Lease Modification Agreement

EXHIBIT 10.24


LEASE MODIFICATION AND EXTENSION AGREEMENT


Agreement made as of the 4th day of February, 1998, by and between Richard J. Tobin, as Trustee u/d/t dated June 15, 1981 and entitled "J L N Realty Trust", which trust is recorded in the Bristol County Fall River District Registry of Deeds Land Court Records as Document No. 12977, as affected by Amendment to Declaration of Trust dated as of March 24, 1995, of 68 Broadway, Taunton, Bristol County, Massachusetts ("Lessor") and Wakefield Engineering, Inc., a Delaware corporation, of 60 Audubon Road, Wakefield, Massachusetts ("Lessee"), amending a certain Indenture of Lease dated as of December 20, 1994 ("Lease").


WHEREAS, under the terms and conditions of the Lease, the Lessor agreed to lease to the Lessee and the Lessee agreed to lease from the Lessor certain premises situated at 132 Sykes Road, Fall River, Bristol County, Massachusetts ("Premises");


WHEREAS, the Lessee has requested that the Lessor construct a 21,000 square foot warehouse addition to the building on the Premises, including installation of certain improvements, all as set forth in Exhibit A attached hereto, all for the use of Lessee in its business operations on the Premises ("Improvements");


WHEREAS, the Lessor has agreed to construct the Improvements on the Premises, subject, however, to Lessee's agreement to the terms and conditions of this Lease Modification and Extension Agreement;


WHEREAS, the Lessor and the Lessee have agreed to the construction of the Improvements for inclusion under the Lease and to certain modifications of the Lease and to an extension of the term of the Lease, as defined in the Lease;


NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Lessor and the Lessee hereby agree to modify the Lease as follows:


1. Upon execution and delivery of this agreement by Lessor and Lessee, Lessor
agrees to undertake the work of construction of the Improvements, including
the preparation of plans and specifications, the hiring of consultants and
contractors, and the obtaining of financing to pay for the cost of
construction of the Improvements, and agrees to use reasonable efforts to
complete the Improvements on or before July 31, 1998. Lessor shall not be
in default under this Agreement as a result of any delay in completing the
Improvements caused by any event or condition beyond the reasonable control
of the Lessor.


2. Other than the Improvements which the Lessor herein agrees to complete, the
Lessee agrees to construct, at its own expense, subject to the terms of the
Lease, such leasehold improvements for the Improvements for use in its
business operations on the Premises as it shall determine.


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3. Lessee agrees to cooperate with Lessor to allow for expeditious
construction of the Improvements, and to permit access to the Premises by
the Lessor, his representatives, consultants, contractors, lenders and
others for the purposes of planning for and constructing the Improvements;
provided, however, the Lessor shall, to the extent not required by the
construction of the Improvements, use reasonable efforts to minimize any
interference with the Lessee's business operations on the Premises.


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