AMENDMENT NUMBER ONE TO LEASE BETWEEN FOURTH AVENUE LLC AND NEUROMETRIX, INC

Exhibit 10.1

AMENDMENT NUMBER ONE
TO LEASE BETWEEN
FOURTH AVENUE LLC
AND
NEUROMETRIX, INC.

THIS AMENDMENT made this February 22, 2008 (this “Amendment”) between Fourth Avenue LLC, a Massachusetts limited liability company having offices at One Gateway Center, Newton, Massachusetts (“Landlord”) and NeuroMetrix, Inc., a Massachusetts corporation, with offices located in Waltham, Massachusetts (“Tenant”).

WITNESSETH THAT,

WHEREAS, by Lease dated October 18, 2000, (as may be amended from time to time, the “Lease”), Landlord demised and leased to Tenant approximately 30,000 rentable square feet in Landlord’s single-story office building commonly referred to as 62 Fourth Avenue in Waltham, Massachusetts (the “Building”).

WHEREAS, the Landlord and Tenant desire to amend the Lease as follows.

NOW THEREFORE, in consideration of the mutual covenants contained herein, the Landlord and Tenant agree that the Lease shall be and hereby is amended in the following respects:

1.                                All capitalized terms not otherwise modified or defined herein shall have the same meanings as are ascribed to them in the Lease. All references in the Lease to the “Lease” or “this Lease” or “the Lease” or “herein” or “hereunder” or similar terms or to any section thereof shall mean the Lease, or such section thereof, as amended by this Amendment.

2.                The Term of the Lease is hereby extended for four (4) year and the definition of the defined term “ Term Expiration Date: ” in Article 1.0, “REFERENCE DATA” shall be amended to read as follows:

“March 31, 2013”

3.                With respect to the period of time beginning April 1, 2009 and ending March 31, 2013, the Annual Base Rent shall be in accordance with the following table:

4.                As an inducement for Tenant to enter into this Amendment, Landlord agrees to reimburse Tenant for certain improvements and renovations completed in the Premises up to a maximum of $240,000.00 (“Tenant’s Allowance”).  The following shall apply with respect to such reimbursement.

(i) Tenant shall comply with all provisions of the Lease which relate to work by Tenant in the Premises, including, without limitation, the provisions of Article 8.0 of the Lease, “MAINTENANCE OF AND IMPROVEMENTS TO PREMISES”.

(ii) Tenant’s Allowance shall be used solely for improvements (“Approved Reimbursable Improvements”) approved in writing by Landlord pursuant to Section 8.2 (“Alterations and Improvements by Tenant”) and completed at a commercially reasonable cost prior to April 1, 2011 (“Latest Completion Date”).  In addition to any information required to be provided by Tenant pursuant to Article 8.0 or otherwise required under the Lease, Tenant shall, upon request of Landlord, provide Landlord with such reasonable information (for example, without intended limitation, quotations, estimates, proposals, unit costs, etc.) as Landlord may from time to time require with respect to the anticipated cost of any improvements for which Tenant seeks Landlord’s approval.  Landlord’s agreement in this Section to reimburse Tenant for Approved

Reimbursable Improvements shall not be deemed to obligate Landlord to consent to any particular improvement or renovation in the Premises except that, so long as all improvements and renovations are done using materials, means and methods commercially reasonable and appropriate for comparable office space in the Prospect Hill market area, Landlord shall not unreasonably withhold, condition or delay Landlord’s consent with respect to carpet replacement, wall painting, ceiling tile replacement, reception area renovations and modification of the layout of walls and doors in the currently existing “fulfillment” area including the addition of offices in this area along the windows at the back of the Building.

(iii) Provided Tenant, at the time Landlord is required pursuant to this Section to pay Tenant all or any portion of the Tenant’s Allowance, is not in default under the Lease and no condition known to Tenant or Landlord exists which with the passage of time or the giving of notice would constitute a default under the Lease, Landlord shall disburse Tenant’s Allowance (or a portion thereof as applicable) to Tenant to the extent (X) any Approved Reimbursable Improvements have been completed prior to the Latest Completion Date and (Y), no later than four months after the Latest Completion Date, Tenant has provided Landlord with an application for payment including (a) copies of invoices for labor, materials or equipment charges incurred by Tenant in connection with such improvements, (b) copies of “as-built” plans of such improvements prepared and certified by Tenant’s architect (if and to the extent plans are typically prepared and used in the planning or contracting of work in the nature of such improvements) , (c) an affidavit from Tenant’s architect that such improvements have been completed in accordance with the plans approved by Landlord, (d) final lien waivers from all contractors, subcontractors, material suppliers and all others engaged in construction of such improvements and (e) a copy of a Certificate of Occupancy for the Premises issued by the City of Waltham upon completion and inspection of such improvements (except to the extent a Certificate of Occupancy is not required by the City of Waltham for any such improvements, in which case Tenant shall provide a letter signed by an officer of the entity c