Exhibit
10.(c)(xxviii)


THIRD
AMENDMENT TO LEASE


This THIRD
AMENDMENT TO LEASE (this “Third  Amendment”) is made as of the 1st day of January, 2007 (the “Effective Date”) by and between DIRECT INVEST – 829 MIDDLESEX, LLC; DIRECT INVEST – 829 MIDDLESEX 1,
LLC; DIRECT INVEST – 829 MIDDLESEX 2, LLC; DIRECT INVEST – 829 MIDDLESEX 3,
LLC; DIRECT INVEST – 829 MIDDLESEX 4, LLC; DIRECT INVEST – 829 MIDDLESEX 5,
LLC; DIRECT INVEST – 829 MIDDLESEX 6, LLC; DIRECT INVEST – 829 MIDDLESEX 7,
LLC; DIRECT INVEST – 829 MIDDLESEX 8, LLC; DIRECT INVEST – 829 MIDDLESEX 9,
LLC; DIRECT INVEST – 829 MIDDLESEX 10, LLC; DIRECT INVEST – 829 MIDDLESEX 11,
LLC; DIRECT INVEST – 829 MIDDLESEX 12, LLC; DIRECT INVEST – 829 MIDDLESEX 13,
LLC; DIRECT INVEST – 829 MIDDLESEX 14, LLC; DIRECT INVEST – 829 MIDDLESEX 15,
LLC; DIRECT INVEST – 829 MIDDLESEX 16, LLC; DIRECT INVEST – 829 MIDDLESEX 17,
LLC; and DIRECT INVEST – 829 MIDDLESEX 18, LLC as successor in interest to
Middlesex Development Limited Partnership (“Landlord”), and AMERICAN SCIENCE AND ENGINEERING, INC., (“Tenant”).


R E C I T A L S


A.            The Landlord and
Tenant entered into that certain Lease dated January 12, 1995, as amended by
that certain First Amendment dated June 11, 1997 and that certain Second
Amendment to Lease dated December 3, 2004 (the “Original
Lease”), of certain premises consisting of approximately 166,374
rentable square feet of space (the “Original  Premises”) within the building located at
829 Middlesex Turnpike, Billerica, Massachusetts (the “Building”), for a Term that is scheduled to
expire on February 29, 2016, as more particularly described in the Original
Lease.


B.            Landlord and Tenant
wish to amend the Original Lease to (i) expand the Premises by the addition of
approximately 19,826 rentable square feet of space as shown on Exhibit A (the “Expansion Premises”); and (ii) amend certain other terms of
the Original Lease.


NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which are
hereby mutually acknowledged, Landlord and Tenant agree as follows:


1.             ­Recitals;
Capitalized Terms.  All of the
foregoing recitals are true and correct. Unless otherwise defined herein, all
capitalized terms used in this Third Amendment shall have the meanings ascribed
to them in the Original Lease, and all references in the Original Lease to the “Lease”
or “this Lease” or “herein” or “hereunder” or similar terms or to any section
thereof shall mean the Original Lease, or such section thereof, as amended by
this Third Amendment.  The Original
Lease, as amended by this Third Amendment, is hereinafter referred to as the “Lease.” 


2.             Expansion of
Premises.


(a)           Landlord
hereby leases to Tenant and Tenant hereby leases from Landlord, subject to the
terms, covenants, conditions and provisions of the Lease, the Expansion 



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Premises for a
term commencing on January 1, 2007 (the “Expansion
Premises Commencement Date”) and expiring on February 29, 2016,
subject to extension pursuant to any options to extend the Term of the Lease
expressly set forth in the Original Lease. 
The Expansion Premises are being leased in their present condition, as
is, without representation or warranty by Landlord.  Commencing on the Expansion Premises
Commencement Date, the Premises under the Lease shall mean and refer to the
Original Premises and the Expansion Premises.


3.             Fixed Rent.  Commencing on the Expansion Premises
Commencement Date, in addition to the Fixed Rent payable with respect to the
Original Premises, Tenant shall pay Fixed Rent to Landlord for the Expansion
Premises, at the times and in the manner set forth in the Original Lease, in
the following amounts:


	
  Lease Year

  	
   

  	
  Fixed Rent per RSF

  	
   

  	
  Fixed Rent per

   Month

  	
   

  	
  Fixed Rent per Year

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  January 1, 2007 –
  December 31, 2009

  	
   

  	
  $

  	
  8.75

  	
   

  	
  $

  	
  14,456.46

  	
   

  	
  $

  	
  173,477.50

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  January 1, 2010 –
  December 31, 2012

  	
   

  	
  $

  	
  9.25

  	
   

  	
  $

  	
  15,282.54

  	
   

  	
  $

  	
  183,390.50

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  January 1, 2013 –
  February 29, 2016

  	
   

  	
  $

  	
  9.50

  	
   

  	
  $

  	
  15,695.58

  	
   

  	
  $

  	
  188,347.00

  	
   

  



 


4.             Tenant’s
Percentage.  Commencing on the
Expansion Premises Commencement Date, “Tenant’s Percentage” shall be 100% for
all purposes under the Lease.


5.             Tenant’s
Improvement Allowance.


(a)           Provided
that Tenant is not then in default under the Lease, Landlord agrees to pay
Tenant, within thirty (30) business days after the date of this Third Amendment
first set forth above, an improvement allowance of $366,781.00 (“Improvement Allowance”) for use in
preparing the Expansion Space for its use and occupancy (the “Expansion Premises Work”).  In the event that Landlord shall default in
the foregoing obligation to pay the Improvement Allowance and such default
shall continue for more than thirty (30) days after written notice from Tenant
of such default, Tenant shall have the right to offset such amounts against the
next due payments of Fixed Rent and Additional Rent under the Lease up to the
total amount of the Improvement Allowance. 
The Expansion Premises Work shall be subject to, and performed in
accordance with, Section 6.2.5 of the Lease, except that Landlord shall not
require Tenant to obtain a bond in connection with the Expansion Premises
Work.  Tenant shall deliver to Landlord
architectural plans showing that the Expansion Premises Work shall consist of
at least ten percent (10%) office space. 
Tenant shall substantially complete the Expansion Premises Work on or before
June 30, 2008.  Upon substantial
completion of the Expansion Premises Work, Tenant shall deliver to Landlord,
(i) copies of final lien waivers for Tenant’s contractors; (ii) a certificate
of occupancy for the Expansion Premises, (iii) a certificate signed by the 



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Tenant’s
architect certifying that the Expansion Premises Work has been completed
substantially in accordance with the approved plans, and (iv) delivery of
as-built plans of the Expansion Premises Work. 
Notwithstanding anything to the contrary contained herein, if the first
mortgagee of the Premises does not consent to an initial payment of the
Improvement Allowance, Landlord’s obligation to make such funds available shall
be subject to delivery of the items set forth in clauses (i) through (iv)
above, as well as any satisfaction by Tenant of any other requirement of such
mortgagee to the release of the Improvement Allowance.


(b)           In
addition to improvements to the Expansion Space, Tenant agrees that it shall
install exterior doors on or before June 30, 2008 at its sole cost and
expense.  Tenant agrees that
notwithstanding anything to the contrary contained in the Original Lease
Landlord shall have no obligation to Tenant to perform the foregoing door work
or to (i) paint the Building exterior; or (ii) construct or install exterior
signage, including, without limitation, a new monument sign.


6.             Parking and
Loading Dock.  Subject to the terms
and conditions of the Lease,  Tenant
shall have the exclusive right to park in the parking areas of the property and
shall also have the exclusive right to use the existing loading docks for the
Building.


7.             Brokerage.   Landlord and Tenant each represent and
warrant to the other that they have not directly or indirectly dealt with any
broker with respect to this Third Amendment except for The Codman Company and
The Staubach Company.  Landlord agrees
that it shall be responsible for payment of brokerage fees pursuant to a
separate agreement.  Each party agrees to
exonerate and save harmless and indemnify the other against any claims for a
commission by any broker, person or firm (other than The Codman Company and The
Staubach Company) with whom such party has dealt in connection with the
execution and delivery of this Third Amendment or arising out of negotiations
between Landlord and Tenant with respect to the Premises.


8.             ­Ratification.  Except as expressly modified by this Third
Amendment, the Lease shall remain in full force and effect, and as further
modified by this Third Amendment, is expressly ratified and confirmed by the
parties hereto.  This Third Amendment
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns, subject to the provisions of the Lease regarding
assignment and subletting.


9.             ­Governing Law;
Interpretation and Partial Invalidity. 
This Third Amendment shall be governed and construed in accordance with
the laws of the Commonwealth of Massachusetts. 
If any term of this Third Amendment, or the application thereof to any
person or circumstances, shall to any extent be invalid or unenforceable, the
remainder of this Third Amendment, or the application of such term to persons
or circumstances other than those as to which it is invalid or unenforceable,
shall not be affected thereby, and each term of this Third Amendment shall be
valid and enforceable to the fullest extent permitted by law.  The titles for the paragraphs are for
convenience only and are not to be considered in construing this Third Amendment.  This Third Amendment contains all of the
agreements of the parties with respect to the subject matter hereof, and
supersedes all prior dealings between them with respect to such subject
matter.  No delay or omission on the part
of either party to this Third Amendment in requiring performance by the other
party or exercising any right hereunder shall operate as a 



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waiver of any provision hereof or any rights
hereunder, and no waiver, omission or delay in requiring performance or
exercising any right hereunder on any one occasion shall be construed as a bar
to or waiver of such performance or right on any future occasion.


10.           ­Binding Agreement.  This document shall become effective and
binding only upon the execution and delivery of this Third Amendment by both
Landlord and Tenant and the parties obtaining the written consent to this Third
Amendment from the current first mortgagee of the property.  In the event that the consent of such
mortgagee has not been obtained within thirty (30) business days from the date
of this Third Amendment first set forth above, this Third Amendment shall be
deemed null and void and of no further force or effect.


11.           Counterparts and
Authority. This Third Amendment may be executed in multiple counterparts,
each of which shall be deemed an original and all of which together shall
constitute one and the same document. 
Landlord and Tenant each warrant to the other that the person or persons
executing this Third Amendment on its behalf has or have authority to do so and
that such execution has fully obligated and bound such party to all terms and
provisions of this Third Amendment.


[Remainder of Page
Intentionally Blank]



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IN WITNESS
WHEREOF, the undersigned executed this Third Amendment as of the date and year
first written above.


 


	
  LANDLORD:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  DIRECT INVEST PROPERTY
  MANAGEMENT, L.L.C.,

  
	
  a Delaware limited
  liability company, as authorized agent of Landlord

  
	
   

  
	
   

  	
  By:

  	
  Direct Invest, L.L.C., a Delaware limited liability company, its
  Sole Member

  
	
   

  
	
   

  	
  By:

  	
  NPV DI, L.L.C., a Delaware limited liability company, its
  Managing Member

  
	
   

  
	
   

  	
  BY:

  	
   

  	
  /s/ William F. Randz

  	
   

  	
   

  
	
   

  	
   

  	
  Name:  William
  F. Randz

  
	
   

  	
   

  	
  Title:    Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TENANT:

  
	
   

  
	
  AMERICAN SCIENCE AND
  ENGINEERING, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
   

  	
  /s/ Kenneth Galaznik
  CFO

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:  Kenneth
  Galaznik

  
	
   

  	
   

  	
  Title:    CFO

  
															



 



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EXHIBIT A


Plan of
Expansion Premises



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