SECOND LEASE AMENDMENT

Exhibit 10.3

SECOND LEASE AMENDMENT

This Second Lease Amendment (“ Amendment ”) is dated May 6, 2008, and between DIRECT INVEST – HERON COVE LLC, a Delaware limited liability company (“ Landlord ”) , and PENNICHUCK WATER WORKS, INC., at New Hampshire corporation (“ Tenant ”).

Tenant and Landlord’s predecessor in interest, Hecop III, LLC (“Hecop”), entered into that certain Lease dated April 23, 2004, which Lease was amended by Tenant and Hecop by a Lease Amendment dated March 17, 2006 (collectively the “ Lease ”). Pursuant to the Lease, Tenant is leasing certain space containing approximately 19,465 rentable square feet (the “ Demised Premises ”) on the third floor of the Heron Cove Office Park Building III located at 25 Manchester Street, Merrimack, New Hampshire 03054  (the “ Building ”).

The Lease is effective through April 30, 2009.  The Tenant requested that Landlord formally extend the Lease term. The Landlord consented to the extension of the Lease term, upon the terms and conditions contained in this Amendment and the Lease.  

The parties have also agreed to modify the Lease in certain other respects.  

The parties therefore agree as follows:

1.

Definitions.   Except as otherwise provided in this Amendment, all defined terms contained in this Amendment have the same meaning ascribed to them in the Lease.

2.

Lease Modified.  Effective as of the date hereof, the parties hereby modify the Lease as follows:

(a)

The Lease is modified to extend the term of the Lease until April 30, 2014 (“ Expiration Date ”).

(b)

The Lease is modified to provide that, commencing on May 1, 2009, Tenant shall pay Base Rent as follows:

(c)

The Lease is modified to provide that Tenant shall have the right to seventy-five (75) parking spaces throughout the Term of the Lease and any agreed upon extension thereof.

(d)

The Lease is modified to provide that any management fee charged by Landlord shall not exceed three percent (3%) of Landlord’s gross collected income.

Page 1 of 3

(e)

The Lease is modified to provide that Tenant shall send all notices to Landlord to the following addresses:

To Landlord :

with a duplicate copy to :

Direct Invest – 500 East Main, LLC

Price, Meese, Shulman & D'Arminio, P.C.

c/o NPV/Direct Invest

Mack-Cali Corporate Center

10 City Square, Suite 200

50 Tice Boulevard

Boston, MA  02110

Woodcliff Lake, New Jersey  07677

Attn: Asset Manager

Attn: Michael K. Breen, Esq.

(f)

Any references to Improvements in the Lease are deleted and the parties hereto acknowledge and agree that Landlord has fulfilled all of its obligations to provide Improvements as of the date hereof.

3.

Termination Option.    Landlord grants Tenant one (1) option to terminate this Lease on April 30, 2011 (the “ Termination Option ”) provided that Tenant delivers to Landlord written notice thereof (the “ Termination Notice ”) not more than twelve (12) months and not less than nine (9) months prior to April 30, 2011 (the “ Termination Option Deadline ”), TIM