Form of Sublease 04/09/01  (B0191079.DOC;1)









Exhibit

10.47




 




LEASE AMENDMENT AND MODIFICATION AGREEMENT




 




 




                This agreement

made as of October 19th, 2001, between MFIC Corporation (formerly

Microfluidics International Corporation), a Delaware corporation having a usual

place of business at 30 Ossipee Road, Newton, Massachusetts 02464-9101

(“Tenant”), and King Real Estate Corp., Trustee of the 1238 Chestnut Street Trust

under Declaration of Trust dated May 23, 1969, recorded with Middlesex South

Registry of Deeds in Book 11682, Page 384 (“Landlord”).  This Lease Amendment and Modification

Agreement shall be referred to hereinafter as the “Agreement”.




 




 




                WHEREAS, by a lease dated May 23, 1997 Landlord

leased certain space comprised of 15, 400 sq. ft. on the first floor and 16,

200 sq. ft. on the second floor in the building located at 30 Ossipee Road,

Newton, Middlesex, Massachusetts (the “Premises”), to Tenant for an initial

four (4) year term commencing on June 1, 1997 and terminating on May 31, 2001

together with two (2) one-year lease term extension options commencing June 1,

2001 and June 1, 2002, respectively (the “Lease”), and




 




                WHEREAS,

Landlord and Tenant wish to amend and modify the Lease to extend the term of

the Lease at new rental rates, and




 




 




                NOW

THEREFORE, for good and valuable consideration, the adequacy and

delivery of which is hereby acknowledged, and in consideration of the mutual

promises and premises contained herein, it is hereby agreed between the parties

hereto as follows:




 




 




1.               Incorporation of Lease.




Landlord and Tenant agree that except as otherwise expressly modified

by this Agreement, the provisions of the Lease shall remain in full force and

effect. If there are any inconsistencies between the Lease and this Agreement

the terms of this Agreement shall prevail, provided further, that the terms and

conditions of the letter agreement between Landlord and Tenant dated October 2,

2001 shall be deemed incorporated herein and superceded by this Agreement.




 




 




2.               Adjustment of Term.




Section 2. of the Lease is hereby amended to provide that “Subject to

the conditions herein stated, the Tenant shall continue to hold the Premises

through May 31, 2002 under the terms of this Lease and shall thereafter

continue to hold the Premises pursuant to the terms of this Agreement for an

additional term of Four (4) years commencing on June 1, 2002 (the “Term

Commencement Date”) and terminating on May 31, 2006.




 




 





























 




 




3.               Rent.




For the period commencing on and as of June 1, 2002, and continuing

through May 31, 2003 Tenant shall pay to Landlord, as annual base rent (the

“Fixed Rent”) the amount of Two Hundred Sixty Eight Thousand Six Hundred and

No/100 Dollars ($268,600.00) or $8.50 per sq. ft. For the period commencing on

and as of June 1, 2003, and continuing through May 31, 2004 Tenant shall pay to

Landlord, as Fixed Rent the amount of Three Hundred Thousand Two Hundred and

No/100 Dollars ($300,200.00) or $9.50 per sq. ft. For the period commencing on

and as of June 1, 2004, and continuing through May 31, 2005 Tenant shall pay to

Landlord, as Fixed Rent the amount of Three Hundred Sixteen Thousand and No/100

Dollars ($316,200.00) or $10.00 per sq. ft. For the period commencing on and as

of June 1, 2005, and continuing through May 31, 2006 Tenant shall pay to

Landlord, as Fixed Rent the amount of Three Hundred Thirty One Thousand Eight

Hundred and No/100 Dollars ($331,800.00) or $10.50 per sq. ft.




 




 




4.               Option To Extend.




Section 35 of the Lease is hereby modified and amended by replacing the

first paragraph and subsection a. so as to provide that “Tenant shall have two

(2) additional options to extend the Lease in one year increments, provided

that there has been no assignment of this Lease, on the same terms and

conditions provided herein except that:




 




a.                                       For the first one-year extension, at the

option of the Tenant, for the period commencing on and as of June 1, 2006, and

continuing through May 31, 2007 Tenant shall pay to Landlord, as Fixed Rent the

amount of Three Hundred Forty Seven Thousand Six Hundred and No/100 Dollars

($347,600.00) or $11.00 per sq. ft. For the second one-year extension, at the

option of the Tenant, for the period commencing on and as of June 1, 2007, and

continuing through May 31, 2008 Tenant shall pay to Landlord, as Fixed Rent the

amount of Three Hundred Seventy Nine Thousand Two Hundred and No/100 Dollars

($379,200.00) or 12.00 per sq. ft.




 




The remainder of Section 35 shall remain unchanged.




 




 




5.               Broker or Brokers.




Tenant represents and warrants to the Landlord that it has dealt with

no broker or agent in connection with this Agreement and the modification and

amendment of the Lease. Landlord covenants that it shall indemnify and hold

harmless Tenant against and from any damage, loss, claim, liability, or

expense, including without limitation reasonable attorneys’ fees, arising out

of any brokerage fee or commission related to the amendment, modification and

extension of the Lease, unless and except if such liability, or expense was

incurred by Tenant and constitutes a breach of the foregoing representation and

warranty.




 




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6.               Remedial Action to be Performed by Landlord.




Upon the execution hereof the Landlord will, at its own cost and

expense, expeditiously perform the following work:




 




a.  In the

second floor rear space of the Premises at the end of the corridor where the

bathrooms are located (the “Back Space”) the Landlord will replace: (a)

carpeting (at such time as directed by Tenant), (b) ceiling tiles, (d) lighting

fixtures, and (e) perform any necessary painting and repair resulting from

roofing leaks or replacement in order to put this space into tenantable and

rentable condition.




b.  Install

additional fire alarm enunciators “broadcast boxes” as needed or required in

the second floor rear corridor abutting the parking lot deck and in the Back

Space.




 




c.  Install

HVAC duct vent covers or means of regulation in the currently unused Back

Space.




 




d.  Though it

appears that the parking lot and front wall water migration are under control

due to Landlord’s remedial efforts, if the leakage should continue (due to wet

weather, snow or other conditions) and damage the newly installed carpet then

Tenant reserves its rights (i) to be compensated for any resulting loss, and

(ii) to have further remedial action taken by the Landlord to control water

migration and leakage. Also, in the event that drain water again backs up

through the recently installed floor drains in the parking lot side of the

first floor production area abutting the parking lot deck, then Landlord shall

undertake remedial action to effectively correct the problem.




 




 




7.               Base Year for Real Estate Tax Liability




Section 6. of the Lease (TAXES) shall be amended for the period

commencing June 1, 2002 so that the “Base Period” shall be the twelve month

period ending June 30, 2000.




 




 




8.               No Default : Good Standing.




Tenant is not in default of any provisions of the Lease under Section

20 thereof and is in good standing under all terms and conditions of the Lease

as of the date hereof.




 




 




9.               Successors and Assigns.




This Agreement shall be binding upon and inure to the benefit of the

parties hereto and their respective successors, assigns, heirs, and legal

representatives, provided, however, that this provision shall not operate to

permit any subleasing, assignment, mortgage, lien, charge, or other transfer or

encumbrance that is contrary to the provisions of the Lease.




 




 




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10.         Notices.




Section 30 of the Lease is hereby amended to provide

for a new Tenant notice name and addressee as follows




 




	

   


  	

  If to Tenant:


  	

  MFIC Corporation


  	

   


  	

   


  
	

   


  	

   


  	

  30 Ossipee Road


  	

   


  	

   


  
	

   


  	

   


  	

  Newton, MA 02464-9101


  	

   


  	

   


  
	

   


  	

   


  	

  Attn: President


  	

   


  	

   


  





 




 




11.         Lease

Terminology.




Except as otherwise expressly provided in this Agreement, capitalized

terms used but not defined herein shall have the meanings assigned to them in

the Lease.  Captions and headings in

this Agreement are used for convenience of reference only, do not form a part

of this Agreement or the Lease, and shall not affect in any way the meaning or

interpretation of this Agreement or the Lease.




 




 




12.         Invalid

Provisions.




If any provision of this Agreement or the application of such provision

to any party or circumstance, is found by a court of competent jurisdiction to

be invalid or unenforceable, (a) the remainder of this Agreement shall not be

affected and shall remain in full force and effect, (b) such invalid provision

or application shall be deemed to be stricken from this Agreement and (c) the

parties shall use good faith efforts to preserve the intent of this Agreement

by substituting a reasonably comparable provision for the benefit of the party

or parties that the invalid or unenforceable provision was intended to benefit.




 




 




13.         Entire

Agreement.




This Agreement together with the Lease constitutes the entire agreement

between the parties as to the subject matter hereof and supersedes all prior

agreements as the subject matter hereof.




 




 




14.         Governing Law.




This Agreement shall be governed by and construed in accordance with

the laws of the State of Massachusetts.




 




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Witness the execution hereof under seal as of the date first written

above.




 




 




Tenant




 




MFIC Corporation, a Delaware corporation




(Formerly Microfluidics International Corporation)




 




 




	

  By:


  	

   


  
	

  Name:


  	

  Irwin Gruverman


  
	

  Title:


  	

  CEO & Chairman


  





 




 




 




Landlord




 




1238 Chestnut Street Trust




 




By: King Real Estate Corp., Trustee




 




 




	

  By:


  	

   


  
	

   


  	

  John H. Finley III,

  V.P. and Assistant Treasurer


  





 




 




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