LEASE AGREEMENT

Exhibit 10.1

LEASE AGREEMENT

between

VREELAND SPVEF VENTURE, LLC

Landlord

and

SCO GROUP, INC.

Tenant

Dated: August 5, 2008

Premises: A portion of the Building located at
                                     25 A Vreeland Road, Florham Park, NJ 07932

TABLE OF CONTENTS

EXHIBITS TO LEASE

LEASE AGREEMENT

     THIS AGREEMENT OF LEASE dated August 5, 2008, between VREELAND SPVEF VENTURE, LLC, a Delaware limited liability company having an office address c/o Bergman Realty Corporation, 555 Route One South, Iselin, New Jersey 08830 (hereinafter called “Landlord”) and SCO GROUP, INC. , a                      corporation having an office address of 355 South 520 West, Lindon, Utah 84042 (hereinafter called “Tenant”).

     Landlord hereby leases to Tenant and Tenant hereby rents from Landlord the Demised Premises (hereinafter defined) for the Term (hereinafter defined) and at the rent and on all of the terms and conditions set forth herein. Intending to be legally bound hereunder and in consideration of $1.00 and other good and valuable consideration, Landlord and Tenant hereby agree with each other as follows:

ARTICLE I. BASIC LEASE INFORMATION.

      Section 1.01. Building:

     The Building is located at 25 A Vreeland Road, Florham Park, New Jersey 07932 (‘the Building”) and is part of the two building complex known as FLORHAM PARK CORPORATE CENTER , located at 25 A and B Vreeland Road, Florham Park, New Jersey 07932 (the “Complex”). The Building, Complex and the “Land” (as described in Exhibit A attached hereto) are sometimes referred to collectively as the “Real Estate” or the “Property”.

      Section 1.02. Demised Premises:

     Effective as of the Commencement Date of this Lease (hereinafter defined), the “Demised Premises” shall initially be that portion of the Building leased to Tenant consisting of approximately 9,076 rentable square feet of area (inclusive of allocable Common Areas as defined in Section 2.04 hereof) consisting of (i) approximately 6,830 rentable square feet of area located on the first ( 1st ) floor (the “Initial 1st Floor Premises”), and (ii) approximately 2,246 rentable square feet of area located on the third ( 3rd ) floor (the “3rd Floor Premises”), all as shown outlined in red on the Floor Plan attached hereto as Exhibit B. Effective as of the Expansion Space Effective Date (as defined in Section 4.02 (c) below), the Demised Premises shall be increased by that portion of the Building leased to Tenant consisting of approximately 340 rentable square feet of area located on the first (1st) floor as shown crosshatched and outlined in red on the Floor Plan attached hereto as Exhibit B (the “Expansion Space”) for a total Demised Premises of 9,416 rentable square feet consisting of (i) approximately 7,170 rentable square feet of area located on the first ( 1st ) floor, and (ii) approximately 2,246 rentable square feet of area located on the third ( 3rd ) floor. The Demised Premises includes any alterations, additions or repairs made thereto. This computation of rentable square footage shall be binding and conclusive on the parties, and their successors and assigns.

      Section 1.03. Base Rent:

     Base Rent shall be payable in equal monthly installments as follows (subject to adjustment pursuant to Sections 5.02 and 5.03 hereof):

Notwithstanding the foregoing, Tenant shall receive a rent abatement in the amount of $16,639.33 for the first full calendar month of the Term. In the event the Commencement Date (as defined below) shall occur on a day other than the first day of a calendar month, then the Base Rent for that month shall be pro-rated based on a thirty (30) day month.

      Section 1.04. Security Deposit:

     Tenant has deposited with Landlord the sum of TWO HUNDRED TWENTY-FIVE THOUSAND AND 00/100 ($225,000.00) DOLLARS as the Security Deposit, to be governed by Section 5.05 hereof. Tenant shall have the right to substitute an irrevocable letter of credit (“Letter of Credit”) for the cash security deposit, subject to Landlord’s reasonable approval of (i) the institution or bank issuing said Letter of Credit, and (ii) the form of the Letter of Credit. Provided Tenant is not in default of the Lease, and Tenant has demonstrated a prompt payment record, then Landlord agrees to return a portion of the Security Deposit in the amount of $45,000.00 after each of the thirteenth (13th), twenty-fifth (25th), thirty-seventh (37th) and forty-ninth (49th) months anniversaries of the Commencement Date, which will leave remaining balances of $180,000.00, $135,000.00, $90,000.00 and $45,000.00, respectively, on each of said anniversaries (or in the event Tenant provided a Letter of Credit in lieu of the cash Security Deposit, Landlord shall return the original Letter of Credit to Tenant within thirty (30) days following receipt of a substitute Letter of Credit from Tenant).

      Section 1.05. Term:

     The Term of this Lease shall be sixty-one ( 61 ) months plus the remaining number of days in the month on which the Commencement Date (hereinafter defined) occurs if such date is other than the first day of the month. The last day of the Term shall be the Expiration Date (hereinafter defined). The Commencement Date shall be confirmed between Landlord and Tenant by means of a “Commencement Date Memorandum” (attached hereto as Exhibit G).

      Section 1.06. Tenant’s Pro Rata Share:

     Tenant’s Pro Rata Share shall be the ratio of the total rentable square footage of the Demised Premises to the total square footage of the Building. The Landlord and Tenant have determined that Tenant’s Pro Rata Share shall initially be 8.04% based upon the Building rentable area of 112,922 square feet. As of the Expansion Space Effective Date, Tenant’s Pro Rata Share shall be increased by 0.30% (to reflect the addition of the Expansion Space) for a total Tenant’s Pro Rata Share of 8.34% . This determination of Tenant’s Pro Rata Share shall be binding and conclusive on the parties, and their successors and assigns.

      Section 1.07. Tenant’s Electricity Charge:

     Upon the Commencement Date hereof, the Tenant Electricity Charge is based upon the rate of ONE and 75/100 ($1.75/sq.ft.) Dollars per rentable square foot per annum (subject to adjustment pursuant to Section 8.02). The Tenant Electricity Charge shall be payable in monthly installments as follows (subject to adjustment pursuant to Section 8.02):

ARTICLE II. DEFINITIONS.

     As used herein, the terms below have the following meanings:

      Section 2.01. Assessed Valuation:

     The Assessed Valuation of the Real Estate, including any added and/or omitted assessments, when fully assessed, as such is determined by final administrative proceedings by an appropriate taxing authority.

      Section 2.02. Base Year:

     The Base Year for determining Tax Increase Amounts and Operating Cost Increase Amounts shall be the calendar year 2008 .

      Section 2.03. Commencement Date:

     The target Commencement Date of this Lease shall be September 15, 2008 , subject to adjustment pursuant to Section 4.02 hereof.

      Section 2.04. Common Area:

     Without limitation, the hallways, entryways, stairs, vending area, elevators, driveways, sidewalks, parking areas, loading areas, trash facilities, and all other areas and facilities of the Building and the Land provided and designated from time to time by Landlord for the general nonexclusive use and convenience of Tenant with other tenants and their respective employees, invitees, licensees or other visitors.

      Section 2.05. Mortgage:

     Any mortgage, deed to secure debt, trust indenture, or deed of trust which may now or hereafter affect, encumber or be a lien upon the Demised Premises, the Building, the Land, and any spreading agreements, renewals, modifications, consolidations, replacements and extensions thereof. Landlord’s current mortgagee as of the date hereof is: JP Morgan Chase Bank N.A. (“Mortgagee”).

      Section 2.06. Operating Cost Base:

     The total dollar amount of Building Operating Costs incurred during the Base Year.

      Section 2.07. Operating Year:

     Operating Year shall mean any calendar year.

      Section 2.08. Parking Area:

     Those portions of the Real Estate designated for parking by Landlord, which Landlord may assign and re-assign from time to time. As of the Commencement Date, Tenant shall initially be permitted to use a total of thirty-two ( 32 ) parking spaces in common with other tenants of the Building to be governed by Section 11.04 hereof, which is based upon a parking ratio of three and a half (3.5) parking spaces for each 1,000 square feet of rentable area then being leased hereunder. As of the Expansion Space Effective Date, Tenant’s parking allocation shall be increased by one ( 1 ) parking space to reflect the addition of the Expansion Space, at which time Tenant shall be permitted to use a total of thirty-three ( 33 ) parking spaces in common with other tenants of the Building to be governed by Section 11.04 hereof, which is based upon a parking ratio of three and a half (3.5) parking spaces for each 1,000 square feet of rentable area then being leased hereunder.

      Section 2.09. Real Estate Tax Base:

     The dollar amount of real estate taxes payable during the Base Year, determined by multiplying the Assessed Valuation by the tax rate.

      Section 2.10. Rent:

     Base Rent, Tenant’s Electricity Charge, Tax Increase Amount, Extra Taxes, Operating Cost Increase Amount (each as defined herein) and any other charges payable to Landlord hereunder.

      Section 2.11. Tax Year:

     Tax Year shall mean any calendar year.

      Section 2.12. Taxes:

     All real estate taxes, charges and assessments imposed upon the Real Estate. If any franchise, capital stock, capital gains, rent, income, profit or any other tax or charge shall be substituted in whole or in part for the current ad valorem Taxes now or hereafter imposed upon the Real Estate due to a change in the method of taxation or assessment, such franchise, capital stock, capital gains, rent, income, profit or other tax or charge shall be deemed included as Taxes.

      Section 2.13. Tenant’s Agents:

     Includes Tenant’s employees, servants, licensees, subtenants, assignees, contractors, heirs, successors, legatees, and devisees.

ARTICLE III. PREPARATION OF THE DEMISED PREMISES.

      Section 3.01. Tenant Work:

     (a) Within ten days (10) after the date of this Lease (if applicable), Tenant shall submit to Landlord completed interior design drawings, layouts and interior finish specifications for the preparation of the Demised Premises. Landlord, at its sole cost and expense, shall cause to be prepared all working, detailed construction drawings and specifications for the Tenant Work (as hereinafter defined) which shall become a part of this Lease and referred to as the “Plans and Specifications”. The Tenant Work is described in the Tenant Improvement Workletter annexed hereto as Exhibit C, which sets forth in detail the parties’ understanding regarding the scope of work to be provided to Tenant by Landlord (“Tenant Work”) and consists of the Initial 1st Floor Tenant Improvement Work (as defined in Exhibit C), the 3rd Floor Tenant Improvement Work (as defined in Exhibit C) and the Expansion Space Tenant Improvement Work (as defined in Exhibit C).

     (b) Landlord shall complete the construction of the Tenant Work, in accordance with the Tenant Improvement Workletter, in the following manner:

          (i) Landlord shall arrange for the performance of the 3rd Floor Tenant Improvement Work on or prior to the Commencement Date and shall arrange for the performance of the Initial 1st Floor Tenant Improvement Work and the Expansion Space Tenant Improvement Work after the Commencement Date;

          (ii) Within a reasonable time consistent with the target Commencement Date, after completion of the Plans and Specifications (if required), which shall be approved and initialed by Tenant, Landlord shall apply to the appropriate governmental authorities for any construction permit(s) which may be required in connection with Landlord’s performance of Tenant Work.

          (iii) Within a reasonable time consistent with the target Commencement Date, after the issuance of such construction permit(s), or if no permit is required, within a reasonable time after the execution of this Lease, Landlord shall commence to perform Tenant Work and shall diligently prosecute such work to completion. Landlord shall perform all work provided for in the Plans and Specifications (or in accordance with Exhibit C if no Plans and Specifications are required) in compliance with the applicable Building Codes and in a good and workmanlike manner. Tenant shall advise Landlord immediately in writing of any objection to the performance of the Tenant Work.

          (iv) Landlord shall arrange for any inspections and shall apply for and obtain any Certificate of Occupancy required by any governmental authority.

          (v) If prior to or during construction, Tenant elects to change the scope of Tenant Work (“Work Changes”) and/or Tenant requests additional work (“Additional Work”) other than Tenant Work to be performed in the Demised Premises, then provided such Work Changes or Additional Work adds to Landlord’s estimated costs, Tenant shall pay for any additional costs in advance of the Additional Work or Work Changes and upon receipt of invoice from Landlord.

          (vi) In the event of a default by Tenant in any payment required on account of Tenant’s Work, Work Changes or Additional Work costs prior to Tenant’s occupancy of Demised Premises, Landlord shall, in addition to all other legally allowable remedies, have the same rights as in the case of an Event of Default in Rent under the Lease.

          (vii) To the extent necessary, Tenant shall be responsible for moving all business equipment, furniture and all personal property (files, wall hangings, valuables, etc.) as may be required in connection with Landlord commencing and performing any of the Tenant Work.

      Section 3.02. Tenant’s Early Access:

     (a) Landlord shall permit Tenant to enter the Demised Premises before the Commencement Date the sole purpose of inspection, and for the installation of Tenant’s telephone, computer or other data communication wiring, equipment and furniture.

     (b) If Tenant is permitted access to the Demised Premises prior to the Commencement Date, it shall be at Tenant’s sole risk. Landlord may, but need not, grant Tenant a license for access to the Demised Premises to Tenant or its workmen to perform Additional Work. If the Tenant’s Agents begin to perform Additional Work, the foregoing license is conditioned upon Tenant’s Agent not interfering with Landlord’s employees and/or agents or the workmen of any other tenant. This license may be withdrawn by Landlord at any time, upon written notice to Tenant if Tenant interferes with Landlord’s prosecution of Tenant’s Work. Such entry shall be subject to all of the terms, covenants, provisions and conditions of this Lease. Landlord shall not be liable in any way for any injury, loss or damage occurring as a result of Tenant’s early access to the Demised Premises. Landlord shall have the right to impose such additional conditions on Tenant’s early entry as Landlord, in its sole discretion, deems appropriate.

      Section 3.03. Insurance Covering Work By Tenant:

     Tenant shall not make or cause to be made any alterations, repairs or installations, or perform Additional Work or any other work to or on the Demised Premises unless Tenant or Tenant’s contractor, shall obtain and have in force during the performance of such work, General Liability and Worker’s Compensation insurance (for each and every contractor performing work in or about the Demised Premises). Such policies shall provide for the coverage amounts described in Section 14.02 hereof, and shall be non-cancelable without ten (10) days prior notice to Landlord by the insurance company. Tenant shall supply Landlord with copies of the Certificates of Insurance.

      Section 3.04. No Representation:

     Landlord has made and makes no representations, covenants or warranties with respect to the Demised Premises, the Building or the Real Estate except as expressly set forth in this Lease.

ARTICLE IV. TERM.

      Section 4.01. Term:

     The Term of this Lease shall commence on the Commencement Date and shall expire on the Expiration Date unless sooner terminated pursuant to the terms hereof.

      Section 4.02. Commencement Date:

     (a) The Commencement Date shall be targeted for the date set forth in Section 2.03 hereof, but shall be the earlier of: (i) the date on which the 3rd Floor Tenant Improvement Work (as defined in Exhibit C) is substantially completed and Tenant can take occupancy of the Demised Premises; or (ii) the day on which Landlord obtains a Certificate of Occupancy (temporary or final) or other form of governmental approval permitting Tenant’s occupancy of the 3rd Floor Premises; or (iii) the day on which Tenant takes occupancy of any portion of the Demised Premises; provided that Landlord is not unreasonably delayed in the completion of 3rd Floor Tenant Improvement Work due to Tenant’s Work Changes to the Plans and Specifications, Additional Work requests or Tenant’s delays in giving necessary approvals, in which case the Commencement Date will be accelerated by the

number of any such days of delay. Landlord shall inform Tenant of the anticipated date on which it expects to substantially complete the 3rd Floor Tenant Improvement Work and/or receive a Certificate of Occupancy (temporary or final).

     (b) After the commencement of the Term, Landlord and Tenant shall promptly execute, acknowledge and deliver to each other the Commencement Date Memorandum attached hereto as Exhibit G, which confirms the actual Commencement and Expiration Dates of the Lease.

     (c) The Expansion Space Effective Date shall be the earlier of: (i) the date on which the Expansion Space Tenant Improvement Work (as defined in Exhibit C) is substantially completed and Tenant can take occupancy of the Expansion Space; or (ii) the day on which Landlord obtains a Certificate of Occupancy (temporary or final if required) or other form of governmental approval permitting Tenant’s occupancy of the Expansion Space; or (iii) the day on which Tenant takes occupancy of any portion of the Expansion Space; provided that Landlord is not unreasonably delayed in the completion of Expansion Space Tenant Improvement Work due to Tenant’s Work Changes to the Plans and Specifications, Additional Work requests or Tenant’s delays in giving necessary approvals, in which case the Expansion Space Effective Date will be accelerated by the number of any such days of delay. Landlord shall inform Tenant of the anticipated date on which it expects to substantially complete the Expansion Space Tenant Improvement Work and/or receive a Certificate of Occupancy (temporary or final).

      Section 4.03. Expiration Date:

     The Expiration Date shall be the last day of the Term as set forth in Section 1.05 from the Commencement Date. If this Lease is canceled or terminated prior to the Expiration Date by reason of an Event of Default (as hereinafter defined), Tenant’s liability under the provisions of this Lease shall continue as set forth in Article XVI hereof.

ARTICLE V. RENT.

      Section 5.01. Base Rent:

     Tenant shall pay Base Rent to Landlord, in the amount set forth in Section 1.03, without notice or demand, in equal monthly installments beginning on the Commencement Date (except that the first monthly installment shall be due upon the execution of this Lease). If the Commencement Date is a day other than the first day of the month, the first installment shall be prorated for each day commencing with the Commencement Date up to and including the last day of that month. Each subsequent installment shall be due on the first day of each month during the Term. If the Expiration Date occurs on a day other than the last day of any month, Base Rent for the last month of the Term shall be pro-rated in the same manner.

      Section 5.02. Tax Increase Amount:

     (a) As used in this Section, Taxes shall be defined as set forth in Section 2.12.

     (b) In addition to Base Rent and all other charges Tenant is required to pay hereunder, Tenant shall pay the “Tax Increase Amount” (as hereinafter defined) to Landlord as follows:

          (i) If the Taxes for any Tax Year and/or the estimated Taxes for any ensuing Tax Year during the Term of this Lease (after the Assessed Valuation has been established), shall be greater than the Real Estate Tax Base, then Tenant shall pay to Landlord, as Additional Rent and as provided in paragraph (ii) below, the “Tax Increase Amount” determined by multiplying the difference between the Taxes for the applicable Tax Year and the Real Estate Tax Base by Tenant’s Pro Rata Share. Notwithstanding the foregoing, there shall be no Tax Increase Amount due during Tenant’s first twelve (12) months of occupancy.

          (ii) Within ninety (90) days (or as soon as practicable) after Landlord receives the final tax bill(s) for each Tax Year (after and including the year in which the Assessed Valuation has been established), Landlord shall submit to Tenant a statement (the “Tax Statement”), which shall indicate: (i) the total annual Taxes for such Tax Year, (ii) the Tax Increase Amount due for said Tax

Year, if any, which Tenant shall pay to Landlord within thirty (30) days after the issuance of the Tax Statement (iii) the estimated annual increase (or decrease) in the Taxes for the ensuing Tax Year as reasonably determined by Landlord, (iv) the estimated Tax Increase Amount due from Tenant for the ensuing Tax Year to be paid monthly on a one-twelfth (1/12) basis, together with the Base Rent until the next Tax Statement is issued for the following Tax Year, (v) any overpayment made by Tenant of any estimated Tax Increase Amount for such Tax Year, in which case Landlord shall either refund the excess amount to Tenant, or credit the excess amount against the estimated Tax Increase Amount due for the ensuing Tax Year (to the extent there are any) as shown on the Tax Statement, and (vi) any Extra Taxes due as set forth below. Any Tax Increase Amount for a period of less than a full Tax Year shall be ratably apportioned.

     (c) Tenant shall be liable for any portion of the Taxes, charges and assessments imposed upon the Real Estate during the Term of this Lease which are attributable to extraordinary improvements in the Demised Premises or the Building constructed at Tenant’s expense and for which the taxing authority has assigned an increase in valuation in computing the Assessed Valuation (“Extra Taxes”). Tenant shall pay to Landlord such Extra Taxes within thirty (30) days after issuance of the Tax Statement as set forth above. Any Extra Taxes due for a period of less than a full year shall be ratably apportioned. Tenant shall not be liable for any Extra Taxes attributable to the extraordinary improvements constructed for any other tenant for which the taxing authority has assigned an increase in valuation in computing the Assessed Valuation.

     (d) Tenant’s obligations for payment of Tax Increase Amount or Extra Taxes during the Term shall survive the expiration or early termination of this Lease.

      Section 5.03. Operating Cost Increase Amount:

     (a) Tenant hereby agrees that for each Operating Year during the Term of this Lease for which the Operating Costs (as hereinafter defined) shall be budgeted to exceed the Operating Cost Base (excluding extraordinary and nonrecurring expenses incurred during any Operating Year), Tenant shall pay to Landlord, as Additional Rent and in the manner further provided in this Section 5.03, an amount (the “Operating Cost Increase Amount”) determined by multiplying the difference between the budgeted Operating Costs for the applicable Operating Year and the Operating Cost Base by Tenant’s Pro Rata Share. Within ninety (90) days after the commencement of each Operating Year or as soon as practicable thereafter, except for the Base Year, Landlord shall present to Tenant a statement (the “Operating Statement”) showing, inter alia , the Operating Cost Increase Amount, if any, due hereunder (the date upon which the Operating Statement is presented to Tenant being hereinafter referred to as the “Billing Date”). Within twenty (20) days of the Billing Date Tenant shall pay the ratable portion of the Operating Cost Increase amount for the portion of the Operating Year through and including the last day of calendar month in which such payment is made. Thereafter, Tenant shall pay the Operating Cost Increase Amount monthly on a one-twelfth (1/12) basis which shall be added to and paid simultaneously with the Base Rent. On the next Operating Statement, Landlord will provide the actual Operating Costs for the prior Operating Year. If the actual Operating Costs are greater than the budgeted Operating Costs for that Operating Year (“underpayment”), then Tenant shall pay its Pro Rata Share of the difference to Landlord within thirty (30) days after the Billing Date. If the actual Operating Costs are less than the budgeted Operating Costs for that Operating Year (“overpayment”), but in no event less than the Operating Cost Base, then Landlord shall have the option of either (1) refunding the excess amount to Tenant within thirty (30) days after the Billing Date or (2) crediting the excess amount against the next Operating Cost Increase Amount due, if any, as shown on the Operating Statement. Each Operating Statement shall indicate (i) the Operating Cost Increase Amount for the current year; (ii) the difference between the actual Operating Costs and the budgeted Operating Costs for the preceding Operating Year; (iii) the total Operating Cost Increase Amounts paid by Tenant hereunder for the account of the preceding Operating Year, if applicable; and (iv) the amount of any overpayment or underpayment by Tenant on account of the Operating Increase Amount for the preceding Operating Year. Notwithstanding the foregoing, there shall be no Operating Cost Increase Amount due during Tenant’s first twelve (12) months of occupancy.

     (b) Each Operating Statement furnished by Landlord to Tenant shall be certified by Landlord as true and correct. If Tenant disputes the amount or characterization of any item contained in the Operating Statement by giving written notice thereof to Landlord within ninety (90) days of Tenant’s

receipt of the Operating Statement, Tenant shall have the right to review Landlord’s books or designate a firm of independent certified public accountants to audit Landlord’s records upon which the Operating Statement is based, provided Tenant pays all sums due as shown on the Operating Statement prior to any audit. Such audit shall be conducted promptly after Tenant’s notice of dispute is given to Landlord. The fee for any audit conducted on Tenant’s behalf shall be borne solely by Tenant, unless the audit discloses that Landlord’s Operating Statement overstated Operating Costs by more than five (5%) percent, in which event Landlord shall forthwith reimburse Tenant for the cost of Tenant’s audit. Landlord shall have the right, at its sole expense, to have Tenant’s audit reviewed by a mutually agreed upon reputable third party certified public accountant, whose determination shall be based upon generally accepted accounting principles and which shall be conclusive and binding on both Landlord and Tenant. If, as a result of Tenant’s inspection of Landlord’s books or the audit of Landlord’s records and review by an independent certified public accountant, an error is discovered in the Operating Statement, Landlord shall revise the Operating Statement accordingly and any overpayment by Tenant shall be refunded by Landlord to Tenant forthwith and any underpayment shall be paid by Tenant on demand. Any audit and subsequent adjustment in payment shall be deemed to be conclusive of settlement of the dispute. If Tenant does not notify Landlord of a dispute within ninety (90) days of receipt of any Operating Statement, Tenant shall be deemed to have accepted Landlord’s Operating Statement.

     (c) The “Operating Costs” shall include each and every expense incurred in connection with the ownership, administration, management, operation, maintenance and repair of the Real Estate, or reasonably charged by Landlord if Landlord performs management services in connection with the Real Estate, including management, consulting, legal and accounting fees, and further, including but not limited to, wages, salaries and fees paid to persons either employed by Landlord or engaged as independent contractors in the operation of the Real Estate, and such other typical items of expense as indicated in Subsection (d) below. If any person or independent contractor is employed with respect to more properties than the Real Estate, the wages, salaries or fees paid therefor shall be allocated based on time spent by such person or contractor on matters relating to the Real Estate or the degree of responsibility for the Real Estate compared to the other properties involved.

     (d) Some of the typical items of expense which comprise or may comprise, the Operating Costs, but not by way of limitation, are or may be the following, but only to the extent that they relate solely or are properly allocated to the Real Estate.

          (i) Repairs and maintenance including the cost of materials and supplies;

          (ii) Utility costs, including but not limited to gas, electricity (other than Tenant Electricity Charges) and water and sewer charges;

          (iii) Cleaning costs, including but not limited to, windows, the Demised Premises and Common Areas;

          (iv) Service contracts including but not limited to elevators, HVAC, janitorial and window cleaning, rubbish removal, exterminating, and towel service;

          (v) Costs of landscaping and snow removal;

          (vi) Cost of decorating and redecorating Common Areas;

          (vii) Wages, salaries and other compensation, including taxes, insurance, retirement, fringe benefits, uniforms payable to employees, but not above the level of Building Manager;

          (viii) Reasonable fees and other compensation payable to independent contractors or other agents of Landlord;

          (ix) Cost of Landlord’s insurance, including but not limited to, fire and extended coverage, public liability and property, rental value insurance (including Base Rent, estimated Tax Increase Amount and estimated Operating Cost Increase Amount), elevator, worker’s compensation, boiler and machinery insurance;

          (x) Reasonable auditing, accounting, attorneys’ and consultants fees and disbursements incurred in connection with the maintenance and operation of the Real Estate;

          (xi) A reasonable industry standard management fee for providing property management services (3% to 5% of gross building receipts), whether or not performed by Landlord, its employees, agents or servants or performed by an independent management company;

          (xii) Any other expenses of any kind whatsoever reasonably incurred in managing, operating, maintaining and repairing the Real Estate;

          (xiii) The cost, if any, of non-tenant area capital improvements installed by Landlord after the completion of the Building. The cost of any such capital expenditure shall be amortized over the useful life of such improvements, with that portion of the cost attributable to any Operating Year to be included in the Operating Costs for that Operating Year in accordance with generally accepted accounting principles (GAAP); provided, however, that no capital improvements shall be included in the calculation of Operating Costs during the initial Lease Term unless they are (i) are required by reason of laws, codes or ordinances, or (ii) are made in order to reduce Operating Expenses, improve operating efficiencies or are otherwise intended as a cost saving measure; and

          (xiv) The cost of compliance by Landlord with all laws, rules, regulations, ordinances or requirements of the Federal, State or Municipal government, or of any department, subdivision, bureau or office thereof, or of any other governmental, public or quasi-public authorities now existing or hereafter created, provided that the cost thereof shall be amortized over the normal useful life of the improvement(s) made as determined by Landlord in accordance with generally accepted accounting principles.

     (e) The term “Operating Costs” shall not include or be deemed or construed to include:

          (i) Costs incurred in connection with, or to correct defects in, the construction of the Building, the Building’s systems or equipment or the initial development of the Real Estate;

          (ii) Costs for which Landlord is reimbursed by its insurer, any tenant’s insurer, any tenant or under any warranty;

          (iii) Costs attributable to improvements to the Demised Premises or the premises of other tenants in the Building;

          (iv) Costs, expenses or expenditures relating to the enforcement of duties, liabilities or obligations of other tenants in the Building;

          (v) Interest, principal or other payments on mortgages, ground leases or other debt costs;

          (vi) Depreciation on the Building;

          (vii) Taxes;

          (viii) Costs, which are paid directly by any tenant;

          (ix) Cost of Tenant Electricity Charges as defined in Section 8.02(a) for which Landlord is reimbursed by Tenant or any other tenants in the Building; and

          (x) Costs incurred by Landlord to lease space to new tenants or to retain existing tenants, including, without limitation, leasing commissions, space or planning costs, tenant improvement costs or allowances, advertising and promotional expenditures, and legal expenses in connection with lease negotiations.

          (xi) The costs of repairs or restoration necessitated by condemnation or casualty damage, other than a customary deductible;

          (xii) Expenses incurred by Landlord to resolve disputes, enforce or negotiate lease terms with prospective or existing tenants, or in connection with any financing or sale of the Property;

          (xiii) Landlord’s general partnership or corporate overhead and general administrative expenses, except if it is solely for the Building;

          (xiv) Cost to correct any penalty or fine incurred by Landlord due to Landlord’s violation of any federal, state, or local law or regulation;

          (xv) any bad debt loss, rent loss or reserves for the same;

          (xvi) fees or compensation paid to Landlord, or to Landlord’s subsidiaries or affiliates, for services in or to the Real Estate to the extent that they exceed the competitive market charges for comparable services rendered by an unaffiliated third party of comparable skill, competence and reputation;

          (xvii) Costs arising from the presence of Hazardous Substances (as defined in Article 20 hereof) in, under, on or about the Demised Premises, Building or Real Estate, to the extent such Hazardous Substances were not first deposited thereon by Tenant or any Tenant Agent after the date of this Lease;

          (xviii) Costs incurred to make or install any capital improvements, other than the capital expenditures described in Section 5.03(d)(xiii) above (payable on an amortized basis);

          (xix) Rentals and other related costs incurred in leasing systems and equipment ordinarily considered to be capital investments or expenditures;

          (xx) Costs not accruing during the Term of this Lease;

          (xxi) Landlord’s home office accounting fees other than those specifically incurred in connection with the Building;

          (xxii) Costs incurred in performing any work or furnishing services for any tenant (including Landlord), whether or not at such tenant’s expense, and costs of performing work or furnishing services for tenants other than Tenant, to the extent that such work or service is in excess of any work or service that Landlord is obligated to furnish to Tenant at Landlord’s expense.

          (xxiii) Costs of works of art or decorations to the Building; and

          (xxiv) Costs or expenses allocable to any retail space.

     (f) Landlord and Tenant agree that with respect to all Building Operating Costs, the actual costs thereof for the Operating Cost Base, and for each Operating Year thereafter, shall be adjusted to reflect all Building Operating Costs for a full year and at one hundred (100%) percent occupancy.

     (g) Tenant’s obligations for payment of Building Operating Costs during the Term shall survive the expiration or early termination of this Lease.

      Section 5.04. Payment of Rent or Additional Rent:

     (a) Rent, including Tax Increase Amounts, Extra Taxes, Operating Cost Increase Amounts, Tenant’s Electricity Charge, or any other charges payable hereunder (“Additional Rent”) shall be paid on the first day of each calendar month in lawful currency of the United States without notice, demand, counterclaim, offset, deduction, defense, or abatement.

     (b) All Rent or Additional Rent payable under this Lease shall be payable to Landlord at its address as set forth in Section 21.04 or at such other address as Landlord shall designate by giving notice to Tenant.

     (c) If Tenant shall fail to pay Base Rent, Additional Rent, Tax Increase Amounts, Operating Cost Increase Amounts, Extra Taxes, Tenant’s Electricity Charge or any other charges payable hereunder, whether or not the same are called Rent or Additional Rent, Landlord shall have all remedies provided for in the Lease or at law as in the case of nonpayment of Rent. Tenant’s obligations (accruing during the term) under Article V and Article XXI hereof shall survive the expiration of earlier termination of this Lease.

      Section 5.05. Security Deposit:

     (a) The sum which is set forth in Section 1.04 which Tenant has deposited with Landlord is security for the full and faithful performance by Tenant of all its obligations under this Lease or in connection with this Lease. If an Event of Default (as herein defined) has occurred, Landlord may use, apply or retain the whole or any part of the Security Deposit in such order and in such combination as Landlord elects, for the payment of (i) Rent or any other sums of money which Tenant may not have paid or which may become due after the occurrence of the Event of Default; (ii) any sum expended by Landlord on Tenant’s behalf in accordance with the provisions of this Lease; or (iii) any sum which the Landlord may expend or be required to expend by reason of such Event of Default, including any damages or deficiency in the reletting of the Demised Premises in connection with Article XVI hereof. In the case of every such application or retention during the Lease Term, Tenant shall, on demand, pay to Landlord a sum equal to that so applied or retained, which shall be added to the Security Deposit so that the same shall be restored to its original amount. Landlord may use, apply or retain the whole or any part of the Security Deposit for the repair of damage to the Demised Premises upon Tenant’s surrender of the Demised Premises on the Expiration Date. The use, application or retention of the Security Deposit or portion thereof by Landlord shall not prevent Landlord from exercising any other right or remedy provided for hereunder or at law and shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled.

     (b) The Security Deposit shall bear no interest; and if legally permissible, Landlord shall be entitled to commingle the Security Deposit with Landlord’s other funds.

     (c) If Tenant shall fully and faithfully comply with all of the provisions of this Lease, the Security Deposit or any balance thereof shall be returned to Tenant within thirty (30) days after the Expiration Date or upon any later date after which Tenant has vacated the Demised Premises. In the absence of evidence satisfactory to Landlord of any assignment of the right to receive the Security Deposit or the remaining balance thereof, Landlord may return the Security Deposit to the original Tenant regardless of one or more assignments of Tenant’s interest in such Security Deposit. In such event, upon the return of such Security Deposit or balance thereof to the original Tenant, Landlord shall be completely relieved of liability hereunder.

     (d) Tenant covenants and agrees that it shall not assign, pledge, hypothecate, mortgage or otherwise encumber the Security Deposit during the term of the Lease.

     (e) The Security Deposit may be transferred to any purchaser of Landlord’s interest in the Building or the Real Estate, and upon such transfer, Landlord shall be relieved of any obligation with respect thereto.

ARTICLE VI. SIGNS.

      Section 6.01. Building Directory(s) Signage:

     Landlord shall provide a directory of tenants in the entrance lobby area of the Building and a floor directory of tenants on each of the floors (if applicable), which shall include Tenant’s name.

      Section 6.02. Tenant Door Signage:

     (a) At Tenant’s request, Landlord shall order and install the Building standard door signage bearing Tenant’s name (to the extent a standard door signage system exists in the Building), which shall be the only signage permitted on the exterior of the Demised Premises; otherwise Tenant may install its own door signage graphics subject to Landlord’s prior review and approval, not to be unreasonably withheld, conditioned or delayed.

     (b) Tenant shall reimburse Landlord for all costs associated with Tenant’s door signage, or any requested future changes, including any permits or licenses which may be required.

     (c) Tenant shall not have the right to install or maintain any signs in or about the Real Estate or visible from the outside window of the Demised Premises.

     (d) Landlord shall have the right to temporarily remove any sign in order to paint, or to make repairs, alterations or improvements in or upon the Building or Demised Premises, at its expense, and shall thereafter reaffix same, at its expense. At the expiration of the Term, the Tenant shall, at Tenant’s sole cost and expense, remove all signs and restore the area in which they were affixed to its prior condition.

ARTICLE VII. REPAIRS, ALTERATIONS, COMPLIANCE, SURRENDER.

      Section 7.01. Repairs and Maintenance by Landlord:

     Landlord shall make or cause to be made necessary repairs and maintenance to the Common Areas of the Building. Landlord shall make or cause to be made necessary repairs, replacements and maintenance to the Building or Real Estate including the roof, foundation, floors, exterior walls, windows, any load-bearing interior walls of the Demised Premises; and the electrical, plumbing, HVAC and mechanical systems, except for any damage to the Building or Real Estate caused by (i) any act, omission or negligence of Tenant, Tenant’s agents or invitees; (ii) the failure of Tenant to perform or comply with any terms, conditions or covenants in this Lease; or (iii) any alterations, installations, additions or improvements made or to be made by Tenant. Damage set forth in (i), (ii) and (iii) will be repaired by Landlord at Tenant’s expense.

      Section 7.02. Repairs and Maintenance by Tenant:

     (a) Tenant shall take good care of the Demised Premises. Except for the repairs and other work to be performed by Landlord as set forth in this Lease, Tenant, at its expense, shall promptly make all repairs in and about the Demised Premises as shall be required by reason of (i) the performance or existence of work performed or to be performed by Tenant, (ii) the installation, use or operation of Tenant’s property in the Demised Premises, (iii) the moving of Tenant’s property in or out of the Building or (iv) the misuse or neglect of Tenant or any of its employees, agents or contractors. Except for repairs Landlord is specifically obligated to make, Tenant, at its expense, shall be responsible for all repairs, maintenance and replacements within the Demised Premises, including the replacement of lights and fluorescent bulbs and ballasts which shall be performed by Landlord and reimbursed by Tenant. Tenant shall notify Landlord of all repairs made by Tenant exceeding ten thousand ($10,000) dollars in cost. Tenant shall not remove blinds from windows. In making repairs, Tenant shall observe and comply with all requirements, laws or regulations of any applicable public authority and the terms and conditions of all insurance policies required by Article XIV relating to or affecting the Real Estate.

     (b) Tenant shall be responsible and liable for all damages to the Demised Premises and the Building or any part thereof attributable to the fault, negligence or misuse of Tenant, its agents employees or servants.

      Section 7.03. Approval by Landlord of Improvements:

     After completion of Tenant’s Work, Tenant may not make alterations, additions or improvements to the Demised Premises (“Alterations”), or any part, (other than interior improvements or alterations of a decorative nature), without the prior written consent of Landlord, not to be unreasonably withheld or delayed, if the reasonable cost of such alterations, additions or improvements exceeds five thousand ($5,000) dollars or includes any HVAC work, plumbing work, mechanical work or electrical work or any structural alterations. Prior to starting any work, Tenant furnish Landlord with (i) copies of any plans and specifications, (ii) any permits that may be required by law for performing such work or improvements and (iii) copies of certificates of

insurance, for the coverage amounts required herein, for each and every contractor and/or vendor performing work in or about the Demised Premises for Tenant. In all events, Landlord shall be permitted to approve, at its sole and absolute discretion, the contractors to be used by Tenant for HVAC work, plumbing work, mechanical work or electrical work, which approval shall not be unreasonably withheld or delayed. Any permitted Alterations shall be performed in a good and workmanlike manner and using Building standard or better quality materials in accordance with all requirements of any applicable governmental authority, the terms and conditions of all required insurance policies and any other provisions relating to Tenant’s work herein contained. In no event shall Tenant make any Alterations of the outside dimensions of the Building or the existing bearing walls and columns, exterior walls, roof, structural ceiling or foundations. As a condition of Landlord’s approval of any Alterations, Landlord shall have the right to require Tenant to restore the Demised Premises to the conditions prior to any Alterations. Landlord shall notify Tenant at the time Landlord grants its consent to the Alterations whether Tenant shall be required to restore the Demised Premises to the conditions prior to any Alterations.

      Section 7.04. Emergency Repairs:

     If, in an emergency, it shall become necessary to make any repairs or replacements otherwise required to be made by Tenant, Landlord may enter the Demised Premises, and proceed to make or cause such repairs or replacements to be made at its expense. Landlord shall give Tenant advance notice of such emergency. Within thirty (30) days after Landlord renders a bill for such repairs or replacements, Tenant shall reimburse Landlord for the cost of making such repairs.

      Section 7.05. Electrical Lines:

     Tenant may not install any electrical equipment that overloads the lines in the Demised Premises, the Building or the Real Estate or which will interfere with the use thereof by other tenants of the Building unless Landlord approves same in the Plans and Specifications or as provided for in Section 7.03 above. If Tenant makes such installation, Landlord may require Tenant, at Tenant’s sole cost and expense, to make whatever alterations and/or repairs are necessary and which are in compliance with the terms and conditions of all required insurance policies and all requirements of applicable governmental authorities. Tenant shall be responsible or liable for all damages anywhere in the Building caused by any electrical overload attributable to Tenant.

      Section 7.06. Surrender of Premises:

     On the Expiration Date, Tenant shall quit and surrender the Demised Premises together with all alterations, fixtures, (except trade fixtures), installations, additions and improvements which may have been made in or attached thereto, broom clean, and in good condition and repair, ordinary wear and tear excepted, unless Landlord provides otherwise in writing. Any personal property of Tenant, or any subtenant or occupant, which shall remain in or on the Demised Premises after the termination of this Lease may, at the option of Landlord and without notice, be deemed to have been abandoned by such Tenant, subtenant or occupant, and may either be retained by Landlord as its property or be disposed of, without accountability, in such manner as Landlord may see fit. Tenant shall reimburse Landlord for any cost or expense incurred by Landlord in carrying out the foregoing. Landlord shall not be responsible for any loss or damage occurring to any such property owned by Tenant or any subtenant or occupant. Tenant’s obligations under this Section shall survive the Expiration Date.

ARTICLE VIII. SERVICE AND UTILITIES

      Section 8.01. Landlord’s Services:

     (a) Landlord shall furnish: (i) heat and air conditioning required for the comfortable occupancy of the Demised Premises, between 8:00 A.M. and 6:00 P.M. Monday through Friday, and Saturday 8:00 A.M. to 1:00 P.M, excluding Holidays (see Exhibit F for “Holiday Schedule”) (ii) electricity for Tenant’s office use, including lighting and electrical outlets for equipment; (iii) access and elevator service including one weekend elevator; (iv) restroom supplies; (v) cleaning services as set forth in the Building Janitorial Specifications (annexed hereto as Exhibit E) on

weekdays, excluding Holidays, (vi) removal of ice, snow and debris from the Common Areas, including, but not limited to, walkways, parking lots, and other paved surfaces; (vii) landscaping maintenance and services for all plants, shrubs, flower beds and grounds located in both the interior and exterior of the Building and the Common Areas; (viii) access to the Building twenty-four (24) hours per day, seven (7) days per week; (ix) hot and cold water, toilet facilities and sewerage services; and (x) such other services as Landlord may set forth from time to time. Landlord shall have the right to reasonably modify the terms and/or frequency of the services provided (but not to diminish the current services), provided Landlord gives at least five (5) business days notice of any changes.

     (b) Subject to the last sentence of this Section 8.01, (a) Tenant shall have the right to use the Demised Premises at all times. If Tenant shall require heating, venting or air conditioning (“HVAC”) beyond the Building hours and days of operation described above (“After Hours Use”), then Tenant shall provide reasonable notice to Landlord and Landlord shall furnish HVAC upon the express condition that Tenant shall be responsible for the costs of any and all HVAC and Building Services required and attributable to such After Hours Use. The cost for After Hours Use of HVAC is charged at the rate of $75.00 per hour, subject, however, to adjustment by the difference between the cost of delivery of electricity as of the date of this Lease and any increases in the costs thereof that may occur from time to time. Payment for After Hours Use of services shall be deemed Additional Rent and shall be paid to Landlord monthly, together with Base Rent. If Tenant desires to use the Demised Premises on a regularly scheduled basis for more than two (2) hours at a time, outside of the Building standard operating hours of 8:00 A.M. to 6:00 P.M. Monday through Friday and 8:00 AM to 1:00 PM on Saturdays, and Tenant’s after-hours use creates excess security concerns for the safety of the Building, then Landlord reserves the right, in Landlord’s reasonable discretion, to provide manned security during such hours and charge the cost thereof to Tenant as Additional Rent. Landlord shall not charge Tenant for the cost of any security services which are currently being provided or which are not attributable to Tenant’s after-hours use of the Premises.

     (c) Landlord shall maintain and provide services to the Land and Common Area, including lobbies, stairs, elevators, corridors, restrooms, and Parking Areas.

     (d) Landlord shall not be liable for any damages caused by interruption of services due to repair, inspection or causes beyond its reasonable control. Tenant shall continue to be responsible for payment of Rent during any period of such interruption. If the interruption of services does not allow Tenant to comfortably use or occupy the Demised Premises in the normal course for a period of seven (7) consecutive business days due to any act or omission of the Land1ord or any of Landlord’s agents, then the Base Rent hereunder shall be equitably abated from the eighth (8th) consecutive business day until such time as the services are restored. Such interruption of services shall be defined as (i) no electrical service to the Demised Premises, (ii) inability to provide access to the Demised Premises via at least one (1) elevator, (iii) inability to access lavatories on the floor of the Demised Premises or on an adjacent floor, or (iv) insufficient HVAC such that the Demised Premises cannot be occupied except under conditions of “extreme discomfort” for the occupants.

      Section 8.02. Electricity:

     (a) Landlord shall furnish the electricity Tenant shall require in the Demised Premises for heating and air conditioning on a rent inclusion basis. Tenant shall pay to Landlord, as Additional Rent, Tenant’s Electricity Charge which amount is defined in Section 1.07 hereof for Tenant’s electricity consumption within the Demised Premises for interior lighting and the use of Tenant’s business equipment. This sum shall be payable to Landlord in advance on a monthly basis together with Base Rent and shall represent the cost of all electricity furnished to Tenant at the Demised Premises other than for heating and air-conditioning based on 5.5 watts per useable square foot.

     (b) If the Plans and Specifications anticipate extra electric usage based on either substantially greater needs than 5.5 watts per useable square foot or regular usage beyond the Building business hours, the amount charged to Tenant as set forth in Section 1.07 and paragraph (b) above shall be adjusted to reflect such additional usage.

     (c) Tenant’s Electricity Charge as set forth in Section 1.07 hereof may be adjusted when the rate charged the Landlord by the local electric company is modified between the execution of this Lease and the Commencement Date and further adjusted from time to time to reflect changes in the rate charged the Landlord subsequent to the Commencement Date. Any resulting charges for electricity shall be no greater than the cost of the same service of the Tenant were individually connected to the local electric utility company.

     (d) Subsequent to Tenant’s having taken occupancy and commenced use of the Demised Premises, Landlord may cause a survey to be made by an independent electrical engineer or other qualified person of the estimated use of electricity in the Demised Premises (other than for the heating and air conditioning provided by Landlord as required herein, but including any supplemental HVAC systems installed for Tenant’s sole use within the Demised Premises provided the consumption for said supplemental HVAC is not being measured and billed to Tenant pursuant to a direct meter or sub-meter). The Tenant Electricity Charge set forth in Section 1.07 hereof shall be adjusted not more frequently than annually to reflect the outcome of this survey. The cost of preparing the survey shall be included in Building Operating Costs.

     (e) If Landlord or Tenant requests, Landlord shall install an electric meter or sub-meter to measure the electricity actually consumed in all or a portion of the Demised Premises at any time, inclusive of any supplemental HVAC equipment installed for Tenant’s sole use (such as an air conditioning unit for Tenant’s computer equipment room). Landlord shall arrange for such installation, which shall be at the requesting party’s expense. Tenant shall pay for its electrical usage based on metering or sub-metering to Landlord, as Additional Rent, on a monthly basis together with Rent, at the tariff applicable to Landlord, either (i) in lieu of the Tenant’s Electricity Charges if said metering or sub-metering measures Tenant’s electric consumption for all interior lighting and receptacle use of Tenant’s business equipment throughout the entire Demised Premises (excluding the Building heating and air conditioning), or (ii) in addition to Tenant’s Electricity Charges if said metering is to measure Tenant’s use of any supplemental HVAC equipment and/or additional electrical circuits.

ARTICLE IX. USE AND OPERATION.

      Section 9.01. Use:

     Tenant shall use the Demised Premises for general offices and for no other purpose. Tenant shall comply with all applicable zoning regulations or requirements of any governmental entity having jurisdiction over the Real Estate, as well as all the requirements set forth in Article XX.

      Section 9.02. Rules and Regulations:

     The rules and regulations in effect as of this date are set forth in Exhibit D annexed hereto. Tenant shall observe all Rules and Regulations established by Landlord from time to time for the Building and the Real Estate, provided Tenant shall be given at least five (5) days’ notice of any changes therein.

      Section 9.03. Restriction on Tenant’s Activities:

     (a)  Garbage : (i) Tenant shall handle and dispose of all rubbish and garbage in accordance with the Rules and Regulations established by Landlord.

                           (ii) Landlord shall provide rubbish and garbage removal in accordance with the cleaning specifications incorporated as part of Exhibit E.

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