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   Tenant no later thanMay 31, 2009, to reduce the Extended Term to a period of six (6) months, in which eventthe Lease shall terminate on December 31, 2009. 3. Section 3, Term, of the Original Lease is amended to add the followingnew paragraph to Section 3.1.1:“Provided Landlord has not exercised its right to reduce the Extended Term tosix (6) months (as described in paragraph 2 above) nor have a prospect for thePremises, Tenant shall have the right to provide Landlord with a minimum ofninety (90) days prior written notice of its desire to remain in occupancy ofthe Premises beyond the termination date of March 31, 2010. During the sixty(60) day period following the Landlord’s receipt of such written notice fromTenant, the parties shall endeavor to reach an agreement on the terms andconditions under which the Landlord would be willing to further extend the Termof the Lease. If, using commercially reasonable efforts, an agreement is notreached during such 60-day period, then the Lease shall terminate upon the datedefined herein and be of no further force or effect, unless the partiesotherwise agree in writing.” 4. Section 3.3, Holdover, of the Original Lease is hereby deleted in itsentirety and replaced with the following:“Tenant shall have no right to occupy the Premises beyond the expiration dateof the Extended Term without the express written consent of Landlord. ShouldTenant continue to occupy the Premises beyond the expiration of the ExtendedTerm without the express written consent of the Landlord, Tenant shall beobligated to pay monthly rent at 150% of the then current Base Rent being paidby Tenant immediately prior to the commencement of the hold over (foravoidance of doubt, Base Rent would then be $52,312.50 per month). Landlordretains all its rights and remedies under the Original Lease and under Law toprosecute Tenant for its unlawful holding over. Notwithstanding the above, inno event shall Holdover, whether with or without consent of Landlord, exceed aperiod of sixty (60) days beyond the expiration of the Extended Term. In theevent of Holdover by the Tenant, Landlord shall have the right to demandTenant vacate the Premises within thirty (30) days after receipt of writtennotice by Landlord.” 5. Section 4, Base Rent, of the Original Lease shall reflect thatmonthly Base Rent amount during the approved Extended Term shall be at the then currentrate being paid by Tenant immediately prior to the commencement of the Extended Term.  6. The terms and provisions of this Amendment shall modify and supersede allinconsistent terms and provisions of the Original Lease and shall not be deemed to be aconsent to the 
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   modification or waiver of any other term or condition of the OriginalLease. Except as amended hereby, all other terms and conditions of the Original Leaseshall remain unchanged and in full force and effect. Each capitalized term used as a defined term in this Amendmentbut not otherwise defined in this Amendment shall have the same meaning ascribed to suchterm in the Original Lease. 7. The Lease sets forth the entire agreement between the parties with respect tothe matters set forth herein. There have been no additional oral or writtenrepresentations or agreements. This Amendment shall not be deemed to grant any rightto Tenant to further extend the Original Lease, except as otherwise set forth therein  8. This Amendment be executed in any number of counterparts, and by each of theparties on separate counterparts, each of which, when so executed, shall be deemed anoriginal, but all of which shall constitute but one and the same instrument.BALANCE OF PAGE INTENTIONALLY LEFT BLANK**[SIGNATURE PAGE TO FOLLOW]**
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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment of Lease to be duly executedthe day and year first above written.       Attest:   REGIONAL INDUSTRIAL DEVELOPMENT