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EXHIBIT 10.1
THIS AGREEMENT is made as of May 1, 2000, by and between Bluestone
Software, Inc., a Delaware corporation (the "Sublandlord"), and Bluestone
Consulting, Inc., a Delaware corporation ("Subtenant").
BACKGROUND
The Sublandlord and the Subtenant are parties to that certain Sublease
Agreement, dated as of April 30, 1997, by and between Sublandlord and Subtenant,
as amended by virtue of an Amendment to Sublease Agreement dated February 1,
2000 (collectively, the "Sublease"). The parties hereto desire to amend the
Sublease as provided herein. Capitalized terms used but not otherwise defined
herein shall have the meanings assigned to such terms in the Sublease.
INTENDING TO BE LEGALLY BOUND, the parties hereto agree as follows:
1. The Sublease is hereby amended to increase the square footage of: (a)
"Subleased Premises" to contain approximately Sixteen Thousand Four
Hundred Thirty Four (16,434) square feet and (b) "Demised Premises" to
contain approximately Forty Thousand Nine Hundred Forty-six (40,946)
square feet.
2. Section 4(e) of the Sublease is hereby amended to increase
"Subtenant's Proportionate Share" to Forty Percent (40%), which has
been determined by dividing the Subleased Premises by the Demised
Premises (16434 / 40,946 =.40) and multiplying such figure by 100%.
3. The Sublease is amended in accordance with Section 14 thereof.
4. Except as specifically amended herein, the Sublease shall remain in
full force and effect in accordance with its terms.
5. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original and all of which shall constitute on
agreement, and the signatures of any party to any counterpart shall be
deemed to be a signature to, and may be appended to, any other
counterpart.
6. This Agreement shall be construed and governed by the laws of the
State of New Jersey.
7. This Agreement shall have an effective date of May 1, 2000.
8. Sublandlord and Subtenant hereby agree that the Subleased Premises and
Subtenant's Proportionate Share shall be increased by approximately
24,512 square feet and 60%, respectively, when Sublandlord completely
vacates the Demised Premises and in no event later than December 31,
2000. Thirty (30) days prior to the sublease of the entire Demised
Premises to Subtenant in accordance with this Section 8, Subtenant and
Sublandlord shall notify Liberty Property Limited Partnership
("Liberty") of the proposed sublease pursuant to Article 18 of the
lease between Liberty and Sublandlord dated September 27, 1993, as
amended from time to time ("Prime Lease") so that Liberty may elect to
recapture the Demised Premises.
9. The consent of Liberty to this Agreement and an Amendment to Sublease
Agreement between Sublandlord and Subtenant dated February 1, 2000 is
attached hereto and incorporated herein as Exhibit "A".
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
BLUESTONE SOFTWARE, INC.
Dated: May 1, 2000 By: /s/ S. Craig Huke
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S. Craig Huke
Senior Vice President and
Chief Financial Officer
BLUESTONE CONSULTING, INC.
Dated: May 1, 2000 By: /s/ Mel Baiada
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Mel Baiada
President
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