Exhibit 10.1


FIRST AMENDMENT TO LEASE
AGREEMENT


THIS FIRST AMENDMENT TO LEASE AGREEMENT (“Amendment”) is hereby made and
entered into as of August 7, 2006 by and between KDC-CAROLINA INVESTMENTS 3,
LP, a Delaware limited partnership (“Landlord”),
and 3D SYSTEMS CORPORATION, a Delaware corporation (“Tenant”), effective as of the 15th day of June, 2006.


R E C I T A L S:


WHEREAS, Landlord and Tenant have heretofore entered
into that certain Lease Agreement dated February 8, 2006 (the “Lease Agreement”); and


WHEREAS, Exhibit F to the Lease Agreement provides,
among other things, that in the event that certain Scope Changes (as defined in
Exhibit F to the Lease Agreement) occur, either (a) Base Rent (as defined in
the Lease Agreement) will be adjusted as provided for in Exhibit F, or (b)
Tenant shall have the right to fund all or such portion of such excess costs in
which case Base Rent will not be adjusted as a result of such Tenant
expenditures; and


WHEREAS, certain Scope Changes have occurred as
hereinafter set forth, and Landlord and Tenant desire to provide for the
funding of such Scope Changes.


A G R E E M E N T:


NOW, THEREFORE, for and in consideration of the
premises and Ten Dollars and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby
agree as follows:


1.             Defined
Terms: All capitalized but undefined terms used in this Amendment shall
have the meaning given such terms in the Lease Agreement.


2.             Nature
of Scope Changes. The Scope Changes that have occurred are as follows:


a.             Concealed Site Condition Scope
Change. A change in the Improvements resulting from concealed site
conditions under the Land (the “Concealed Site Conditions”) in the amount of $150,206, the cost of
which shall be shared between Landlord and Tenant as provided for in Exhibit F
to the Lease Agreement.  This amount has
been incurred by Landlord to date; however, in completing the Improvements
Landlord may encounter additional Concealed Site Conditions that will be the
subject of the cost sharing provisions of Exhibit F to the Lease Agreement.


b.             Additions to
Tenant Finish. As a result of the development of the Final Tenant
Improvement Plans and Specifications provided for by Section 2(d) of the Lease
Agreement, and based upon the May 4, 2006 Merriman Schmitt drawings and the May
22, 2006 Choate estimate, the final estimated amount of the Tenant Improvement
Costs has been determined to be $4,855,718, which is $2,016,718 in excess of
the $2,839,000 Tenant Allowances provided therefor in the Development Budget
(the amount of such excess being herein referred to as the “Additions to Tenant Finish”).
This estimated amount does not include an additional $150,000 contingency that
may be used by Tenant for changes to Tenant Improvements.



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c.             Additions
to Landscaping Budget. An $85,000 increase in the budgeted cost of
landscaping above the $80,000 budget for landscaping provided for in the
Development Budget.


3.             Funding
of Scope Changes. Tenant agrees to pay for the Scope Changes set forth in
paragraph 2 above as follows:


a.             Concealed Site Conditions
Payment.  Pursuant to the terms of
Exhibit F to the Lease Agreement, Tenant shall pay its $75,103 or 50% share of
the cost of the Concealed Site Conditions upon execution of this Amendment by
the parties.


b.             Additions to
Tenant Finish and Landscaping. Landlord is in the process of constructing
the portions of the Tenant Improvements giving rise to the net increase in
Tenant Allowances and will begin installing landscaping at the appropriate time
in the construction schedule.  Tenant
will pay Landlord for the amount of the Additions to Tenant Finish and the
additions to the landscaping on a monthly basis as Landlord incurs such costs.  Landlord will submit to Tenant within fifteen
days after the last day of each calendar month a Certificate for Payment
indicating the amount of the expense that the Landlord has incurred during such
month for Tenant Improvements and landscaping in excess of the allowances
therefor provided for in the Development Budget, and Tenant shall pay Landlord
for such amounts as shall have been incurred in accordance with the Final
Tenant Improvement Plans and Specifications on or before ten (10) business days
after Tenant’s receipt of such Certificate for Payment; provided that, unless
otherwise agreed by the Tenant, the aggregate amount of the actual increases to
Tenant Improvements expenses billed to the Tenant shall not exceed
$2,016,718.  To the extent that Tenant
and Landlord agree in writing to changes to the May 4, 2006 Merriman Schmitt
drawings and the cost of such changes, and it causes increases above the
foregoing $2,016,718 increase to the Tenant Allowance due to increases in the
Tenant Improvements, Tenant will be responsible for such increase. The extra $85,000
landscaping allowance is an allowance and Tenant shall be responsible for any
amounts in excess of such allowance based on written agreements between
Landlord and Tenant indicating the scope and amount of any such increases.


4.             Failure
of Tenant to Pay for Additions to Tenant Finish. Tenant’s failure to make
any payment under paragraph 3 above when due and the continuance of that
failure for more than 5 business days after the date on which Landlord gives
Tenant written notice of the delinquency shall constitute an Event of Default
under the Lease Agreement.


5.             Treatment of Tenant’s Payments
for Scope Changes.  Consistent with
the last paragraph of Exhibit F of the Lease Agreement, the Additions to Tenant
Finish made pursuant to this Amendment and any payments made by the Tenant
pursuant to this Amendment shall not result in any adjustment to Rent under the
Lease Agreement or be included in the Project Costs determined pursuant to the
Lease Agreement.  The Additions to Tenant
Finish shall be deemed to be Alterations approved by the Landlord, and the
amounts therefor billed to Tenant pursuant to Certificates for Payment shall be
sufficient upon payment of such amounts by Tenant to discharge any and all
mechanics or other liens incurred in connection with the Additions to Tenant
Finish.  Landlord will cooperate with
Tenant such that the Additions to Tenant Finish and any other amounts paid by
Tenant pursuant to this Agreement shall be treated as an investment in



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the Premises by the
Tenant for purposes of the Incentives provided to the Tenant by the State of
South Carolina, its agencies, instrumentalities and political subdivisions.


6.             No
Further Amendment.  The Lease
Agreement shall remain in full force and effect, as modified by this Amendment.


IN WITNESS WHEREOF,
Landlord and Tenant have executed this Amendment effective as of the date first
above written.


	
  

  	
  LANDLORD:

  
	
   

  	
   

  
	
   

  	
  KDC-CAROLINA INVESTMENTS 3, LP, 

  a Delaware limited partnership

  



 


	
  

  	
  By:

  	
  KDC-Carolina Investments 3 GP, LLC, 

  a Delaware limited liability company, 

  its General Partner

  



 


	
  

  	
  By:

  	
  Koll Development Company I, LP, 

  a Delaware limited partnership, 

  its Sole Member

  



 


	
  

  	
  By:

  	
  SWV, LLC, 

  a Delaware limited liability company,

  its General Partner

  



 


	
  

  	
  By:

  	
  /s/ TOBIN C. GROVE

  
	
   

  	
   

  	
  Tobin C. Grove, President

  



 


	
  

  	
  TENANT:

  
	
   

  	
   

  
	
   

  	
  3D SYSTEMS CORPORATION, a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ROBERT M. GRACE, JR.

  
	
   

  	
  Name:

  	
  Robert M. Grace, Jr.

  
	
   

  	
  Title:

  	
  Vice President, General Counsel

  and Secretary

  



 


 



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