Expansion Effective Date,
 Tenant’s Share shall be 24.94%. 

 
	
  

 	
  

 
	
 VI.

 	
 Improvements to
 Expansion Space. 

 






	
  

 	
  

 	
  

 
	
  

 	
 A.

 	
 Condition of Expansion Space. Tenant
 has inspected the Expansion Space and, subject only to the performance of
 Landlord’s Work described in subsection B below, agrees to accept the same
 “as is” without any agreements, representations, understandings or
 obligations on the part of Landlord to perform any alterations, repairs or
 improvements. 

 
	
  

 	
  

 	
  

 
	
  

 	
 B.

 	
 Responsibility for Improvements to Expansion Space. Landlord
 shall perform improvements to the Expansion Space in accordance with the Work
 Letter attached hereto as Exhibit B. 

 













	
  

 	
  

 
	
 VII.

 	
 Earl Access to Expansion Space. During any period that Tenant shall
 be permitted to enter the Expansion Space prior to the Expansion Effective
 Date (e.g., to perform alterations or improvements), Tenant shall comply with
 all terms and provisions of the Lease, except those provisions requiring
 payment of Base Rent and Additional Rent as to the Expansion Space. If Tenant
 takes possession of the Expansion Space prior to the Expansion Effective Date
 for any reason whatsoever (other than the performance of work in the
 Expansion Space or placing movable items within the Expansion Space with
 Landlord’s prior approval), such possession shall be subject to all the terms
 and conditions of the Lease and this Amendment. 

 
	
  

 	
  

 
	
 VIII.

 	
 Inapplicable Lease Provisions. 

 
	
  

 	
  

 
	
  

 	
 Exhibit
 C to the Lease shall have no applicability in respect of the Expansion Space.

 
	
  

 	
  

 
	
 IX.

 	
 Notices. 

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
 For
 all purposes of the Lease, the notice address for Landlord is:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 RP/Saracen
 Properties, LLC

 
	
  

 	
  

 	
 do
 Saracen Companies

 
	
  

 	
  

 	
 7
 Wells Avenue

 
	
  

 	
  

 	
 Newton,
 Massachusetts 02459

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 With
 a copy to:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Goulston
 & Storrs, P.C.

 
	
  

 	
  

 	
 400
 Atlantic Avenue

 
	
  

 	
  

 	
 Boston,
 Massachusetts 02110

 
	
  

 	
  

 	
 Attention:
 RP/Saracen Properties, LLC

 
	
  

 	
  

 	
  

 
	
 X.

 	
 Miscellaneous.

 
	
  

 	
  

 	
  

 
	
  

 	
 A.

 	
 This
 Amendment and the Lease set forth the entire agreement between the parties
 with respect to the matters set forth herein. There have been no additional
 oral or written representations or agreements. Under no circumstances shall
 Tenant be entitled to any Rent abatement, improvement allowance, leasehold
 improvements, or other work to the Premises, or any similar economic
 incentives that may have been provided Tenant in connection with entering
 into the Lease, unless specifically set forth in this Amendment.

 
	
  

 	
  

 	
  

 
	
  

 	
 B.

 	
 Except
 as herein modified or amended, the provisions, conditions and terms of the
 Lease shall remain unchanged and in full force and effect.

 
	
  

 	
  

 	
  

 
	
  

 	
 C.

 	
 In
 the case of any inconsistency between the provisions of the Lease and this
 Amendment, the provisions of this Amendment shall govern and control.

 
	
  

 	
  

 	
  

 
	
  

 	
 D.

 	
 Submission
 of this Amendment by Landlord is not an offer to enter into this Amendment
 but rather is a solicitation for such an offer by Tenant. Landlord shall not
 be bound by this Amendment until Landlord has executed and delivered the same
 to Tenant.

 













	
  

 	
  

 	
  

 
	
  

 	
 E.

 	
 The
 capitalized terms used in this Amendment shall have the same definitions as
 set forth in the Lease to the extent that such capitalized terms are defined
 therein and not redefined in this Amendment.

 
	
  

 	
  

 	
  

 
	
  

 	
 F.

 	
 Tenant
 hereby represents to Landlord that Tenant has dealt with no broker in
 connection with this Amendment. Tenant agrees to indemnify and hold Landlord,
 its trustees, members, principals, beneficiaries, partners, officers,
 directors, employees, mortgagee(s) and agents, and the respective principals
 and members of any such agents (collectively, the “Landlord Related Parties”)
 harmless from all claims of any brokers claiming to have represented Tenant
 in connection with this Amendment. Landlord hereby represents to Tenant that
 Landlord has dealt with no broker in connection with this Amendment. Landlord
 agrees to indemnify and hold Tenant, its trustees, members, principals,
 beneficiaries, partners, officers, directors, employees, and agents, and the
 respective principals and members of any such agents (collectively, the
 “Tenant Related Parties”) harmless from all claims of any brokers claiming to
 have represented Landlord in connection with this Amendment.

 
	
  

 	
  

 	
  

 
	
  

 	
 G.

 	
 Each
 signatory of this Amendment represents hereby that he or she has the
 authority to execute and deliver the same on behalf of the party hereto for
 which such signatory is acting.

 









          IN
WITNESS WHEREOF, Landlord and Tenant have duly executed this Amendment as of
the day and year first above written.


	
  

 	
  

 	
  

 	
  

 
	
 WITNESS/ATTEST:

 	
  

 	
 LANDLORD:

 
	
  

 	
  

 	
 RP/SARACEN PROPERTIES, LLC, a Delaware
 limited

 
	
  

 	
  

 	
 liability company

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By:
 /s/ [Illegible]

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Title:

 
	
  

 	
  

 	
  

 
	
 Name
 (print): /s/ Alison Kispert

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	

 


 	
  

 	
  

 	
  

 
	
 Name
 (print): Alison Kispert

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 WITNESS/ATTEST:

 	
  

 	
 TENANT:

 
	
  

 	
  

 	
  

 
	
 By:
 /s/ Matthew T. Kinney

 	
  

 	
 RNK, INC., a Massachusetts corporation

 
	
 Name
 (print): Matthew T. Kinney

 	
  

 	
  

 
	
 By:
 /s/ Leah Williams

 	
  

 	
 By:
 /s/ Richard N. Koch

 
	
 Name
 (print): Leah Williams

 	
  

 	
 Name:
 Richard N. Koch

 
	
  

 	
  

 	
 Title:
 President

 










EXHIBIT A


OUTLINE AND LOCATION OF
EXPANSION SPACE 






EXHIBIT B 


WORK LETTER


This Exhibit is attached to and made a part of the Amendment by and
between RP/SARACEN PROPERTIES, LLC, a Delaware
limited liability company (“Landlord”), and RNK, INC. d/b/a RNK Telecom, a Massachusetts corporation (“Tenant”) for space in the
Building located at 333 Elm Street,
Norfolk Place, Dedham, Massachusetts.


As used in this Work Letter, the
“Premises” shall be deemed to mean the Expansion Space, as defined in the attached Amendment.


	
  

 	
  

 
	
 1.

 	
 Landlord,
 at its sole cost and expense (subject to the terms and provisions of Section
 2 below) shall perform improvements to
 the Premises in accordance with the following work list (the “Worklist”)
 using Building standard methods, materials and finishes. All such work shall be performed in a workmanlike manner. The
 improvements to be performed in accordance
 with the Worklist are hereinafter referred to as the “Landlord Work”.
 Landlord shall enter into a direct contract for
 the Landlord Work with a general contractor selected by Landlord. In
 addition, Landlord shall have the right to select and/or approve of any subcontractors used in connection with the Landlord
 Work.

 


WORK LIST


	
  

 	
  

 	
  

 
	
  

 	
 ______ITEM

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (i)
 Repaint the Expansion Space using Building standard paint;

 
	
  

 	
  

 
	
  

 	
 (ii)

 	
 Recarpet the
 Expansion Space using Building standard carpeting;

 
	
  

 	
  

 
	
  

 	
 (iii)

 	
 Add one (1)
 door in the Expansion Space using Building standard materials;

 
	
  

 	
  

 
	
  

 	
 (iv)

 	
 Clean the
 Expansion Space and windows therein;

 
	
  

 	
  

 
	
  

 	
 (v)

 	
 Repair/replace
 any defective lighting fixtures; and

 
	
  

 	
  

 
	
  

 	
 (vi)

 	
 Repair any
 defects to the walls or floors of the Expansion Space.

 






	
  

 	
  

 
	
 2.

 	
 Landlord
 shall give tenant written notice upon Substantial Completion.

 
	
  

 	
  

 
	
 3.

 	
 All other work and upgrades,
 subject to Landlord’s approval, shall be at Tenant’s sole cost and expense, plus any applicable state sales or
 use tax thereon, payable upon demand as Additional Rent if conducted
 by Landlord. Tenant shall be responsible for any Tenant Delay
 in completion of the Premises resulting from any such other work and upgrades
 requested or performed by Tenant.

 
	
  

 	
  

 
	
 4.

 	
 Landlord’s supervision or
 performance of any work for or on behalf of Tenant, with the exception of work performed by Landlord or its
 contractors, shall not be deemed to be a representation by Landlord that such work complies with applicable
 insurance requirements, building
 codes, ordinances, laws or regulations or that the improvements constructed will be adequate for Tenant’s use.

 
	
  

 	
  

 
	
 5.

 	
 This
 Exhibit shall not be deemed applicable to any additional space added to the
 Original Premises or the Expansion Space at any time or from time
 to time, whether by any options

 













	
  

 	
  

 
	
  

 	
 under the Lease or
 otherwise, or to any portion of the Premises’in the event of a renewal or extension of the original Term of the Lease,
 whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment
 or supplement to the Lease.