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LEASE MODIFICATION AGREEMENT
LANDLORD: LakeCentre Plaza Ltd., LLLP
TENANT: New Frontier Media, Inc.
LEASE: That certain Lease Agreement between Landlord and Tenant dated August 12,
1998, and Lease Modification Agreement dated January 9, 1999, for the premises
known as 5435 Airport Blvd., Suite 100, Boulder, Colorado 80301.
In consideration of the covenants, terms, conditions, agreements and payments as
herein set forth, Landlord and Tenant hereby enter into the following:
CURRENT LEASE EXPIRATION: OCTOBER 1, 2003
NEW LEASE EXPIRATION: OCTOBER 1, 2013
NEW BASE MONTHLY RENT DURING LEASE TERM:
For Period Starting: To Period Ending: A Base Monthly rent of:
-------------------- ----------------- ----------------------
<S> <C> <C>
October 1, 2003 October 1, 2004 $16,520
October 1, 2004 October 1, 2005 $17,181
October 1, 2005 October 1, 2006 $17,868
October 1, 2006 October 1, 2007 $18,583
October 1, 2007 October 1, 2008 $19,326
October 1, 2008 October 1, 2009 $20,099
October 1, 2009 October 1, 2010 $20,903
October 1, 2010 October 1, 2011 $21,739
October 1, 2011 October 1, 2012 $22,609
October 1, 2013 October 1, 2013 $23,513
ADDITIONAL TERMS AND CONDITIONS: See EXHIBIT "B".
TERMINATION DATE OF AMENDMENT OFFER: This Agreement offer expires July 31, 2003
if not executed by tenant and delivered to this office.
OTHER TERMS AND CONDITIONS: All other terms and conditions of the above
referenced Lease dated August 12, 1998, and Lease Modification Agreement dated
January 9, 1999, for the premises known as 5435 Airport Blvd., Suite 100,
Boulder, Colorado, shall remain the same except as modified herein.
LakeCentre Plaza Ltd., LLLP New Frontier Media, Inc.
/s/ William Reynolds /s/ Karyn Miller
BY: William W. Reynolds, Partner BY: Karyn Miller
Dated this 30 day of July 2003.
EXHIBIT "B" TO LEASE MODIFICATION AGREEMENT DATED JULY _____, 2003, BETWEEN
LAKECENTRE PLAZA LTD., LLLP, AS LANDLORD, AND NEW FRONTIER MEDIA, INC., AS
1. Landlord's Construction Obligations. Landlord agrees to upgrade, at
its sole cost and expense, the current electrical transformer servicing the
Leased Premises from 300 KVA to 500 KVA. Landlord shall commence efforts to
procure the new transformer upon execution of this Lease Modification Agreement
and shall cause same to be installed promptly following delivery, at Landlord's
cost and expense.
2. Tenant Improvement Allowance. Landlord shall provide to Tenant a
$500,000.00 allowance for installation of Tenant Improvements (as defined
below). Such allowance shall be funded in installments (not more than one per
calendar month), payable thirty (30) business days following submittal of
invoices to Landlord reflecting the extent of Tenant Improvements completed,
lien waivers for same, and such other evidence as Landlord may reasonably
request to evidence the extent of, and payment for, the Tenant Improvements
completed. Tenant acknowledges that the anticipated cost of Tenant Improvements
will exceed $500,000.00, and that Tenant shall be solely responsible for all
costs and expenses of completing Tenant Improvements in excess of $500,000.00,
and Tenant covenants and agrees to timely pay all such excess amounts and to
provide to Landlord lien waivers showing payment of all such excess amounts.
3. Tenant Improvements. The parties acknowledge and agree that Tenant
has elected to engage its own Contractor(s) and arrange for construction and
installation of Tenant Improvements on Tenant's behalf. "Tenant Improvements"
shall mean all interior walls, partitions, doors, wall coverings, lighting
fixtures, electrical fixtures, outlets and switches, outlets, dropped ceilings,
floor and window coverings, plumbing fixtures and any and all other items that
Tenant desires to have installed in the interior of the Leased Premises
(including, without limitation, all consultant fees and other soft costs
associated with design and delivery of such improvements).
In addition, Tenant shall upgrade the existing electrical transformer
servicing the Leased Premises from 300 KVA to 500 KVA, or install a new
transformer. Tenant shall provide not less than seven (7) days advance written
notice of its intent to install such transformer to Landlord, and to existing
tenants located at 5435 Airport Boulevard and 5445 Airport Boulevard. Tenant
acknowledges that the electrical service to such other tenants shares the use of
existing transformer. Tenant shall therefore take such action as is necessary
during the course of installing the new transformer to provide uninterrupted
utility service to such other tenants, including, if necessary, providing an
auxiliary source of electrical power.
Landlord will provide Tenant a Rent Credit up to $8,000.00 for
transformer upgrade, or installation of a new transformer. This Rent Credit will
be applied after transformer upgrade or new install is completed and Tenant
provides Landlord paid invoice(s) and Lien Waivers for such. Any costs above the
$8,000.00 will be at Tenants sole cost and expense.
Tenant agrees that all contracts with respect to the completion of
Tenant Improvements will include provisions whereby the Contractor, for itself
and its subcontractors, and the subcontractors of each of them, and for all
parties acting through or under each of them will (i) covenant and agree that no
mechanic's liens will be filed by it or any of them against the Leased Premises
or the Building for or on account of any work done or material furnished by said
Contractor or subcontractors and all parties acting through or under any of them
in connection with the Tenant Improvements, and (ii) specifically waive and
relinquish the right to have, file and maintain any mechanic's liens or claim
against the Leased Premises or the Building (provided that such parties need not
waive the right to lien the Tenant Improvements to the extent that same can be
severed from the Leased Premises without harm or damage to the Leased Premises).
Any such contract shall also provide that all subcontracts with subcontractors
and materialmen must contain waiver of lien provisions similar to those required
to be contained in any contract to be executed by Tenant with a Contractor. Said
contract shall also contain language to the effect that said waiver clause is
for the benefit of the Landlord. Any contract pertaining to Tenant Improvements
which does not contain the provisions set forth above, shall be deemed void and
of no force and effect.
Notice is furthermore hereby given that Landlord shall not be liable
for any labor or materials furnished or to be furnished to the Tenant with
regard to Tenant Improvements, and that no mechanic's or other lien for any such
labor or materials shall attach to or affect the reversion or any other estate
or interest of the Landlord in and to the Leased Premises. Subject only to
paragraph 2, above, any and all Tenant Improvement shall be the responsibility
and at the cost of Tenant. Tenant agrees to pay or cause to be paid promptly all
bills and charges for any material, labor or otherwise in connection with or
arising out of any Tenant Improvements, and Tenant agrees to hold Landlord free
and harmless against all liens and claims of liens for labor and materials, or
either of them, filed against the Leased Premises, or any part thereof, and
against any expense or liability in connection therewith. Tenant shall, however,
have the right to contest any mechani