Exhibit
10.28


 


Amendment
#1


 


The STANDARD FORM COMMERCIAL
LEASE  (the “Agreement”) dated the 5th
day of February in the year 2008, as between LiveWire Mobile, Inc. of
100 Crossing Boulevard, Framingham, MA 01702 USA (“LESSEE”) and FPK Realty LLC
(the “LESSOR”) of 105 Bartlett Street, Marlborough, MA, is hereby amended (this
“Amendment”) for the promises and mutual covenants herein and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged and accepted by both parties. 
This Amendment is effective as of February 11th, 2008.


 


The following
modifications are made to the Agreement:


 


Section 2.
PREMISES:  The rentable square footage
shall be modified from 25,390 rentable square feet in the original document to
now read 30,000 rentable square feet.


 


Section 4. RENT
shall be deleted in its entirety and replaced with the following language:


 


Section 4.
RENT: During months 1-3 of the lease term, the LESSEE shall not be responsible
for paying fixed rent.  During months 4-15
of the lease term, the LESSEE shall pay to the LESSOR fixed rent in advanced
monthly installments of $29,062.50 (this equates to $15.50 per square foot for
22,500 square feet).  During months 16-27
of the lease term, the LESSEE shall pay to the LESSOR fixed rent in advanced
monthly installments of $32,812.50 (this equates to $15.75 per square foot for
25,000 square feet).  During months 28-39
of the lease term, the LESSEE shall pay to the LESSOR fixed rent in advanced
monthly installments of $40,000 (this equates to $16.00 per rentable square
foot).  During months 40-51 of the lease
term, the LESSEE shall pay to the LESSOR fixed rent in advanced monthly
installments of $40,625.00 (this equates to $16.25 per rentable square
foot).  During months 52-63 of the lease
term, the LESSEE shall pay to the LESSOR fixed rent in advanced monthly
installments of $41,250.00 (this equates to $16.50 per rentable square
foot).  All rent shall be payable without
offset or deduction.


 


All other terms and
conditions in the Agreement shall remain in full force and effect.  In the event of a conflict between the
Agreement and this Amendment, this Amendment shall prevail.


 


The Agreement, including
this Amendment, is the entire understanding between the parties concerning the
subject matter herein, and supersedes, waives, and rescinds all prior written
or oral representations, negotiations, agreements or understandings with
respect thereto.


 


This
Agreement may be executed in multiple counterparts and when the respective
signature pages are attached together, it will be the same as an original
agreement.  The parties also agree that
facsimile signatures will have the same binding force as original signatures.


 


IN WITNESS WHEREOF, the
Company and NMS have caused this Amendment to be executed by their respective
authorized representatives.


 


	
  FPK Realty LLC

  	
   

  	
  NMS COMMUNICATIONS
  CORPORATION

  
	
  (LESSOR)

  	
   

  	
  (LESSEE)

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Fred Daley

  	
   

  	
  By:

  	
  /s/ Joel Hughes

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Fred Daley

  	
   

  	
  Name: Joel Hughes

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  President

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  February 12, 2008

  	
   

  	
  Date: February 11,
  2008