|                                | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|--------------------------------|--------|--------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
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|                                | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
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|                                | 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.                                                                                                                                                                                                                                                |
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|                                | 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). |
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|                                | 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.                                                                                                                                                                                                                                                                                                                                                                                                                    |

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

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