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LEASE AGREEMENT
THIS LEASE
AGREEMENT ("Lease") made as of the _____ day of _______, 2003,
between Central United Life Insurance
Company, a Texas corporation with its
principal place of business at Wortham
Tower, 2727 Allen Parkway, Houston, Texas
sometimes hereinafter referred to as
"Lessor" and GraphOn Corporation, a
Delaware corporation of 105 Cochrane
Circle, Morgan Hill, CA 95037 sometimes
referred to herein-after as "Lessee."
W I T N E S S E T H:
WHEREAS,
Lessor currently owns the entire five-story office building
containing 65,000 square feet located at 6
Loudon Road, Concord, New Hampshire,
on a parcel of land consisting of
approximately 3.96 acres shown as Lot #2 on a
certain plan entitled "Survey for Earl
Flanders, Location Concord, New
Hampshire" dated October 6, 1975, prepared
by Rayco Engineering recorded at
Merrimack County Registry of Deeds as Plan
#4160 (the "Premises");
WHEREAS,
Lessor and Lessee desire that a portion of the 2nd floor of the
Office Building be leased to Lessee for its
exclusive occupancy ("Lessee's
Quarters"), and that portions of the Office
Building shall be used in common by
Lessee and other tenants ("Quarters Used in
Common");
WHEREAS,
portions of the Premises have been designed for the parking of
motor vehicles ("Parking Facilities");
and
WHEREAS,
the Lessee's Quarters, Quarters Used in Common and Parking
Facilities are together hereinafter
sometimes referred to as the "Leased
Premises".
NOW
THEREFORE, in consideration of the covenants and agreements
contained
herein, and other good and valuable
consideration, receipt of which is hereby
acknowledged, the parties hereby agree as
follows:
1. Term
The initial term of this Lease shall be for a period of one (1)
year commencing on November 01, 2003 and
ending October 31, 2004 payable on a
month to month basis. Lessee shall give
Lessor a one (1) month advance written
notice of any changes in the lease within
this term.
2. Leased
Premises.
A. Lessee's Quarters. Lessor does hereby lease to Lessee for
its
exclusive use the Lessee's Quarters which are designated by red
diagonal lines on the plan of the 2nd Floor Office Building (the
"2nd
Floor Plan") attached hereto. The area so designated shall be
occupied exclusively by the Lessee.
B. Quarters Used in Common. Lessor grants to Lessee the right (i)
to
use in common with Lessor and other tenants, the Quarters Used
in
Common designated by green diagonal lines on the 2nd Floor Plan
and
(ii) to use in common with other tenants, certain portions of
the
Office Building necessary for access to Lessee's Quarters which
shall
include, without limiting the generality of the foregoing, the
common
hallway, stairways, stairwells, lobby, rest room facilities,
elevators and certain pipes, ducts, conduits and wires.
C.
Parking Facilities. Lessee agrees that its use, and the use of
the
Parking Facilities by its employees, agents and invitees, shall
be
limited solely to the Parking Facility located directly south of
the
Office Building and in accordance with the markings and use
restrictions generally applicable from time to time to the
Parking
Facility. Lessor shall permit Lessee to use the driveways and
walkways for access to and from the Office Building.
D. Smoking Area. Lessee agrees that smoking is not permitted on
the
Premises except in certain areas or facilities designated by
Lessor
from time to time ("Smoking Area"). Lessee agrees that its use of
the
Premises, and the use
by its employees, agents and invitees, for
smoking shall be limited solely to the Smoking Area(s)
designated
from time to time.
3. Base
Rent. Lessee shall pay to Lessor annual rent in the amount of
($60,027.00) the "Base Rent", which Base
Rent is calculated at Seventeen Dollars
($17.00) per square foot for Three Thousand
Five Hundred and Thirty One (3,531)
square feet (except for any fractional
months at the beginning and end of each
term which shall be prorated). Lessee shall
make payments in equal monthly
installments of Five Thousand Two Dollars
and Twenty Five Cents ($5,002.25)in
advance on the first day of each month.
4.
Utilities. Lessor shall pay all utility charges with respect to
the
Lessee's Quarters and Quarters Used in
Common (except telephone charges) and
shall at its expense provide heat, water,
interior lighting, air conditioning
and electricity for Lessee's Quarters in
quantities reasonably appropriate for
standard office occupancy.
5. Repairs,
Cleaning and Other Services. Lessor shall at its own expense
maintain in good repair and state of
cleanliness the Office Building (including
without limitation, the roof, exterior
walls, foundation, doors and windows, and
utility systems) the walkways, driveways,
Parking Facilities and the Quarters
Used in Common, including without limiting
the generality of the foregoing, all
plumbing and air conditioning, elevators,
and standpipe fire prevention system.
Lessor shall maintain the unattended
elevator service and remove snow from the
Parking Facilities, driveways and
walkways.
6.
Condition of Lessee's Quarters. Lessee shall at its own expense
maintain the Lessee's Quarters in good
repair and state of cleanliness. Lessee,
accompanied by Lessor, may enter the
Lessee's Quarters in advance of the term of
this Lease for the purpose of inspection.
Lessee may install in the Lessee's
Quarters at its own expense fixtures,
equipment, window coverings, furnishings
and other effects for the purpose of
decorating the interior of the Lessee's
Quarters.
7. Right
of Entry. The Lessor may enter Lessee's Quarters for the
reasonable purposes, such as but not
limited to, the making of repairs or
renovations to, or the showing of the
Lessee's Quarters to prospective tenants,
at any reasonable time during normal
business hours and upon 24 hours prior
notice and in a manner that does not
interfere with Lessee's use thereof.
8.
Restrictions. Lessee agrees that it shall not permit any portion of
the
Lessee's Quarters to be used (i) so as to
cause unreasonable noise or other
nuisance; (ii) so as to consume
unreasonable amounts of heat, electricity or
water; or (iii) for th
