exhibit10-165.htm


    Exhibit 10.165


     

    FIFTH AMENDMENT OF LEASE

     

         This agreement is made as of this
31st day of March, 2009 by and
between Kingfisher, LLC, (hereinafter the “Landlord”) and Mechanical Technology
Incorporated (hereinafter the “Tenant”).

     

    PRELIMINARY STATEMENT 

     

         The Landlord and Tenant entered into a lease (The “Lease”) dated April 2,
2001, and amended by First Amendment to Lease dated March 13, 2005, Second
Amendment to Lease dated December 12, 2005, Third Amendment to Lease dated
August 7, 2006, Fourth Amendment to Lease dated August 6, 2007, for certain
Premises at 431 New Karner Road, Albany, New York, consisting of 23,511 Net
Usable Square Feet. 

     

         Accordingly, the parties agree to amend
and modify the Lease as hereinafter set forth: 

     

    
      	
            	1.	
            	Effective January 1, 209, the 23,511 Net
      Usable Square Feet in Section 1.01 of the Lease, as modified by First
      Amendment to Lease, shall be reduced by 3,511 square feet to 20,000 Net
      Useable Square Feet.
	      	 
	
            	2.	
            	Effective upon the execution of this
      Fifth Amendment to Lease, Tenant releases back to Landlord 3,511 square
      feet as shown in the Fifth Amendment to Lease Exhibit I – Revised Floor
      Plan.
	
            	 
	
            	3.	      	Effective January 1, 2009, the Base Rent
      as per Section 3.02 of the Lease is modified to reflect the Tenant’s
      reduction in demised square footage as follows. The Tenant will pay the
      sum of 1)$17,500 in monthly payments for the Tenant’s occupied area of
      20,000 square feet; and 2) $1,536 in monthly payments until December 31,
      2009 as a penalty for the early surrender of the 3,511 square feet
      released to the Landlord.
	
            	 
	
            	4.	
            	In the event MTI Micros does not remain
      in their demised space (as defined in the attached Fifth Amendment to
      Lease Exhibit I – Revised Floor Plan) and pay the rent that is due and
      payable through December 31, 2011, the Tenant will be required to pay the
      landlord a penalty of $18,432.75. This obligation will survive past the
      current expiration of the Lease. The penalty amount will be respectively
      reduced by any base rent the landlord may collect on any portion of the
      3,511 square feet area being released by the Tenant from the execution of
      this amendment through December 31, 2009 (excluding the rent Tenant is
      paying defined in paragraph 3).
	
            	 
	
            	5.	
            	Common Area Costs: The numerator of
      paragraph two of Section 8.09 that was modified to 13,511 in the First
      Amendment to Lease will be modified to the sum of 20,000 plus any vacant
      square footage of the space Tenant has released in paragraph 2 of this
      Fifth Amendment to Lease.


    

     

    Except
as modified hereby, all terms and conditions of the Lease are hereby ratified
and confirmed by the parties hereto. 

     

         IN WITNESS WHEREOF Landlord and Tenant have signed and sealed
this Modification to Lease as of the day and year first above written.


     

    
      	Landlord:
	KINGFISHER, LLC
	  
	By: Edward L. Hoe, Jr., Member Manager
	  
	Tenant:
	MECHANICAL TECHNOLOGY,
      INCORPORATED
	  
	By: Peng K. Lim, Chief Executive
Officer