EXHIBIT 10.8


AMENDMENT
NO. 3


 


THIS
AMENDMENT TO FACILITIES AND SUPPORT SERVICES AGREEMENT is
effective as of January 1, 2009 between Tecogen Inc., a Delaware
corporation (“Tecogen”), and American DG Energy Inc., a Delaware
corporation (“ADG Energy”).


 


NOW, THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereby
reaffirm all of the provisions of the Facilities and Support Services
Agreement, dated  January 1, 2006
(the “Agreement”), except that the following paragraphs shall be substituted
for the corresponding paragraphs in the Agreement.


 


1.             Office
and Infrastructure


 


Tecogen will provide to
ADG Energy the following office and infrastructure support services for a
period from the date of this Agreement through the Termination Date (as such
term is defined in Section 2 below):


 


(a)           Office Space.
Approximately 2,702 allocated square feet of space in Tecogen’s offices located
at 45 First Avenue, Waltham, Massachusetts 02451 (the “Building”), which
shall include six (6) offices, a shared conference room and manufacturing
space. Tecogen will also provide ADG Energy with water, sewer, electrical,
phones and other utility services, heating, ventilation and air-conditioning,
and cleaning and janitorial services. Tecogen may change the space in the
Building occupied by ADG Energy from time to time during the term of this
Agreement. Tecogen will provide such space and services at a flat rate of
$4,838.00 per month. If additional space is provided, this flat fee will
increase at an annual rate of $17.72 per square foot for any additional office
space and $16.68 per square foot for any additional manufacturing space. Copy
machine usage, office supplies, and shipping, secretarial &
receptionist services, Internet service, telephone support and IT support are
not included in the monthly rate and will be billed separately.


 


(c)           Insurance and Employee
Benefit Plans. To the extent it is able to do under its then current plans
and policies, Tecogen will include ADG Energy as a covered entity under its
liability, property and casualty, workers compensation and other applicable
business insurance policies. Tecogen will allow ADG Energy employees to
participate in Tecogen’s medical and dental insurance plans, and other group
insurance plans for its employees, including life, AD&D, and short and
long-term disability plans. The costs of these insurance programs will be
charged to ADG Energy on an actual cost basis when available, or in the case of
general insurance be allocated to ADG Energy for it’s pro rata share of the
premiums. Management of the plans will be carried out jointly by both companies
and with no charge to each other.


 


(g)           Exclusivity: ADG Energy shall be granted exclusive
representation rights to the Tecogen Cogeneration Product in the New England
States, and Tecogen shall be granted exclusive representation rights to the ADG
Energy Cogeneration Product in California. The relevant portions of Tecogen’s
standard rep agreement shall apply except where in conflict with this
agreement. ADG Energy will be eligible for split commissions for cogeneration
and chiller products as presented in Tecogen’s standard rep agreement.


 


2.             Term


 


The
term of the Agreement, as amended hereby, commenced as of the effective date
for one year, renewable annually upon mutual written agreement.


 


IN
WITNESS WHEREOF, the parties hereto have caused this amendment to be duly
executed and delivered by their proper and duly authorized representatives as
of the day and year first above written.


 


Dated:
January 2, 2009 (but effective as set forth above).


 


	
  TECOGEN
  INC.

  	
   

  	
  AMERICAN
  DG ENERGY INC.

  
	
   

  	
   

  	
   

  
	
  By:
  /s/ Robert A. Panora

  	
   

  	
  By:
  /s/ Barry J. Sanders

  
	
  Title:
  President

  	
   

  	
  Title:
  President