**EXHIBIT 10.7**

**AMENDMENTNO. 2**

 

**THISAMENDMENT TO FACILITIES AND SUPPORT SERVICES AGREEMENT** iseffective as of May 15, 2008 between Tecogen Inc., a Delaware corporation(“Tecogen”), and American DG Energy Inc., a Delaware corporation (“ADGEnergy”).

 

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

 

**1.****             Officeand Infrastructure**

 

Tecogen will provide toADG Energy the following office and infrastructure support services for aperiod from the date of this Agreement through the Termination Date (as suchterm is defined in Section 2 below):

 

**(a)****           OfficeSpace.** Approximately 1,872 allocated square feet of space in Tecogen’soffices located at 45 First Avenue, Waltham, Massachusetts 02451 (the “Building”),which shall include three (3) offices and a shared conference room.Tecogen will also provide ADG Energy with water, sewer, electrical, phones andother utility services, heating, ventilation and air-conditioning, and cleaningand janitorial services. Tecogen may change the space in the Building occupiedby ADG Energy from time to time during the term of this Agreement. Tecogen willprovide such space and services at a flat rate of $2,780.00 per month. Ifadditional space is provided, this flat fee will increase at an annual rate of$15.93 per square foot for any additional office space and $12.96 per squarefoot for any additional manufacturing space. Copy machine usage, officesupplies, postage and shipping, secretarial & receptionist services,Internet service, telephone support and IT support are not included in themonthly rate and will be billed separately.

 

**(c)****           Insurance and EmployeeBenefit Plans.** To the extent it is able to do under its then current plansand policies, Tecogen will include ADG Energy as a covered entity under itsliability, property and casualty, workers compensation and other applicablebusiness insurance policies. Tecogen will allow ADG Energy employees toparticipate in Tecogen’s medical and dental insurance plans, and other group insuranceplans for its employees, including life, AD&D, and short and long-termdisability plans. The costs of these insurance programs will be charged to ADGEnergy on an actual cost basis when available, or in the case of generalinsurance 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 withno charge to each other.

 

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

 

**2.****            ****Term**

 

The term of the Agreement, asamended hereby, commenced as of the effective date for one year, renewableannually upon mutual written agreement.

 

INWITNESS WHEREOF, the parties hereto have caused this amendment to be dulyexecuted and delivered by their proper and duly authorized representatives asof the day and year first above written.

 

Dated:May 15, 2008 (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         |

 

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