FIRST AMENDMENT TO LEASE

Exhibit 10.28

FIRST AMENDMENT TO LEASE

THIS AGREEMENT MADE THIS 14 DAY OF FEBRUARY, 2006, supplements, modifies, amends and is made a part of that certain Lease Agreement dated 03/18/2005 (Lease) between LAKN MARLTON ASSOCIATES, LLC (Landlord) and EASTERN RESEARCH, INC. (Tenant).

It is the intent and purpose of this Amendment to supplement, modify and amend the Lease as follows and to incorporate said changes as outlined into the above mentioned Lease. Landlord and Tenant agree to make the following exceptions and additions to the Lease, with respect to the Leased Premises:

Except as amended or changed herein, the Lease as above-mentioned, shall be republished. The new Leased Premises representing 70.87% of the Building shall be governed by any and all of the terms and conditions therein.

IN WITNESS WHEREOF, the parties hereto have set their hands and seals on the above captioned date.

LEASE AGREEMENT

LANDLORD and TENANT agree to lease the premises for the term at the rent stated and subject to the following terms and conditions (“LANDLORD” and “TENANT” include all landlords and all tenants under this Lease):

DATE OF LEASE: March 18, 2005

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If Tenant must implement a phased move, Tenant may occupy the Premises at any time prior to the Lease commencement date without obligation to base rent or other additional costs with the exception of direct costs associated with such occupancy.

RENT FOR THE TERM IS:     *** [SEE PARAGRAPHS 1(A)(B)(C) & 5(B)]

Rent is payable in advance on the first day of each month as follows:

1. ADDITIONAL COSTS. [ALSO SEE PARAGRAPH 5(B)]. Tenant will pay its pro rated share (70.87%) of real estate and related taxes, and the aggregate cost of maintaining and operating the Building and its common areas. By January 31^st of each year Landlord will submit a proposed budget of operating expenses to Tenant for its review and approval (“Approved Budget”), Tenant shall not be responsible for any Additional Costs in excess of 15% over Approved Budget.

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2. LATE CHARGE. If the Minimum Rent or any Additional Rent is not paid within ten (10) days from the date same is due, Landlord may, at its option, charge a late fee of five percent (3.5%) of the amount due. Should Tenant inadvertently fail to remit rent payment by the 10^th day of any month, Landlord agrees to notify Tenant of oversight. Tenant will not be charged a late fee if payment is delivered to Landlord’s office by noon on the 11^th day of that month.

3. INSURANCE. Tenant will obtain and keep in effect throughout the Term insurance policy or policies, issued by any insurance carrier reasonably satisfactory to Landlord, providing general comprehensive public liability insurance against claims for personal injury (including death) and property damage in amounts as stated on Page 1 of this Lease.

4. WAIVER OF SUBROGATION. Each party hereto waives any cause of action it might have against the other party on account of any loss or damage insured against under any insurance policy including without limitation liability insurance policies (to the extent such loss or damage is recoverable under such insurance policy) that covers the Building, the Leased Premises, Landlord’s or Tenant’s fixtures, personal property, leasehold improvements or business, and which names Landlord or Tenant, as the case may be, as a party insured. All insurance policies maintained by Landlord or Tenant will, at such parties cost and expenses, if any, contain provisions, waiving the carrier’s rights of recovery under subrogation or otherwise against the other party.

5. BUILDING SERVICES; MAINTENANCE.

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6. ALTERATIONS AFTER COMMENCEMENT OF LEASE. Tenant will not make or permit to be made any alterations, improvements or additions to the Leased Premises without, on each occasion, first presenting to Landlord plans and specifications therefore and obtaining Landlord’s prior written consent thereto, which consent will not be unreasonably withheld. If Landlord will consent to such proposed alterations, improvements and additions, Tenant will make the proposed alterations, improvements and additions at Tenant’s sole cost and expense; provided, however: (i) all such alterations will be performed in a good and workmanlike manner, in accordance with all applicable laws, ordinances, codes, rules and regulations, including but not limited to the ADA Code; (ii) such alterations, improvements, and additions will not impair the structural integrity of the Building or any other improvements or reduce the value of the Leased Premises; (iii) Tenant will take or cause to be taken all steps as required or permitted by law in order to avoid the impositions of any mechanic’s, laborer’s or materialman’s lien(s) upon the Leased Premises or Building; and, (iv) the occupants of the Building and of any adjoining real estate owned by Landlord will not be disturbed in any respect with their use and occupancy by reason thereof. All alterations, improvements and additions to the Leased Premises which are constructed, installed or otherwise made by Tenant will be the property of Tenant until the expiration or sooner termination of this Lease, at which time all such alterations, improvements and additions will remain on the Leased Premises and become the property of Landlord without payment therefore by Landlord.

7. COMPLIANCE WITH LAWS; PERMITTED ACTIVITIES. Tenant, at its sole cost and expense, will comply with all laws, ordinances and regulations of federal, state and local authorities and with any direction of any public officer or officers, which will impose any violation, order or duty upon Tenant with respect to the Leased Premises or the use and occupancy thereof, including, but not limited to, obtaining any and all licenses and permits required for the conduct of its business within the terms and conditions of this Lease. Notwithstanding the foregoing, Tenant will not be responsible for remedying (a) any existing violations of any law, ordinance or regulation or (b) any law, ordinance or regulation adopted or enacted in the future that requires structural modifications or capital improvements to the Leased Premises or Building, unless such law, ordinance or regulation is for Tenant’s specific use within the Leased Premises or Building.

Tenant will not do or permit anything to be done in or about the Leased Premises nor bring or keep anything therein which will in any way increase the existing rate of fire or other insurance policy covering the Leased Premises or any part thereof. In the event of any such increase of an existing rate of insurance, or cancellation of any insurance policy, Tenant will bear the full cost of said increase upon presentation by Landlord.

8. LANDLORD’S RIGHT TO ENTRY. Landlord and persons authorized by Landlord may enter the Leased Premises, with Tenant’s prior approval, which shall not be unreasonably withheld, at all reasonable times for the purpose of making such inspections, repairs, alterations to adjoining space, appraisals as Landlord may require or for other reasonable purposes including, but not limited to, exhibiting the Leased Premises to prospective purchasers, tenants and/or mortgagees and enforcement of Landlord’s rights under this Lease. Landlord will not be liable for inconvenience to, or disturbance of Tenant by reason of any such entry. Notwithstanding the foregoing, Landlord will use reasonable efforts, during such entry to not unreasonably interfere with Tenant’s use of the Leased Premises, and will provide Tenant with a minimum of 24 hours advance notice.

9. DAMAGE BY FIRE OR OTHER CASUALTY. In the event of any damage or loss to the Leased Premises by reason of fire or other casualty, Tenant will give immediate notice thereof to Landlord. If the Leased Premises are partially damaged or destroyed by fire or other casualty, Landlord will notify Tenant within thirty (30) days after the fire or casualty, whether or not the Leased Premises can be restored within one hundred twenty (120) days from such notice. In the Landlord’s reasonable judgment, if the Leased Premises can be restored within one hundred twenty (120) days, Landlord will restore the same at Landlord’s expense and will use its best efforts to complete restoration within said time period. In the event the damage cannot be restored within one hundred twenty (120) days, either party, by written notice to the other within five (5) days after receipt of such notice, to be effective thirty (30) days after receipt of such notice, may terminate this Lease and all obligations hereunder. Notwithstanding the foregoing, in no event will Landlord be obligated to expend for any repairs or restoration an amount in excess of the insurance proceeds recovered by Landlord on account of such damage or destruction.

In the event of repair or restoration as herein provided, Minimum Rent and Additional Rent will be abated equitably, in a manner proportionate with the degree in which Tenant’s use of the Leased Premises is impaired commencing from the date of destruction and continuing during the period of such restoration. Tenant will continue operation of its business in the Leased Premises during any such period to the extent commercially reasonably practicable and the obligation of Tenant hereunder to pay all other charges set forth herein will remain in full force and effect. Tenant will not be entitled to any actual or consequential damages or other compensation or damages from Landlord for loss of the use of the whole or any part of the

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Leased Premises, or the Building which forms a part of the Leased Premises, Tenant’s personal property or any inconvenience or annoyance occasioned by such damage or reconstruction.

10. INDEMNIFICATION. Tenant will defend, indemnify and hold Landlord harmless from and against any and all loss, cost, liabilities, penalties, damages, expenses (including reasonable attorneys’ fees) and judgments, which may be imposed upon, incurred by, or asserted against Landlord by reason of any violation by Tenant of the provisions of this Lease, or any injury to persons or property of any nature and however caused, arising out of the use, occupancy and control of the Leased Premises at any time during the Term of this Lease or any extension thereof, unless caused by the willful act or negligence of Landlord.

Landlord will defend, indemnify and hold Tenant harmless from and against any and all loss, cost, liabilities, penalties, damages, expenses (including reasonable attorneys’ fees) and judgments, which may be imposed upon, incurred by, or asserted against Tenant by reason of any violation by Landlord of the provisions of this Lease, or any injury to persons or property of any nature and however caused, arising out of the use, occupancy and control of the Leased Premises at any time during the Term of this Lease or any extension thereof, unless caused by the willful act or negligence of Tenant.

11. CONDEMNATION.

12. MECHANICS LIENS. Tenant will promptly pay all contractors and materialmen for work ordered by Tenant or performed for Tenant’s account, so as to minimize the possibility of a lien attaching to the Leased Premises. In the event of any such lien is created or filed, Tenant will bond against or discharge the same within ten (10) days after written request by Landlord. Nothing herein contained will be construed as a consent on the part of the Landlord to subject the fee or the estate of Landlord to liability under the Mechanics Lien Law of New Jersey for work ordered other than by Landlord, it being expressly understood that Landlord has not consented to any such work and Landlord’s estate will not be subject to such liability.

13. LANDLORD’S RIGHT TO PERFORM TENANT’S COVENANTS. If Tenant will any time fail to pay any charge or imposition or perform any other act on its part to be performed, then Landlord, after ten (10) days’ written notice to Tenant and without waiving or releasing Tenant from any obligations hereunder, may pay such charge or sum of money or make any other payment or perform any other act on Tenant’s part to be made or performed, and may enter upon the Leased Premises for any such purpose, and take all such action thereon as may be necessary therefore. Any repairs or maintenance that is required that is not completed in a reasonable amount of time, in the Tenants reasonable determination, by the Landlord may be done by the Tenant. All sums so paid by either party and all costs and expenses incurred by either party in connection with the performance of any such act, together with interest thereon at a rate which is one percent (1%) per annum higher than “New York Prime” as announced from time to time in the Wall Street Journal or similar publication, from the respective dates of either party’s making of each such payment or incurring of each such cost and expense, will constitute a deduction of rent otherwise owed to Landlord or Additional Rent payable by Tenant thereof or otherwise.

14. SUBORDINATION; RIGHTS OF MORTGAGEE. This Lease will be subject and subordinate at all times to the lien of any mortgages and/or ground leases now or hereafter placed upon the Leased Premises or Building which forms a part of

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the Leased Premises, without the necessity of any further instrument or act on the part of Tenant to effectuate such subordination, provided that such subordination is conditioned upon the holder of any such mortgage’s agreement not to disturb Tenant’s rights under this Lease in the event of any enforcement proceedings under such mortgage. Tenant agrees to execute and deliver, upon demand, such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage and/or ground lease and such further instrument or instruments of attornment as will be desired by any mortgagee or proposed mortgagee or by any other person. Landlord has requested a Subordination Non-Disturbance Agreement (SNDA) from the current lender for Tenant. A copy of said letter is attached to this Lease. Landlord will pursue the attainment of said SNDA and notify Tenant once this request has been granted or denied by lender.

15. TENANT’S CERTIFICATE. Tenant agrees at any time and from time-to-time, within ten (10) days after Landlord’s written request, to execute, acknowledge and deliver to Landlord a written instrument in recordable form certifying the Lease is unmodified and in full force and effect (or if there have been modifications, it is in full force and effect as modified and stating the modifications); the dates to which Minimum Rent, Additional Rent, or other charges have been paid in advance, if any; whether or not, to the best knowledge of the signer of such certificate, Landlord is in default in the performance of any covenant, agreement or condition contained in the Lease and, if so, specifying each such default of which the signer may have knowledge; and such other information as Landlord may request. It is intended that any such certification and statement delivered pursuant to this Paragraph 15 may be relied upon by any prospective purchaser or any mortgagee of the Leased Premises or Building or any part thereof or interest thereon or any assignee of Landlord’s interest in this Lease.

16. DEFAULTS BY TENANT. Landlord will provide Tenant advance written notice in the event of any default. Tenant will have ten (10) days to cure in the event of a monetary default, and thirty (30) days to cure in the event of a non-monetary default. Any one or more of the following will constitute a default by Tenant hereunder, if Tenant during the original Term of this Lease, or any renewal or extension thereof:

17. REMEDIES OF LANDLORD. This Lease and term of the estate hereby granted are subject to the conditional limitation that in the event of a default by Tenant, then, at the sole option of Landlord, Landlord may in addition to all other rights and remedies available to it by law or equity or by any other provision of this Lease, at any time pursue once or more often any or all of the following remedies:

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18. LIMITED LIABILITY OF LANDLORD. Tenant agrees the obligations of Landlord under and with respect to this Lease do not constitute personal obligations of Landlord, or any of its principals, and shall not create or involve any claim against, or personal liability on the part of any of them, and Tenant shall look solely to Landlord’s interest in the Leased Premises for satisfaction of any liability of Landlord in respect to this Lease.

19. SECURITY DEPOSIT. This section is left blank intentionally.

20. ASSIGNMENT OR SUBLEASE BY TENANT. Tenant will not assign this Lease or sublease all or any part of the Leased Premises without Landlord’s prior written consent, excluding wholly owned subsidiaries of the Tenant, which will not be unreasonably withheld, it being understood and agreed however it will not be unreasonable for Landlord to withhold its consent if the reputation, financial responsibility, or business of a proposed assignee or subtenant is unsatisfactory to Landlord. Tenant shall have the right to assign this Lease or sublease without consent to successors or purchasers of the assets or stock of the Tenant. Fifty percent (50%) of any sum received by Tenant as a result of such subletting or assignment which exceeds the total sums Tenant is obligated to pay Landlord under this Lease will be payable to Landlord as additional rent, provided this provision is not applicable to an assignment to a successor or purchaser of the assets or stock of Tenant. The consent by Landlord to sublet or assignment will not constitute consent to any further sublease or assignment. Any sublessee or assignee must agree to be bound by all of the terms and provisions of this Lease. In addition, any permitted assignment or subleasing will not relieve Tenant from its liability under the terms and conditions of this Lease. Tenant will give Landlord a copy of the sublease, both prior to, and upon execution thereof.

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21. SUCCESSORS. All rights and liabilities herein given to or imposed upon the respective parties will extend to and be binding upon their heirs, legal representatives, successors and assigns, if permitted under Section 20 except as otherwise provided.

22. WAIVER. Failure of Landlord to insist upon strict performance of any of the covenants or conditions of this Lease or to exercise any option herein conferred in any one or more instances will not be construed as a waiver or relinquishment for the future of any such covenants, conditions or options but the same will be and remain in full force and effect.

23. ENTIRE AGREEMENT. This Lease sets forth all the terms, covenants and conditions between Landlord and Tenant concerning the Leased Premises and there are no terms, covenants and conditions, either oral or written, between the parties other than herein set forth. Except as otherwise provided, no subsequent alteration, amendment, change or addition to this Lease will be binding upon Landlord or Tenant unless reduced to writing and signed by them.

24. LANDLORD’S COVENANT OF QUIET ENJOYMENT. Landlord covenants and agrees that, upon Tenant’s payment of Minimum Rent and any Additional Rent and observing and performing all of the terms, covenants and conditions on Tenant’s part to be observed and performed, Tenant may peaceably and quietly enjoy the Leased Premises for the Term of this Lease, without hindrance or molestation by anyone claiming by or though Landlord; subject, nevertheless to the terms, covenants and conditions of this Lease.

26. NO RECORDATION. Tenant will not record or attempt to record this Lease or any memorandum thereof in any office of public recording.

27. ENVIRONMENTAL CONCERNS.

28. SIGNS. Landlord will obtain all door and directory signs for Tenant after Tenant has indicated in writing to Landlord how each sign should read. All signs will conform to all applicable municipal ordinances and regulations. Should Tenant request further signage over and above the customary signage at said location, Landlord agrees to assist Tenant with any applications of any municipal filings, etc., to be born by Tenant herein. Tenant will install no sign without prior approval of Landlord herein.

29. HOLDOVER. In the event Tenant will give notice, as stipulated above, of its intention to not reuse the Leased Premises at the end of the present term or any renewal or extension thereof, and will fail or refuse so to vacate the same on the date designated by such notice, Landlord, at its option, may treat Tenant as a holdover tenant, in which event Tenant will pay Landlord: (a) as agreed liquidation damages (and not as a penalty) for such wrongful retention, an amount equal to 1.5 times the Minimum Rent and 1.5 times the Additional Rent then in effect for the time Tenant thus remains in possession, and (b) all other direct damages, costs and expenses sustained by Landlord by reason of Tenant’s wrongful retention. If Tenant remains in possession with the consent of Landlord all the terms and conditions of this Lease will continue thereafter with full force precisely as if such notice had not been given and Minimum Rent will be adjusted as set forth in this Section.

30. UTILITIES & SERVICES. Tenant herein will be solely responsible for payment of all utilities used within the Leased Premises. Payments shall be made directly to the utility company if the Leased Premises are separately metered. If the Leased Premises is not separately metered, payments shall be made to the Landlord as part of the common area expense billing as outlined in Paragraph 1.

31. TENANT IMPROVEMENTS.

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32. OPTION(S) TO RENEW. Tenant will have the right, at its option, to renew the Term for two (2) additional period of five (5) years (the “Renewal Term”), on all of the same conditions as are in force immediately prior to the expiration of the Term, except that the Minimum Rent payable during the Renewal Term will be at ninety-five percent (95%) of the fair market value as mutually agreed upon by both parties. If Landlord and Tenant cannot agree on the Fair Market Value, the Fair Market Value shall be established by the following procedure: (1) Tenant and Landlord shall agree on a single MAI certified appraiser who shall have a minimum of ten (10) years experience in real estate leasing in the market in which the Leased Premises is located, (2) Landlord and Tenant shall each notify the other (but not the appraiser) of its determination of such Fair Market Value and the reasons therefore, (3) during the next seven (7) days both Landlord and Tenant shall prepare a written critique of the other’s determination and shall deliver it to the other party, (4) on the ten (10th) day following delivery of the critiques to each other, Landlord’s and Tenant’s determinations and critiques (as originally submitted to the other party, with no modifications whatsoever) shall be submitted to the appraiser, who shall decide whether Landlord’s or Tenant’s determination of Fair Market Value is more correct. The determination so chosen shall determine the rent payable for the Renewal Term (which shall be 95% of the Fair Market Value as selected by the appraiser). The appraiser shall not be empowered to choose any number other than the Landlord’s or Tenant’s. The fees of the appraiser shall be paid by the non-prevailing party. Tenant must provide Landlord with nine (9) months advance written notice regarding its intent to either exercise said Option(s) or to vacate the Premises.

33. RIGHT OF FIRST REFUSAL. Landlord hereby grants Tenant a Right of First Refusal (“Right”) on the remaining ±34,300 SF of space currently leased by Formation, Inc. (“Expansion Space”). Landlord agrees to offer said Expansion Space with a fit-out allowance of $20/SF prorated based on the remaining Term of this Lease. All other terms and conditions for the Expansion Space will mirror this Lease Tenant shall have said Right upon the expiration or earlier termination of the existing lease between Landlord and Formation, Inc., and Landlord covenants that Landlord will not extend or renew the terms of the existing lease with Formations, Inc. beyond its current expiration date of June 30, 2008. Landlord will not lease the Expansion Space to any other person or entity without first notifying Tenant in writing six (6) months prior to the date the Expansion Space will become vacant. Tenant will have thirty (30) days from receipt of notice to inform Landlord in writing of its intent regarding this space, either positively or negatively.

34. NEW MEZZANINE SPACE. Prior to the Commencement Date of this Lease, Landlord agrees to construct +9000 SF of mezzanine level office space which is included in the “Size” noted on Page 1 of Lease. Landlord shall bear all costs to construct this space which will include: structurally sound floor, drop ceiling, HVAC, electric, painted perimeter walls, and installation of exterior perimeter windows on the first and second floor. Tenant acknowledges that the type of windows to be installed along the side of the Building is dependent on information to be provided by a Structural Engineer. The Additional Space shall be constructed by Landlord in a manner and quality consistent with the second floor corner suite currently vacant.

35. EARLY TERMINATION. Landlord hereby grants Tenant the following options to the Early Termination of this Lease.

36. OTHER AREAS OF AGREEMENT. In addition to information contained herein, Landlord and Tenant agree to the following.

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IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals the day and year first above written.

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EXHIBIT A

EXCLUSIONS TO OPERATING EXPENSES

Notwithstanding the foregoing, it is agreed that Annual Operating Costs shall not include:

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