Exhibit
10.21


 


FIRST
AMENDMENT TO LEASE AGREEMENT


 


This First Amendment to Lease Agreement (this
“Amendment”) is entered into as of the 27th day of September, 2002,
by and between CRANBERRY 200 VENTURE, L.P., a Pennsylvania limited partnership,
having its principal office at Suite 1410, USX Tower, Pittsburgh, PA 15219
(hereinafter called “Lessor”) and
NOMOS CORPORATION, a Delaware Corporation whose principle office is 2591
Wexford Bayne Road, Sewickley, PA. (hereinafter called “Lessee”).


 


WHEREAS, Lessor and
Lessee are parties to that certain Lease Agreement, dated August 22, 2002
(the “Lease”), pursuant to which Lessee
leases from Lessor 33,214 square feet of space in 200 Cranberry Business Park,
situate 200 West Kensinger Drive, Cranberry Township, Butler County,
Pennsylvania, as more particularly described in the Lease (the “Building”).


 


WHEREAS, Lessor and
Lessee desire to amend certain provisions of the Lease to expand Lessee’s
facility.


 


NOW, THEREFORE, in
consideration of the covenants set forth in the Lease, and other good and
valuable consideration, the parties hereto, intending to be legally bound
hereby, agree as follows:


 


1.                                       Section 2
shall be amended, in pertinent part, to increase the size of the Premises from
33,214 square feet to 34,859 square feet designated as suite number 100 (the “Revised
Premises”), as further detailed on Exhibit A-2 Revision 1, attached
hereto and made part hereof.


 


2.                                       Section 4(a)
shall be amended, in pertinent part, to provide for the increase monthly base
rent pursuant to the following schedule:


 


	
  Period

  	
   

  	
  Annual Base Rent Per

  SF

  	
   

  	
  Monthly Base Rent

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  January 1,
  2003 – February 28, 2003

  	
   

  	
  $0.00 per
  square foot

  	
   

  	
  $

  	
  0

  	
   

  
	
  March 1,
  2003 – August 31, 2005

  	
   

  	
  $13.35 per
  square foot

  	
   

  	
  $

  	
  38,780.64

  	
   

  
	
  September 1,
  2005 – February 28, 2008

  	
   

  	
  $14.00 per
  square foot

  	
   

  	
  $

  	
  40,668.83

  	
   

  
	
  March 1,
  2008 – February 28, 2013

  	
   

  	
  $15.00 per
  square foot

  	
   

  	
  $

  	
  43,573.75

  	
   

  



 


3.                                       Section 4
(c) shall be amended, in pertinent part, to increase the security deposit from
thirty-six thousand nine hundred-fifty and 57/100 dollars ($36,950.57) to
thirty-eight thousand seven hundred-eighty and 64/100 dollars ($38,780.64).


 


4.                                       The
last sentence of the first paragraph in Section 6 (b) of the Lease is
hereby amended and restated in its entirety as follows:


 


Notwithstanding anything contained in this Section 6
(b) to the contrary, Lessee’s total costs for Taxes and Operating Expense
payments for the calendar year 2003 shall not exceed the aggregate of
ninety-six thousand, nine hundred, ninety-five and 15/100 dollars ($96,995.12).


 





















 


5.                                       The
second paragraph of Section 6 (b) is hereby amended and restated in its
entirety as follows:


 


Until further notice from Lessor, Lessee’s
monthly installment on account of its Tax and Operating Expense Payment for the
calendar year in which the term of this Lease commences is estimated to be
three thousand, six hundred, thiry-one and 14/100 dollars ($3,631.14) for taxes
and five thousand, six hundred, six and 49/100 ($5,606.49) for Operating
Expenses.


 


6.                                       Section 6
(c) of the Lease is hereby amended and restated its entirety as follows:


 


“Lessee’s proportionate share” shall mean the
ratio of Lessee’s rental area (34,859 SF) to the total amount of rentable area
available in the Building (53,650 SF), whether occupied or not, and such percentage
as of the date of execution of this Amendment is sixty-four and 97/100 percent
(64.97%).


 


7.                                       Section 39
of the Lease is hereby amended to provide for the adjusted termination fee
based on Exhibit F, Revision 1, attached hereto and made a part hereof..


 


8.                                       Section 40
of the Lease shall be amended of reflect a revised Exhibit A-4, Revision 1,
attached hereto and made a part hereof.


 


9.                                       Section 2
of Exhibit B-Work Letter is amended to add an allowance for the Revised
Premises as follows:


 


Lessor will provide Lessee an additional
allowance for $46,060.00 to construct Tenant Improvements in its Revised
Premises. In the event the allowance of $46,060.00 is not used in its entirety,
Lessee may credit such remaining unused allowance against Lessee’s obligation
to reimburse Lessor $61,715.00 for Lessee’s contribution for the work
identified on Exhibit I to Exhibit B - Work Letter.


 


10.                                 Except
as specifically amended by this Amendment, the terms and conditions of the Lease
shall remain in full force and affect.


 


[SIGNATURE PAGE FOLLOWS]


 





















 


IN WITNESS WHEREOF the parties have set their
hands and seals as of the date first above written.


 


	
   

  	
  LESSOR: CRANBERRY 200 VENTURE, L.P.

  
	
   

  	
  By its
  General Partner, CBP 200, L.P.

  
	
   

  	
   

  	
  By its General Partner, CBP 200, Inc.

  
	
  ATTEST:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ [ILLEGIBLE]

  	
   

  	
   

  	
  By:

  	
  /s/ Richard
  Donley

  	
   

  
	
   

  	
   

  	
   

  	
  Richard
  Donley

  
	
   

  	
   

  	
   

  	
  President

  
						



 


 


	
  ATTEST:

  	
  LESSEE: NOMOS Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ [ILLEGIBLE]

  	
   

  	
   

  	
  By:

  	
  /s/ David J Haffner

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  CFO