**Exhibit10.21**

 

**FIRSTAMENDMENT TO LEASE AGREEMENT**

 

This First Amendment to Lease Agreement (this“Amendment”) is entered into as of the 27th day of September, 2002,by and between CRANBERRY 200 VENTURE, L.P., a Pennsylvania limited partnership,having its principal office at Suite 1410, USX Tower, Pittsburgh, PA 15219(hereinafter called **“Lessor”**) andNOMOS CORPORATION, a Delaware Corporation whose principle office is 2591Wexford Bayne Road, Sewickley, PA. (hereinafter called **“Lessee”**).

 

**WHEREAS**, Lessor andLessee are parties to that certain Lease Agreement, dated August 22, 2002(the **“Lease”**), pursuant to which Lesseeleases from Lessor 33,214 square feet of space in 200 Cranberry Business Park,situate 200 West Kensinger Drive, Cranberry Township, Butler County,Pennsylvania, as more particularly described in the Lease (the **“Building”**).

 

**WHEREAS**, Lessor andLessee desire to amend certain provisions of the Lease to expand Lessee’sfacility.

 

**NOW, THEREFORE**, inconsideration of the covenants set forth in the Lease, and other good andvaluable consideration, the parties hereto, intending to be legally boundhereby, agree as follows:

 

1.                                       Section 2shall be amended, in pertinent part, to increase the size of the Premises from33,214 square feet to 34,859 square feet designated as suite number 100 (the “RevisedPremises”), as further detailed on Exhibit A-2 Revision 1, attachedhereto and made part hereof.

 

2.                                       Section 4(a)shall be amended, in pertinent part, to provide for the increase monthly baserent pursuant to the following schedule:

 
| **Period**                                            | ** ** | **Annual Base Rent Per  SF** | ** ** | **Monthly Base Rent** | ** ** |
|-------------------------------------------------------|------------|------------------------------|------------|-----------------------|------------|
| ** **                                            | ** ** | ** **                   | ** ** | ** **            | ** ** |
| January 1,  2003 – February 28, 2003   |       | $0.00 per  square foot       |       | $                     | 0          |   |
| March 1,  2003 – August 31, 2005       |       | $13.35 per  square foot      |       | $                     | 38,780.64  |   |
| September 1,  2005 – February 28, 2008 |       | $14.00 per  square foot      |       | $                     | 40,668.83  |   |
| March 1,  2008 – February 28, 2013     |       | $15.00 per  square foot      |       | $                     | 43,573.75  |   |

 

3.                                       Section 4(c) shall be amended, in pertinent part, to increase the security deposit fromthirty-six thousand nine hundred-fifty and 57/100 dollars ($36,950.57) tothirty-eight thousand seven hundred-eighty and 64/100 dollars ($38,780.64).

 

4.                                       Thelast sentence of the first paragraph in Section 6 (b) of the Lease ishereby amended and restated in its entirety as follows:

 

Notwithstanding anything contained in this Section 6(b) to the contrary, Lessee’s total costs for Taxes and Operating Expensepayments for the calendar year 2003 shall not exceed the aggregate ofninety-six thousand, nine hundred, ninety-five and 15/100 dollars ($96,995.12).

 

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5.                                       Thesecond paragraph of Section 6 (b) is hereby amended and restated in itsentirety as follows:

 

Until further notice from Lessor, Lessee’smonthly installment on account of its Tax and Operating Expense Payment for thecalendar year in which the term of this Lease commences is estimated to bethree thousand, six hundred, thiry-one and 14/100 dollars ($3,631.14) for taxesand five thousand, six hundred, six and 49/100 ($5,606.49) for OperatingExpenses.

 

6.                                       Section 6(c) of the Lease is hereby amended and restated its entirety as follows:

 

“Lessee’s proportionate share” shall mean theratio of Lessee’s rental area (34,859 SF) to the total amount of rentable areaavailable in the Building (53,650 SF), whether occupied or not, and such percentageas of the date of execution of this Amendment is sixty-four and 97/100 percent(64.97%).

 

7.                                       Section 39of the Lease is hereby amended to provide for the adjusted termination feebased on Exhibit F, Revision 1, attached hereto and made a part hereof..

 

8.                                       Section 40of the Lease shall be amended of reflect a revised Exhibit A-4, Revision 1,attached hereto and made a part hereof.

 

9.                                       Section 2of Exhibit B-Work Letter is amended to add an allowance for the RevisedPremises as follows:

 

Lessor will provide Lessee an additionalallowance for $46,060.00 to construct Tenant Improvements in its RevisedPremises. In the event the allowance of $46,060.00 is not used in its entirety,Lessee may credit such remaining unused allowance against Lessee’s obligationto reimburse Lessor $61,715.00 for Lessee’s contribution for the workidentified on Exhibit I to Exhibit B - Work Letter.

 

10.                                 Exceptas specifically amended by this Amendment, the terms and conditions of the Leaseshall remain in full force and affect.

 

[SIGNATURE PAGE FOLLOWS]

 

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IN WITNESS WHEREOF the parties have set theirhands and seals as of the date first above written.

 
|            | LESSOR: CRANBERRY 200 VENTURE, L.P.    |
|-----------------|----------------------------------------|
|            | By its  General Partner, CBP 200, L.P. |
|            |                                   | By its General Partner, CBP 200, Inc. |
| ATTEST:         |                                   |   |
|            |                                   |   |
| /s/ [ILLEGIBLE] |                                   |   | By: | /s/ Richard  Donley |   |
|            |                                   |   | Richard  Donley |
|            |                                   |   | President |
|                 |                                        |  |  |  |  |

 

 
| ATTEST:         | LESSEE: NOMOS Corporation |
|-----------------|---------------------------|
|            |                      |
|            |                      |
| /s/ [ILLEGIBLE] |                      |   | By: | /s/ David J Haffner |   |
|            |                      |   |   |   |   |
|            |                      | Title: | CFO |   |

 

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