SECOND AMENDMENT TO LEASE

EXHIBIT 10.12

SECOND AMENDMENT TO LEASE

THIS SECOND AMENDMENT TO LEASE (this " Amendment ") is made this 23rd day of December, 2003, by and between FIRST INDUSTRIAL, L.P. , a Delaware limited partnership (" Landlord "), and INTEST CORPORATION , a Delaware corporation (" Tenant ").

RECITALS

WHEREAS, Landlord and Tenant entered into that certain Industrial Building Lease dated June 6, 2000, as amended by that certain First Amendment to Lease dated as of October 2, 2000 (as amended, the " Lease "), with respect to 121,700 square feet of space located in the building commonly known as 7 Esterbrook Drive, Cherry Hill Industrial Park, Cherry Hill Township, New Jersey, all as more particularly described in the Lease; and

WHEREAS, Landlord and Tenant desire to modify certain terms and conditions of the Lease, all on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the foregoing recitals, and other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged and confessed, Landlord and Tenant agree as follows:

1. 1.  

   2. Definitions . All capitalized terms used but not defined in this Amendment shall have the same meanings ascribed to them in the Lease.

   3.  

   4. Roof Replacement . The last two (2) sentences of Section 13.2 of the Lease are hereby deleted in their entirety and replaced with the following language: "Landlord shall replace those portions of the roof to the Premises described as the "2004 Area" and the "2005 Area" on Exhibit "E" attached hereto, at Tenant's sole cost and expense, subject to the terms and conditions of this Section 13.2 below. Landlord shall commence replacement of the 2004 Area (the " 2004 Replacement ") on or about April 15, 2004 and complete such replacement on or before that date that is ninety (90) days following the commencement of the 2004 Replacement. The 2004 Replacement shall be performed in accordance with the scope of work, description of work and estimate of permitting fees and other costs and as set forth on Exhibit "E-1" (the " 2004 Scope ") attached hereto, at the cost set forth therein ; provided Tenant shall be responsible for any increase in the cost of the 2004 Replacement in the event Tenant approves such increase in advance. Landlord shall commence replacement of the 2005 Area (the " 2005 Replacement ") on or about April 15, 2005 and complete such replacement on or before that date that is ni