LEASE AGREEMENT

EXHIBIT 10(ae)

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LEASE AGREEMENT

BY AND BETWEEN

ROGER G. LITTLE, TRUSTEE OF SPI-TRUST

AS LANDLORD

AND

SPIRE CORPORATION

AS TENANT

DATED: AS OF SEPTEMBER 1, 2008

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THIS LEASE AGREEMENT (this "LEASE AGREEMENT") is hereby made and

entered into as of this 1st day of September, 2008 (the "EFFECTIVE DATE"), by

and between Roger G. Little, Trustee of SPI-TRUST, established under a

declaration of trust dated October 30, 1996, a certified copy of which is

recorded with the Hillsborough County Registry of Deeds at Book __________, Page

__________, having a mailing address of One Patriots Park, Bedford,

Massachusetts, 01730 (the "LANDLORD") and Spire Corporation, a Massachusetts

corporation, with an address of One Patriots Park, Bedford, Massachusetts, 01730

(the "TENANT").

W I T N E S S E T H:

WHEREAS, Tenant wishes to lease the Premises (as herein defined) from

Landlord; and

WHEREAS, Landlord wishes to lease the Premises to Tenant.

NOW THEREFORE, for good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, Landlord and Tenant hereby enter

into this Lease Agreement upon the terms and conditions set forth herein.

1. LEASE OF PREMISES. Subject to all of the provisions herein

contained, and in consideration of the rentals to be paid to Landlord by Tenant,

and the other covenants and agreements to be kept and performed by Tenant

hereunder, as hereinafter set forth, Landlord hereby leases to Tenant, and

Tenant hereby leases from Landlord, the land situated in the Town of Hudson,

Hillsborough County, New Hampshire commonly known and numbered as 25 Sagamore

Park Road, as more particularly described on Exhibit A attached hereto and made

a part hereof (the "LAND") and all improvements and fixtures located thereon,

including without limitation, the two (2) buildings containing a total of

approximately 90,000 square feet, one of which is presently vacant ("BUILDING

#1") and the other is presently used in the Tenant's semiconductor operation

("BUILDING #2"; Building #1 and Building #2, together, the "BUILDINGS"),

together with the benefit of all of the easements, covenants, conditions and

restrictions benefiting the Land and Buildings, and the burden of all of the

easements, covenants, conditions and restrictions burdening the Land and

Buildings. The Land and Buildings are collectively referred to herein as the

"PREMISES". Except for the performance of Landlord's Work (as defined in Section

6 below), Tenant acknowledges and agrees that the Premises are leased in "AS IS,

WHERE IS" condition. Subject to applicable law, Tenant shall use the Premises

only for general office, warehouse, research and development, light

manufacturing and semiconductor processing (the "Permitted Uses") and for no

other use or purpose. The square footage of the Buildings upon which the Rental

is based shall be 90,000 square feet.

2. TERM. The term of this Lease Agreement shall be for a period of

seven (7) years, beginning on the Effective Date (the "COMMENCEMENT DATE") and,

unless terminated as herein provided, continuing until expiration on the 31st

day of August, 2015 (the "TERM EXPIRATION DATE"). Tenant shall have the right to

extend the Term for one (1) additional period of five (5) years as set forth in

Section 20 herein.

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3. RENT. For the use and occupancy of the Premises Tenant hereby

covenants and agrees to pay to or for the account of Landlord as rental

("RENTAL"), without demand, deduction or offset, the following amounts:

(a) An annual fixed rental due and payable in advance in monthly

installments as provided below ("BASE RENTAL") to Landlord, c/o Blouin & Company

Inc., University Office Park, 51 Sawyer Road, Suite 310, Waltham, Massachusetts

02453, on the first day of each and every calendar month during the Term (a

prorated and proportional rent shall be due for any periods of less than a

calendar month at the commencement and expiration of the Term), all without set

off or deduction:

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Lease Annual Base Rental Rate Annual Base Monthly Base

Year: (per square foot) Rental: Rental:

---------- -------------------------- ---------------- --------------

1 $12.50 $1,125,000.00 $93,750.00

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2 $13.25 $1,192,500.00 $99,375.00

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3 $14.00 $1,260,000.00 $105,000.00

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4 $14.75 $1,327,500.00 $110,625.00

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5 $15.50 $1,395,000.00 $116,250.00

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6 $16.25 $1,462,500.00 $121,875.00

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7 $17.00 $1,530,000.00 $127,500.00

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(b) All real estate taxes, or taxes in the nature of real estate

taxes, or taxes assessed in lieu of or in addition thereto (except income taxes

of general application, inheritance, estate or like taxes) including special and

general assessments, however the same may be designated, levied or to be levied

by any taxing authority upon the Premises ("REAL ESTATE TAXES") throughout the

entire Term. Real Estate Taxes shall be paid by Tenant directly to such taxing

authority upon receipt of the tax bill but in no event later than fifteen (15)

days prior to the last date upon which such taxes may be paid without interest

or penalty. If the first or last year of the Term shall not be co-extensive with

the tax year the amount of taxes payable by Tenant hereunder for such years

shall be prorated in proportion to the period of effectiveness of the Lease

Agreement during such years. Tax receipts shall be furnished to Landlord by

Tenant from time to time upon request to show Tenant's compliance herewith on a

current basis. If requested by any first mortgagee of the Land, Tenant agrees to

instead make monthly deposits to such mortgagee on account of such taxes in an

amount reasonably estimated to be sufficient to pay such taxes when they become

due, provided that such deposits are maintained in a separate account and any

interest payable with respect thereto shall be payable to Tenant.

(c) All utilities, including, without limitation, costs of

electricity, gas, fuel, water and sewage services assessed against the Premises

("UTILITY COSTS").

(d) All other costs and expenses of every kind with respect to (i)

operation, maintenance, repair and replacement of the Premises (excluding Direct

Landlord Costs (as defined in Section 6(b) below)) ("OPERATIONS COSTS") and (ii)

insurance of the Premises ("INSURANCE COSTS").

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(e) Notwithstanding Tenant's obligations to pay Real Estate Taxes (as

defined in Section 3(b) above), Utility Costs (as defined in Section 3(c)

above), Operations Costs (as defined in Section 3(d) above) and Insurance Costs

(as defined in Section 3(d) above) as set forth in this Section 3, Landlord

shall be solely responsible for the payment any Direct Landlord Costs (as

defined in Section 6(b) below) and the performance of any obligation associated

with such costs.

4. NET LEASE. It is the intention of the parties hereto that this is

a net lease and that all costs of ownership, maintenance, repair, replacement

and use of the Premises shall be paid by Tenant in addition to the fixed rent

specified above and other sums payable by Tenant hereunder (each of which shall

be treated as Rental, for non-payment of which Landlord shall have all rights

which Landlord would have for non-payment of fixed rent hereunder), provided,

however, that Landlord shall be responsible for maintenance and repair of

structural portions of the Buildings in accordance with Section 6(b) hereof.

Tenant shall pay to or on behalf of Landlord, through the term of this Lease

Agreement, the rent and other payments hereunder, free of any charges,

assessments, impositions or deductions of any kind, all of which Tenant shall

pay or discharge, without abatement, deduction or set off, and Landlord shall

not be required to make any payment of any kind whatsoever hereunder (whether

due to circumstances now existing or beyond present contemplation of the

parties), except as herein otherwise set forth. It is the intention of the

parties hereto that the obligations of Tenant hereunder shall be separate and

independent covenants and agreements; that the Rental payable by Tenant to, or

on behalf of, Landlord shall continue to be payable in all events except as

expressly provided hereunder; and that the obligations of Tenant hereunder shall

continue unaffected, unless the requirement to pay or perform the same shall

have been abated pursuant to an express provision of this Lease. Tenant waives

all rights (i) to any abatement, suspension, deferment, reduction, or deduction

of or from the Rental or (ii) to quit, terminate, or surrender this Lease or the

Premises or any part thereof, except as expressly provided herein. The rights of

the parties in the event of a casualty to the Premises shall be governed by

Section 13 hereto.

5. Tenant Covenants. Tenant further covenants and agrees as follows:

(a) Except as set forth in Section 6(b) below, to maintain the

Premises including, without limitation, the doors and windows thereof in good

repair, condition and order in accordance with good maintenance practices; and

to yield peaceable possession to Landlord of the Premises at termination or

expiration of this Lease Agreement free of all tenants and occupants in as good

repair and condition as at occupancy by Tenant or may be put thereafter except

for ordinary wear and tear.

(b) To comply fully with any applicable statutes, ordinances, and

lawful regulations, rules or orders which are now or hereafter in effect

pertaining to the Premises, including, without limitation, the Americans with

Disabilities Act, and to the activities conducted thereon, to comply with all

applicable rules or conditions reasonably imposed with respect to the Premises

by any insurance carrier, and to prevent the existence of any nuisance, or the

violation of any statute, ordinance or valid rule, order or regulation with

respect thereto and to save Landlord harmless from any failure to do so.

(c) To keep the Premises and improvements thereto and property of

Tenant therein

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insured to the extent of replacement value, against loss or damage by fire,

windstorm, hail, explosion and the other risks included in Causes of Loss -

Special Form property insurance policies from time to time, subject, however to

a "deductible" clause in the maximum amount of $50,000 or such other amount as

Tenant shall reasonably request and Landlord shall approve, which approval shall

not be unreasonably withheld or delayed; all of such policies shall name as

insured Landlord, any first mortgagee to the Premises and Tenant, as their

respective interests may appear and shall provide that they may not be cancelled

without at least fifteen (15) days' prior written notice to Landlord. Tenant

agrees to furnish Landlord with a certificate by the insurer as to the existence

thereof, together with a copy of such policy. Tenant may procure such insurance

under a so-called blanket policy insuring other locations of the Tenant,

provided however, that such policy shall provide on its face that such portion

of the face amount as is required by this Lease Agreement is payable with

respect to covered loss relating to the Premises and is not affected by losses

on other premises.

(d) To the fullest extent permitted by law, to indemnify Landlord

fully against and to save Landlord harmless from loss, liability, costs,

expense, attorney's fees and court costs, arising directly or indirectly from

any claim or lawsuit by any person, firm, corporation, association or

governmental agency or authority whomsoever, including (but not limited to)

Tenant's officers, agents, contractors, employees or invitees, for damages

asserted or sustained to person or property by reason of any activity conducted

by Tenant upon the Premises, or of any breach by Tenant, its officers, agents,

employees, or invitees of the terms, provisions and conditions of this Lease

Agreement, or occurring upon the Premises, regardless of the merit or lack of

merit of any such claim or lawsuit, of the fault or lack of fault on the part of

Landlord and regardless of the amount of insurance carried; and further, to

procure and keep in force, at Tenant's sole expense, public liability insurance

written on an occurrence basis covering the Premises, with combined single

limits of at least $5,000,000.00 per occurrence, and $5,000,000.00 annual

aggregate, and of $l,250,000.00 for property damage naming Landlord and any

mortgagee of the Premises as additional insureds, provided that if greater

coverage limits are normally carried under similar circumstances, Tenant agrees

to increase such coverage limits appropriately.

(e) To use its best efforts to prevent the filing or imposition of

any lien of any kind whatsoever upon or against the Premises based upon or

arising out of Tenant's actions, except by Landlord or with Landlord's prior

written consent and in the event of the filing or imposition of any such lien,

to discharge same or to obtain a surety bond sufficient to discharge same within

30 days following the date of any such filing or imposition.

(f) To permit Landlord to enter the Premises during normal business

hours, subject to Tenant's reasonable security and confidentiality requirements,

where such entry will not unreasonably disturb or interfere with Tenant's use of

the Premises and the operation of Tenant's business, and at any time in case of

emergency, to examine, inspect, or make repairs, replacements, changes or

alterations as set out in this Lease Agreement, and to take such steps as

Landlord may reasonably deem necessary for the safety, improvement or

preservation of the Premises. Landlord shall give reasonable notice to Tenant

prior to any such entry, except in the case of an emergency, but no such entry

shall constitute an eviction or entitle Tenant to any abatement of Rental.

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(g) In the event that Tenant shall fail to perform any act required

by the foregoing covenants and such failure shall continue for a period of 30

days after notice thereof from Landlord, Landlord may (but shall not be

obligated to do so) perform such act without waiving or releasing Tenant from

any of its obligations with respect thereto. Landlord shall be entitled to

recover from Tenant all sums paid or costs incurred in performing such acts on

demand.

(h) To perform all maintenance, repairs and replacements necessary to

keep in good condition and working order (a) the heating, ventilating, air

conditioning, plumbing, security, electrical, life safety and all other

mechanical systems and equipment serving the Premises, (b) the trees, shrubs,

plants, landscaping, on or otherwise serving the Premises , and (c) the parking

lot, driveways and walkways on the Premises.

(i) To perform all clearance and removal of snow and ice from the

parking areas, driveways and walkways of the Premises for safe use of such

parking areas and safe access to the Premises by Tenant and its employees,

agents, contractors and invitees.

6. LANDLORD'S COVENANTS. (a) Landlord hereby represents, warrants,

covenants and agrees as follows that Landlord has good and marketable title to

the Land and the Premises, and Landlord has full right and authority to lease

the Premises and to carry out its obligation under this Lease Agreement.

(b) Landlord agrees to maintain all structural portions of the

Buildings including the foundation, roof, exterior walls, structural members and

other supporting structures, in good repair, condition and order; provided,

however, that Landlord's responsibility for repair and maintenance of the roof

shall exclude responsibility for repair of (i) leaks occurring by reason of roof

penetrating structures installed or constructed by Tenant, or (ii) any repairs

required by reason of the negligence or default of Tenant, its officers, agents,

employees, and invitees except to the extent that Landlord shall be insured

against the same and receive the proceeds of such insurance and Landlord's

mortgagees shall not retain the proceeds of such insurance. In addition, no

later than February 28, 2009 (unless consented to by Tenant, which consent may

be granted or withheld in its sole discretion), but subject to extension for any

delay caused by Tenant, Landlord, at its sole expense, shall perform the work

describe on Exhibit B attached hereto (the "Landlord's Work"). Except as

expressly stated, any costs incurred by Landlord in performing the foregoing

obligations shall be deemed a "DIRECT LANDLORD COST". Any exclusions from

Landlord's maintenance obligation above shall be Tenant's responsibility.

Landlord is not obligated to provide or perform any service, maintenance,

repair, or replacement with respect to the Premises except as set forth in this

Section 6(b). In performance of its obligations set forth in this Section 6(b),

Landlord shall use commercially reasonable efforts to perform such work in a

manner and at such times as shall minimize disruption of Tenant's business

operations in the Premises.

(c) To give Tenant prompt notice of the name and mailing address of

any mortgagee or holder of a first mortgage lien with respect to the Premises

and of any change therein.

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7. SUBLETTING. Subject to all of the provisions of this Lease

Agreement, Tenant shall not sublet, license, or permit the use or occupancy of,

all or any portion of the Premises without the prior written consent of the

Landlord, which consent, shall not be unreasonably withheld, conditioned or

delayed. Tenant shall have no right to assign this Lease Agreement nor any of

its rights hereunder, nor may same be assigned or pass to another by operation

of law, and any attempt to so assign, without the express prior consent of

Landlord, shall be utterly void. If Tenant desires to effectuate a sublease,

Tenant shall deliver a notice to Landlord, which shall include (i) the

commencement date and termination date of such sublease and the rent per square

foot, (ii) a true and complete statement reasonably detailing the identity of

the proposed sublessee, the nature of its business and its proposed use of the

Premises, (iii) current financial information with respect to the sublessee,

including its most recent financial statements, and (iv) the form of agreement

by which the sublease will be effected. Landlord shall be entitled to fifty

percent (50%) of any consideration payable under the sublease which exceeds the

Base Rental (pro rated on a per square foot basis for the portion of the

Premises subject to such sublease) accruing hereunder during the term of the

sublease after first deducting the monthly amortized costs incurred by Tenant to

prepare the subleased premises for occupancy by such subtenant and the amount of

the reasonable out-of-pocket brokerage and attorneys' fees incurred by Tenant in

connection with such sublease. The sums payable under this Section shall be paid

by Tenant to Landlord monthly as and when paid from the subtenant to Tenant. The

obligation to obtain Landlord's prior consent and Landlord's right to share in

profit shall not apply to (i) transactions with a business entity, into or with

which Tenant is merged or consolidated, or to which all or substantially all of

Tenant's assets are transferred, so long as (A) such transfer was made for a

legitimate independent business purpose and not primarily for the purpose of

transferring this Lease; (B) the successor to Tenant has a net worth computed in

accordance with generally accepted accounting principles at least equal to the

net worth of Tenant immediately prior to such merger, consolidation or transfer;

and (C) proof satisfactory to Landlord of such net worth is delivered to

Landlord at least ten (10) days prior to the effective date of any such

transaction. Landlord's consent to any sublease shall not relieve Tenant from

the obligation to obtain Landlord's consent to any further sublease.

Notwithstanding any sublease or assignment, Tenant shall remain fully liable for

the payment of all Rental and for the performance of all the terms, covenants

and conditions contained in this Lease on Tenant's part to be observed and

performed, and any default under any term, covenant or condition of this Lease

by any sublessee or assignee shall be deemed to be a default under this Lease by

Tenant.

8. SIGNS. Tenant shall be entitled to erect reasonable ground and

building signs, subject to approval of Landlord, which shall not be unreasonably

withheld, provided, however, Tenant's signs that are presently existing and/or

installed on the Premises are hereby deemed approved by Landlord. All signs

installed by Tenant shall comply with all requirements of appropriate

governmental authorities, and all necessary permits or licenses shall be

obtained by Tenant. Tenant shall maintain all signs in good condition and repair

at all times, and shall save Landlord harmless from injury to person or

property, arising from the erection and maintenance of said signs. Upon vacating

the Premises, Tenant shall remove all signs and repair all damage caused by such

removal.

9. ALTERATIONS AND IMPROVEMENTS BY TENANT. (a) Tenant shall have the

right during

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the continuance of this Lease Agreement to make such non-structural alterations,

changes and improvements to the Premises as may be proper and necessary for the

conduct of Tenant's business and for the full beneficial use of the Premises.

Tenant shall not make any structural change in the Premises, alterations or

additions to the exterior of the Premises (unless such alterations or additions

are cosmetic in nature), or penetrations of the roof (except in connection with

the re-installation of Tenant's equipment pursuant to Exhibit B hereof ),

without first having obtained Landlord's written consent thereto, which consent

may be withheld in Landlord's sole discretion. Without limitation, Landlord may

condition any such consent by reserving the right to require the Premises to be

restored to the same condition they were in prior to the making of any such

structural or exterior change. Tenant shall pay all costs and expenses of such

alterations, changes, and improvements, shall make the same in a good and

workmanlike manner, and in accordance with all applicable laws, codes, and

building regulations, and shall, prior to the making of such alterations,

changes, and improvements, assure Landlord, in form satisfactory to Landlord,

that payment for the same will be made by Tenant. Tenant hereby completely and

fully indemnifies Landlord against any Mechanic's Liens or other liens or claims

in connection with the making of such alterations, changes, and improvements.

Any liens arising out of such alterations, changes, and improvements shall be

discharged of record by Tenant within thirty (30) days after the same have been

filed, Tenant shall pay any and all taxes relating to its personal property,

business, or improvements and alterations constructed as provided in this

Section 9. Upon completion of any non-cosmetic alterations, Tenant shall provide

Landlord an "As Built" plan of the Premises showing such alterations in

reasonable detail. With respect to any non-cosmetic alteration, change or

improvement performed by Tenant after the date hereof, Tenant will restore the

Premises to the condition which existed prior to the making of alterations,

changes or improvements, at the expiration or earlier termination of the Term,

unless Landlord has failed to request such restoration at the time Landlord's

consent is granted, if such consent is required, or by notice to Tenant that

Landlord shall waive its rights to require such restoration, in which event

Tenant shall have no obligation to restore the Premises. Such waiver by Landlord

may be in whole or in part, and if in part, subject to the preceding sentence,

Tenant shall restore to the extent such obligation is not waived by Landlord.

Any cabling or wiring installed in the Premises shall be removed by Tenant at

the end of the Term if and to the extent so requested by Landlord.

(b) Except as otherwise provided, all signs, furnishings, trade

fixtures and other removable equipment installed in the Premises by Tenant

(whether before or during the Term) and paid for by Tenant shall remain the

property of Tenant and shall be removed by Tenant upon the termination of this

Lease Agreement provided that if any of the same are affixed to the Premises,

Tenant shall immediately repair any damage caused by such removal.

10. WAIVER OF CLAIMS AND WAIVER OF SUBROGATION. Tenant hereby

releases Landlord from any and all liability or responsibility to the Tenant or

anyone claiming through or under Tenant by way of subrogation or otherwise for

any loss or damage to property caused by fire or any other perils insured or

required to be insured against in policies of insurance covering such prop