Exhibit 10.28


AMENDMENT TO
NOVEMBER 8, 2000 LEASE


          THIS AMENDMENT (the “Amendment”) is made
and entered into as of the 29TH day of November, 2005, by and between BEDFORD 175 GREAT ROAD, L.L.C., a
Massachusetts corporation
(“Landlord”), and RNK, INC., a Massachusetts corporation (“Tenant”) in order to
amend the Lease between the Landlord
and Tenant dated November 8, 2000, which is hereby incorporated by reference.


RECITALS


	
  

 	
  

 
	
 A.

 	
 Landlord and Tenant are parties to that certain lease commencing on
 March 1, 2001 (the “Lease”). Pursuant to the
 Lease, Landlord has leased to Tenant space currently containing
 9,375 rentable square feet (the “Premises”) on the 2nd floor of
 the building commonly known as 175 Great Road located at 175 Great
 Road, Bedford, Massachusetts (the “Building”).

 
	
  

 	
  

 
	
 B.

 	
 The
 Lease by its terms shall expire on February 28, 2006 (“Prior Termination
 Date”), and the parties desire to extend the term of the
 Lease, all on the following terms and conditions.

 



          NOW,
      THEREFORE, in consideration of the
mutual covenants and agreements herein contained
and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Landlord and Tenant agree as follows:


	
  

 	
  

 	
  

 
	
 I

 	
 Extension. The term of the Lease is
 hereby extended for a period of forty-eight (48) months
 and shall expire on February 28, 2010 (“Extended Termination Date”), unless sooner
 terminated in accordance with the terms of the Lease. That portion of the
 term commencing the day immediately following the Prior
 Termination Date (“Extension Date”) and ending on the
 Extended Termination Date shall be referred to herein as the “Extended Term.”

 
	
  

 	
  

 
	
  

 	
 Renewal. The Tenant, at its sole option, and with no less
 than six (6) months notice to the Landlord, may renew the
 Extended Term of the Lease for an additional thirty-six (36) months
 (“Renewed Extended Term”) at the rate set forth in Section III(B) herein, and
 with no less than six (6) months notice to the Landlord, may renew the
 Renewed Extended Term for an additional thirty-six (36) month period
 thereafter (“Second Renewed Extended Term”) at the rate set forth in
 Section III(B) herein, provided the Tenant is not in default of the
 Lease during the Extended Term or during the Renewed Extended Term.

 
	
  

 	
  

 
	
  

 	
 Basic Rent.

 
	
  

 	
  

 
	
  

 	
 A.

 	
 Through Prior Termination Date. The Basic
 Rent under the Lease for and with respect to the Premises shall
 be payable as provided in the Lease therein through and including the
 Prior Termination Date (i.e., the Basic Rent in respect of the Premises
 through February 28, 2006 shall be at a rental rate of $17,187.50 per calendar
 month.)

 













	
  

 	
  

 	
  

 
	
  

 	
 B.

 	
 From and After Extension Date. As of the Extension Date, the
 schedule of Base
 Rent payable with respect to the Premises during the Extended Term is the following:

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Months of Term

or Period 

 	
  

 	
Annual Rate

Per Square

Foot 

 	
  

 	
Annual

Base Rent 

 	
  

 	
Monthly

Base Rent 

 	
  

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 
	
 March 1, 2006 —

 February 28,

 2010:

 	
  

 	
 $

 	
 17.75

 	
  

 	
  

 	
 166,406.25

 	
  

 	
 $

 	
 13,867.19

 	
  

 
	
 Renewed

 Extended Term:

 March 1, 2010 —

 February 28,

 2013:

 	
  

 	
 $

 	
 18.75

 	
  

 	
 $

 	
 175,781.25

 	
  

 	
 $

 	
 14,648.44

 	
  

 
	
 Second Renewed

 Extended Term:

 March 1, 2013 —

 February 29,

 2016:

 	
  

 	
 $

 	
 19.75

 	
  

 	
 $

 	
 175,781.25

 	
  

 	
 $

 	
 14,648.44

 	
  

 






	
  

 	
  

 	
  

 
	
  

 	
  

 	
 All
 such Basic Rent shall be payable by Tenant in accordance with the terms of Paragraph 6(a)
 of the Lease.

 
	
  

 	
  

 	
  

 
	
 IV.

 	
 Remedies Cumulative. For the
 Extended Term and/or any renewal term entered into thereafter,
 Paragraph 23 of the Lease, which states in part “The specific remedies to which the Landlord may resort
 under the terms of this Lease are cumulative and are not intended to be exclusive of any other remedies or
 means of redress to which the Landlord
 may be lawfully entitled in any provision of this Lease or otherwise. . .,”
 shall be revised to provide the
 Tenant with the same right to resort to any remedies or means of
 redress to which the Tenant might be lawfully entitled. As such, the first
 sentence of Paragraph 23 shall be amended
 as follows: “The specific remedies to which the Landlord and
 Tenant may resort under the terms of this Lease are cumulative and are not intended
 to be exclusive of any other remedies or means of redress to which the Landlord or
 Tenant may be lawfully entitled in any provision of this Lease or otherwise. . . .

 
	
  

 	
  

 
	
 V.

 	
 Cash Portion of the Security Deposit. The Cash Deposit, which is provided for in the Lease
 pursuant to Paragraph 32(b), for the Extended Term shall be in the amount of $13,867.19.
 Pursuant to the Lease, the Tenant previously paid the Landlord a Cash Deposit of
 $17,187.50, which amount is currently maintained in the Landlord’s account and exceeds
 the Cash Deposit required for the Extended Term. The parties agree that the difference
 between the Tenant’s current Cash Deposit and the Cash Deposit required for
 the Extended Term ($3,320.31), shall be applied by the Landlord to the Tenant’s
 first month’s rent, due March 1, 2006, for the Extended Term.

 
	
  

 	
  

 
	
 VI.

 	
 Option to Purchase. In the event that at any time
 during the Extended Term and/or any Renewed Extended Term or Second
 Renewed Extended Term entered into thereafter, the Landlord
 shall receive from any third-party a bona fide offer for the acquisition of the Landlord’s
 interest in the Premises at a price and on terms acceptable to the Landlord,

 



2









	
  

 	
  

 
	
  

 	
 and in the
 event that the 175 Great Road Realty Trust, William J. Martines and Naomi Martines, Trustees (“Ground Owner”), chooses not to
 exercise its Right of First Refusal pursuant
 to Section 23(B) of the “Ground Lease” dated September 15, 1977, within ten
 (10) business days of receiving such offer from the third-party, the Landlord
 shall give written notice of such price
 and terms to Tenant. Upon receipt of such offer, Tenant shall
 have sixty (60) days thereafter in which to execute a written agreement with
 the Landlord for the purchase of the Premises at such price and on such
 terms. If Landlord shall so notify Tenant
 and Tenant shall fail to execute such agreement within the sixty (60)
 day period, Landlord shall thereafter be free to sell the Premises to the
 third-party making the offer on the same terms and conditions as originally
 set forth in such offer. If the Premises
 are sold to the third-party, after the Landlord has provided Tenant with the
 requisite notice of the third-party’s offer, and the Tenant has failed to
 execute a written agreement with
 the Landlord for the Premises within the designated time period, then all rights of the Tenant under this section shall
 terminate at once. If the Premises are not sold to the third-party making the offer, the Landlord shall give the
 Tenant the same right to purchase
 the Premises on receiving any subsequent offer from any other third-party, provided the Ground Owner chooses not to exercise
 its Right of First Refusal as identified herein.

 
	
  

 	
  

 
	
 VII.

 	
 Notices. 

 
	
  

 	
  

 
	
  

 	
 For all
 purposes of the Lease, the notice address for Landlord shall be changed to:

 



Bedford 175 Great Road, L.L.C.

16 Hutchinson Road

Arlington, MA 02474


	
  

 	
  

 	
  

 
	
  

 	
 and the
 notice address for Tenant shall be:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 RNK, Inc. 

 Attn: General Counsel 

 333 Elm Street, Ste. 310 

 Dedham, Massachusetts 02026

 
	
  

 	
  

 	
  

 
	
 VIII.

 	
 Successor in Interest. In
 the event the Premises are sold to a third-party or ownership of the Premises is otherwise transferred to a Successor
 in Interest during the Lease term,
 the Renewed Extended Term, or the Second Renewed Extended Term, resulting in the Landlord relinquishing ownership and/or control
 of the Premises, the Lease and/or Amendment
 will continue in effect as contemplated herein with all of the terms and conditions set forth in the Lease and Amendment in
 full force and effect for the stated Term(s) therein
 regardless of such ownership transfer or sale.

 
	
  

 	
  

 	
  

 
	
 IX.

 	
 Miscellaneous. 

 
	
  

 	
  

 	
  

 
	
  

 	
 A.

 	
 This Amendment and the Lease set
 forth the entire agreement between the parties with respect to the matters set forth herein.
 There have been no additional oral or written
 representations or agreements.

 


3









	
  

 	
  

 	
  

 
	
  

 	
 B.

 	
 Except as
 herein modified or amended, the provisions, conditions and terms of the Lease shall remain unchanged and in full force and
 effect.

 
	
  

 	
  

 	
  

 
	
  

 	
 C.

 	
 In the case
 of any inconsistency between the provisions of the Lease and this Amendment, the provisions of this Amendment shall
 govern and control.

 
	
  

 	
  

 	
  

 
	
  

 	
 D.

 	
 The
 capitalized terms used in this Amendment shall have the same definitions as set forth in the Lease to the extent that such
 capitalized terms are defined therein and
 not redefined in this Amendment.

 
	
  

 	
  

 	
  

 
	
  

 	
 E.

 	
 Tenant
 hereby represents to Landlord that Tenant has dealt with no broker in connection with this Amendment. Tenant agrees to
 indemnify and hold Landlord, its
 trustees, members, principals, beneficiaries, partners, officers, directors, employees,
 mortgagee(s) and agents, and the respective principals and members of any such agents (collectively, the
 “Landlord Related Parties”) harmless from all claims of any brokers
 claiming to have represented Tenant in connection
 with this Amendment. Landlord hereby represents to Tenant that Landlord
 has dealt with no broker in connection with this Amendment. Landlord agrees to indemnify and hold Tenant, its
 trustees, members, principals, beneficiaries, partners, officers, directors,
 employees, and agents, and the respective principals and members of
 any such agents (collectively, the “Tenant Related
 Parties”) harmless from all claims of any brokers claiming to have
 represented Landlord in connection with this Amendment.

 
	
  

 	
  

 	
  

 
	
  

 	
 F.

 	
 Each
 signatory of this Amendment represents hereby that he or she has the authority to execute and deliver the same on behalf of
 the party hereto for which such
 signatory is acting.

 



          This
Amendment will take full force and effect when the premises described herein
are sold and ownership transferred to Bedford 175 Great Road, LLC on November
29, 2005 from 175 Great Road, LLC. If for any reason, this sale and transfer of
ownership does not occur on this
date, this Amendment will have no force and effect nor be binding on the
parties hereto in any way.


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          IN WITNESS WHEREOF, Landlord and Tenant
have duly executed this Amendment as of
the day and year first above written.


LANDLORD:


BEDFORD 175 GREAT ROAD, LLC


By: /s/ Eli Jammal

Name: Eli Jammal


Title: G.M.


TENANT: 


RNK,
          a Massachusetts
corporation 


/s/
Richard N. Koch


Name: Richard N. Koch


Title: President


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