Exhibit 10.2


FIRST AMENDMENT TO
REVOLVING NOTE


 


This First Amendment to
Revolving Note (the “First Amendment”) is made as of this 29th day of March
2005 by and between Citizens Bank of Massachusetts (the “Bank”) having a
principal office located at 28 State Street, Boston, Massachusetts 02108 and
Charles River Associates Incorporated (the “Borrower”), a Massachusetts
corporation having an office at the John Hancock Tower, 200 Clarendon Street,
T-33, Boston, Massachusetts 02116-5092 to that certain Revolving Note dated
January 14, 2004 executed by the Borrower in favor of the Bank (the “Note”).  Any capitalized terms not otherwise defined
herein shall have the same meanings designated in the Note.


 


W I T N E S S E T
H:


 


WHEREAS, the Borrower did on January 14, 2004 execute,
seal and deliver to the Bank the Note; and


 


WHEREAS, the Borrower has requested that the Bank
extend the maturity date of the Note;


 


NOW, THEREFORE, in consideration of the mutual
covenants contained herein and other good and valuable consideration, receipt
of whereof is hereby acknowledged, it is hereby agreed by and between the
Borrower and the Bank as follows:


 


1.                                       The Note is hereby amended by replacing
the maturity date of January 14, 2006 with April 30, 2007.


 


2.                                       The Note, as amended hereby, shall remain
in full force and effect and all terms hereof are hereby ratified and confirmed
by the Borrower.  Except for specifically
provided herein, all other terms and conditions of the Note shall remain in
full force and effect.


 


3.                                       The Borrower by its execution of this
First Amendment in the space provided below, represents, warrants and agrees
that the Borrower has no claims, defenses, counterclaims or offsets against the
Bank in connection with the Note or any of the other documents executed in
connection therewith and, to the extent that any such claim, defense,
counterclaim or offset may exist, the Borrower by its execution of this First
Amendment in the space provided below, hereby affirmatively WAIVES and RELEASES
the Bank from same.


 


4.                                       This First Amendment shall take effect as
a sealed instrument under the laws of the Commonwealth of Massachusetts as of
the date first above written.


 


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5.                                       Any and all references to the Note and
any instrument previously and now hereafter executed by the Borrower shall be
deemed to refer to the Note as amended by this First Amendment and any future
amendments hereafter entered into between the Borrower and the Bank.


 


IN WITNESS WHEREOF, the parties hereto have executed
this Amendment as of the date and year first above written as a sealed
instrument.


 


 


	
  WITNESS:

  	
   

  	
  Charles River Associates Incorporated

  
	
   

  	
   

  	
   

  
	
   /s/ James
  Spelfogel

  	
   

  	
  By:

  	
  /s/ J. Phillip Cooper

  
	
   

  	
   

  	
   

  	
  Executive Vice President, Chief

  
	
   

  	
   

  	
   

  	
  Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CITIZENS BANK OF MASSACHUSSETTS

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Michael McAuliffe

  
	
   

  	
   

  	
   

  	
  Senior Vice President

  



 


 


 


 


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