Agreement To Restructure And Extend

EXHIBIT 10.21
AGREEMENT TO RESTRUCTURE AND EXTEND


The NATIONAL FIRE PROTECTION ASSOCIATION (Landlord) and ATLANTIC DATA SERVICES, INC. (Tenant), being the parties to a Lease Agreement dated April 1, 1995 (Lease), as that Lease has been amended and extended, as hereinafter set out, do hereby enter this Agreement to Restructure and Extend the Lease as amended for the purposes and under the conditions as hereinafter set out.


BACKGROUND


The parties entered a lease agreement dated April 1, 1995 for lease by the Tenant of 21,192 Rentable Square Feet (RSF) of space on the third floor (the Premises) at the Landlord's building located at Batterymarch Park, Quincy, Massachusetts (the Building). That lease was amended as follows:


a) First Amendment dated July 31, 1995, adding 1,337 RSF to the
Premises


b) Second Amendment dated January 15, 1997, adding 1,213 RSF to
the Premises


c) Third Amendment dated October 15, 1998, adding 1,540 RSF to
the Premises


d) Fourth Amendment dated May 1, 1999, adding 2,043 RSF to the
Premises such additional space to be carpeted by the Landlord


The Lease as amended was thereafter extended pursuant to an AGREEMENT FOR EXERCISE OF OPTION dated November 23, 1999, for an addition term of five years commencing April 1, 2000, and ending March 31, 2005.


The parties have now agreed to restructure and extend the Lease, as such was amended and extended, in the following manner (i) the Tenant will surrender and the Landlord will accept 10,949 RSF as of January 1, 2004, (ii) the Tenant will surrender and the Landlord will accept an additional 1,540 RSF as of April 1, 2005, through the remainder of the terms; and (iii) the parties have agreed to extend the Lease for another term of five years beginning April 1, 2005 and ending March 31, 2010.


The Premises will consist of 16,376 RSF as of January 1, 2004 and 14,836 RSF as of April 1, 2005.


This background statement is not intended to be part of the terms and conditions of this Agreement to Restructure and Extend, nevertheless the parties may make reference to the figures included herein when convenient to explain, but not to contradict the hereinafter set out terms and conditions.


TERMS AND CONDITIONS:


1. AMENDMENT OF PREMISES AREA: Section 1.2 of The Lease (which term shall
mean the Lease as amended by the above referenced amendments and
extended by the above referenced Exercise of Option), the Premises
Rentable Area, is hereby amended by deletion of the following areas of
rentable square feet, (See Exhibit A) and replacement with the amended
area of rentable square feet as of the following dates.


1/1/04, delete 10,949 RSF from the total RSF leaving a total of 16,376
RSF
3/31/05 delete 1,540 RSF from the total RSF leaving a total of 14,836
RSF


The Landlord will be responsible for reasonable costs to demise the
Premises Rentable Area.


2. EXTENSION OF TERM: The lease as so amended is hereby extended for an
additional term of five (5) years beginning April 1, 2005 and running
through March 31, 2010. (hereinafter the Extended Lease Term)


3. EXTENDED LEASE ...