**Exhibit 10.1****SECOND AMENDMENT TO LEASE**     **THIS SECOND AMENDMENT**(the “***Amendment***”) made as of December 28, 2007, (the “***Effective Date***”)by and between **GRE MOUNTAIN HEIGHTS PROPERTY LLC**, a Delaware limited liability company,(“***Landlord***”) and **THE SCO GROUP, INC.**, a Delaware corporation (“***Tenant***”).**WITNESSETH:**     **WHEREAS**, Landlord’s predecessor-in-interest, Wellsford/Whitehall Holdings, L.L.C., andTenant’s predecessor-in-interest, Caldera International, Inc., entered into a Lease dated as ofAugust 1, 2002 (the “***Original Lease***”, together with that certain First Amendment to Lease datedSeptember 26, 2005, the “***Lease***”), for 21,983 gross rentable square feet in the building located at430 Mountain Avenue, Murray Hill, Berkeley Heights Township, New Jersey (the “***Building***”); and     **WHEREAS**, the Expiration Date of the Lease is December 31, 2007;     **WHEREAS**, Tenant wishes to extend the Term of the Lease for an additional three (3) years as tothat certain portion of the Demised Premises consisting of 10,609 gross rentable square feet ofoffice space on the third (3rd) floor (the “Office Space”) and 574 gross rentable squarefeet of storage space on the first (1st) floor (the “Storage Space”) (the Office Spaceand the Storage Space are collectively referred to herein as the “Demised Premises”), on the termsand conditions contained herein and in the Lease, and Landlord is agreeable to same;     **WHEREAS**, Tenant wishes to surrender that portion of the Demised Premises comprising 10,800gross rentable square feet located on third (3rd) floor of the Building (the“***Surrendered Space***”) on the Surrender Date (as hereinafter defined) on the terms and conditionscontained herein and in the Lease, and Landlord is agreeable to same; and     **WHEREAS**, Landlord and Tenant each wish to amend the Lease as of the date hereof in accordancewith, and subject to, the provisions of this Amendment.     **NOW, THEREFORE**, in consideration of the sum of Ten ($10.00) Dollars and other good andvaluable consideration exchanged by Landlord and Tenant, the receipt and sufficiency of whichhereby expressly are acknowledged, it is AGREED as of the date hereof:     Section 1. **Definitions**. For the purposes of this Amendment, words and phrases usedherein with initial capital case letters and not otherwise defined in this Amendment shall have therespective meanings ascribed to them in the Lease.     Section 2. **Surrender of the Surrendered Space**. Tenant hereby surrenders, grants,gives up, delivers and yields unto Landlord as of 11:59 PM on December 31, 2007 (the “***SurrenderDate***”), as if said date were the date specified in the Lease for the expiration thereof, all of itsright,
 

 
title and interest in and to the Surrendered Space, together with all alterations, additionsor improvements upon in the Surrendered Space, to the intent and purpose that all of Tenant’sestate in and to the Surrendered Space shall be wholly extinguished as of the Surrender Date; andLandlord hereby accepts from Tenant as of the Surrender Date, such surrender of all of Tenant’sright, title and interest in and to the Surrendered Space; and the parties hereby declare and agreethat, if Tenant surrenders the Surrendered Space broom clean and in good order and condition as ofthe Surrender Date, the Surrendered Space shall be released and discharged from the operation ofthe Lease as of such date. If Tenant fails to surrender the Surrendered Space to Landlord on theSurrender Date broom clean and in good order and condition, all applicable provisions of the Leasewill apply to the Surrendered Space. Provided Tenant surrenders the Surrendered Space broom cleanand in good order and condition as of the Surrender Date, from and after the Surrender Date, theDemised Premises, reflecting the surrender of the Surrendered Space, shall be decreased from 21,983square feet of rentable area to 11,183 square feet of rentable area.     Section 3. **Landlord’s Address**. Section 1.02 of the Lease is hereby modified toreflect that Landlord’s Address is: GRE Mountain Heights Property, LLC c/o Vision Equities, LLC, 49Old Bloomfield Avenue, Mountain Lakes, New Jersey 07046     Section 4. **Tenant’s Address**. Section 1.04 of the Lease is hereby modified to reflectthat Tenant’s Address is: The SCO Group, Inc., 430 Mountain Avenue, Murray Hill, Berkeley HeightsTownship, New Jersey 07974.     Section 5. **Demised Premises**. As of January 1, 2008 (the “***Extension Term CommencementDate***”), Section 1.07 of the Lease is hereby modified to reflect that the Demised Premises iscomprised of a portion of the first (1st) floor of the Building consisting of 574 squarefeet of storage space and a portion of the third (3rd) floor of the Building consistingof 10,609 square feet of office space as depicted by the cross-hatched area on the floor planannexed hereto as **Exhibit A**.     Section 6. **Gross Rentable Area of Demised Premises**. As of the Extension TermCommencement Date, Section 1.08 of the Lease is hereby modified to reflect that the Gross RentableArea of the Demised Premises is reduced to 11,183 gross rentable square feet.     Section 7. **Term**. As of the Extension Term Commencement Date, Section 1.09 of the Leaseis hereby modified to reflect that the Term of the Lease is hereby extended for a period of threeyears commencing on the Extension Term Commencement Date and expiring on December 31, 2010, unlesssooner terminated as provided in the Lease (the “***Extension Term***”).     Section 8. **Commencement Date**. As of the Extension Term Commencement Date, Section1.10 of the Lease is hereby modified to reflect that the Commencement Date shall be January 1,2008.     Section 9. **Fixed Rent**. Section 1.11 of the Lease is hereby amended to incorporate thefollowing: For the first three months from and after the Extension Term Commencement Date, Tenantshall continue to pay on a monthly basis the Fixed Rent it is currently paying under the Lease inthe amount of Forty Four Thousand One Hundred Sixty Seven and 50/100 Dollars ($44,167.50). Duringsuch three (3) month period, $9,430.69 per month ($28,292.07) will be
 

 
held by Landlord as an additional Security Deposit in accordance with the terms and provisionsof the Lease. Thereafter, beginning on April 1, 2008, the Fixed Rent payable by Tenant shall beThree Hundred Eighteen Thousand Seven Hundred Ten and 88/100 Dollars ($318,710.88) per annum(exclusive of tenant electricity), payable in monthly installments of Twenty Six Thousand FiveHundred Fifty Nine and 24/100 Dollars ($26,559.24). The Fixed Rent payable for during theExtension Term shall be paid to Landlord at the address set forth above in Section 3. Tenantagrees that the Fixed Rent for January, 2008 is due upon the execution of this Amendment and thatthe failure to pay such first months rent shall render this Amendment null and void and of no forceand effect.     Section 10. **Tenant’s Complex Percentage**. As of the Extension Term Commencement Date,Section 1.13 of the Lease is hereby modified to reflect that the Tenant’s Complex Percentage is4.2%.     Section 11. **Tenant’s Building Percentage**. As of the Extension Term Commencement Date,Section 1.14 of the Lease is hereby modified to reflect that the Tenant’s Building Percentage is6.38%.     Section 12. **Parking**. As of the Extension Term Commencement Date, the phrase “and theexclusive right to use four (4) reserved parking spaces within the Parking Lot, as assigned to itby Landlord (the “***Reserved Spaces***”)” shall be deleted from Section 2.04 of the Lease.     Section 13. **Condition of Demised Premises**. Tenant acknowledges that it is leasing theDemised Premises during the Extension Term in its “as is” condition and that Landlord has noobligation to perform any work in the Demised Premises (other than the installation of the DemisingWall, as described below) nor shall Landlord have any obligation to provide Tenant with anallowance for any improvements. At any time during the Extension Term, Landlord shall have theright, upon thirty (30) days notice to Tenant, in its sole discretion, to a build demising wall soas to separate the Demised Premises from the Surrendered Space in accordance with the floor planattached hereto as **Exhibit A**(the “***Demising Wall***”), which provides Tenant with a minimum of 27 feet10 inches of width in the IT room. During the construction of the Demising Wall, Landlord agreesto use all reasonable efforts and to adhere to all reasonable construction practices to preventdebris and other materials arising from the construction of the Demising Wall from entering theDemised Premises. Until such time that Landlord constructs the Demising Wall, Tenant shall (a)enjoy beneficial use of the entire current IT room, including that portion of the IT room currentlylocated within the Surrendered Space, and (b) be permitted to use the Surrendered Space solely foringress to and egress from the Demised Premises. In no event shall Tenant be permitted to utilizeany portion of the Surrender Space (other then the IT room as provided above) for Tenant’sbusiness. At such time as Landlord constructs the Demising Wall, Landlord may relocate theelectrical panels currently located in the portion of the IT room which is part of the SurrenderedPremises to a new location within the IT room, which location shall be determined by Landlord inits sole discretion after consultation with Tenant. Landlord agrees that it shall cooperate withTenant regarding the timing of the relocation of the electrical panel so as to minimizeinterference with Tenant’s business. Landlord shall be permitted to create new entrances and exitsto and from the Premises and/or locate the Demising Wall in a location other than the locationshown on Exhibit A in order to (a) comply
 

 
with any laws, rules or regulations of local, county, state or federal authorities havingjurisdiction over the Complex and (b) provide adequate ingress and egress to the Demised Premises,provided, that any relocation of the Demising Wall shall not materially affect the square footageof the third floor that Tenant is entitled to occupy pursuant to the Lease. All costs and expensesassociated with creating new entrances and exits and the creation of the Demising Wall shall bepaid for by Landlord.     Section 14. **Termination**.     (a) At any time during the term of the Lease (as extended pursuant to Section 15 below),Landlord shall have the right to terminate this Lease by delivering to Tenant ninety (90) daysprior written notice of such termination (the “***Termination Notice***”). If Landlord delivers theTermination Notice, this Lease shall terminate as of the ninetieth (90th) day after thedelivery of the Termination Notice and such date shall be the Expiration Date and Tenant shallsurrender possession of the Demised Premises as of the Expiration Date in the manner set forth inthe Lease. Landlord agrees that it shall not advertise the Premises for lease in newspapers, tradepublications or marketing flyers. However, if Landlord is approached by a potential user for spacein the Building, Landlord shall have the right to show the Premises to such user and shall have theright to negotiate with such potential tenant for the lease of all or a portion of the Premises.     Section 15. **Extension Option**.     (a) Subject to the terms and conditions of this Section 15, Landlord hereby grants to Tenantthe right to extend the Extension Term for one (1) period of three (3) years (the “***AdditionalExtension Period***”). If Tenant desires to exercise the extension option, Tenant shall notifyLandlord on or before April 1, 2010. If Tenant fails to timely notify Landlord of its election toextend this Lease, Tenant will be deemed to have waived its right to extend the term of this Lease,time being of the essence with respect to the exercise of such extension option. If Tenantexercises the extension option, all of the terms and conditions of this Lease will apply to theAdditional Extension Period, except that the Fixed Rent for the Additional Extension Period will bean amount determined pursuant to Section 15(b). Tenant’s right to exercise the extension option isexpressly subject to the satisfaction of all of the following conditions on both the date Tenantexercises the extension option and the commencement date of the Additional Extension Period: (i)Tenant must not be in default of any monetary obligation or any material non-monetary obligationunder this Lease (including, any active bankruptcy proceeding); (ii) Tenant must be in occupancy ofthe entire Demised Premises; and (iii) Tenant must not have sublet any part of the DemisedPremises. If all of the foregoing conditions are not satisfied on both the date Tenant exercisesthe Additional Extension Option and the commencement date of the Additional Extension Period, thenany notice exercising the extension option will be automatically null and void.     (b) Tenant shall pay to Landlord, as Fixed Rent during the Additional Extension Period, theFair Market Rental Value of the Demised Premises. ***“Fair Market Rental Value”***means the annualbasic rent for each year of the relevant period for which, on the terms and conditions of thisLease, a willing landlord would rent the Demised Premises to a willing tenant
 

 
with neither party being compelled to rent and after appropriate exposure of the DemisedPremises to the market for a reasonable period of time.     (c) At least one hundred eighty (180) days prior to the expiration of the Extension Term,Landlord and Tenant shall endeavor to mutually agree upon the Fair Market Rental Value. If theparties do not agree on the Fair Market Rental Value prior to ninety (90) days prior to theexpiration of the Extension Term, as evidenced by an amendment to this Lease executed by Landlordand Tenant, then, no later than seventy-five (75) days prior to the expiration of the ExtensionTerm, Landlord and Tenant shall deliver to each other Landlord’s or Tenant’s, as the case may be,determination of the Fair Market Rental Value. If the two determinations differ by less than fivepercent (5%), the Fair Market Rental Value will be the average of the two determinations. IfLandlord’s and Tenant’s determinations of Fair Market Rental Value differ by five percent (5%) ormore, then the Fair Market Rental Value will be determined pursuant to Section 15(d).     (d) If Landlord’s and Tenant’s determinations of Fair Market Rental Value differ by fivepercent (5%) or more, then, within ten (10) days each party delivers to the other party suchparty’s determination of the Fair Market Rental Value, Landlord and Tenant shall each appoint onedisinterested appraiser having the qualifications set forth herein. Each such appraiser must be aMember of the Appraisal Institute (MAI) and have at least ten (10) years of experience appraisingmulti-tenanted office buildings in northern New Jersey as a MAI appraiser. If either Landlord orTenant fails to appoint an appraiser within such ten (10) day period, the appraiser appointed byLandlord or Tenant, as the case may be, shall appoint an appraiser having the qualifications setforth herein. As promptly as possible, but in no event later than thirty (30) days after theappointment of both appraisers, the appraisers shall notify Landlord and Tenant in writing of theirdetermination of the Fair Market Rental Value. The Fair Market Rental Value so selected by the twoappraisers will constitute the Fair Market Rental Value for the relevant period, and will bebinding upon Landlord and Tenant. If the two appraisers are unable to agree as to the Fair MarketRental Value, but their determinations differ by less than five percent (5%), the Fair MarketRental Value will be the average of the determinations of the two appraisers. If the twoappraisers’ determinations differ by five percent (5%) or more, then the two appraisers shall,promptly agree upon and appoint a third appraiser having the qualifications set forth herein. Thethird appraiser shall, within thirty (30) days of appointment, determine which of the two initialappraisers determination of Fair Market Rental Value is the closest to the actual Fair MarketRental Value, taking into account the requirements of this Section 15(d), and shall notify Landlordand Tenant thereof. The Fair Market Rental Value selected by the third appraiser will constitutethe Fair Market Rental Value for the relevant period, and will be binding upon Landlord and Tenant.Upon the determination of the Fair Market Rental Value, Landlord and Tenant shall promptly executean instrument setting forth the amount of such Fair Market Rental Value.     (e) If Tenant becomes obligated to pay Fixed Rent for the Additional Extension Period prior tothe determination of Fair Market Rental Value pursuant to this Section 15, Tenant shall commencepaying the Fixed Rent in an amount equal to the monthly installment of Fixed Rent for the monthimmediately prior to the Additional Period. Within five (5) business days of the determination ofFair Market Rental Value, Tenant shall pay to Landlord the difference, if any, between the FixedRent paid by Tenant pursuant to the foregoing sentence and the Fair
 

 
Market Rental value for such period. Each party shall pay the fees and expenses of theappraiser appointed by such party and one-half of the other expenses of any appraisal proceeding,including, if applicable, the fees and expenses of a third appraiser.     Section 16. **Brokers**. Landlord and Tenant each represents and warrants to the otherparty that neither consulted nor negotiated with any broker or finder with regard to this Agreementexcept for Cushman & Wakefield (“***Cushman***”) and Staubach Company, whose commission and fees forbringing about this Amendment shall be paid by Landlord pursuant to a separate written agreement.Tenant and Landlord each agree to hold the other harmless and indemnify and defend the other fromand against any and all loss, cost, liability, damage and expense for any compensation, commissionor charges claimed by any realtor, broker, agent or finder claiming to have dealt with Tenant orLandlord in connection with this Amendment.     Section 17. **Defaults**. Tenant and Landlord each represents, warrants and covenantsthat it is not in default under any of its obligations under the Lease and that, to the best of itsknowledge, the other is not in default of its obligations under the Lease and no event has occurrednor do any circumstances exist which, with lapse of time or notice or both, would constitute adefault by Landlord or Tenant under the Lease as modified by this Amendment. Notwithstandinganything to the contrary in the immediately preceding sentence, Tenant hereby advises Landlord thatit has filed a Chapter 11 Petition pursuant to 11 U.S.C. 1101 et. seq. Landlord and Tenant eachhereby acknowledge that this Amendment is subject to the approval by the Bankruptcy Court for whichthe Petition is pending and that if the Bankruptcy Court fails to approve this Amendment by January8, 2008, this Amendment shall be null and void and of no further force and effect.     Section 18. **Ratification of Lease**. Except as modified by this Amendment, the Leaseand all of the covenants, agreements, terms, provisions and conditions thereof shall remain in fullforce and effect and are hereby ratified and affirmed. The covenants, agreements, terms,provisions and conditions contained in this Amendment shall bind the parties hereto and theirrespective successor and assigns and shall inure to the benefit of the parties hereto and theirrespective permitted successors and assigns. In the event of any conflict between the provisions ofthis Amendment and the Lease, the provisions contained in this Amendment shall prevail and beparamount.     Section 19. **Counterparts**. This Amendment may be executed in any number ofcounterparts, each of which shall constitute an original and together a single instrument, with thesame effect as if the signatures thereto and hereto were upon the same instrument.     Section 20. **Binding Effect**. This Amendment shall be binding upon and will inure tothe benefit of the parties hereto and their respective successors and assigns and shall becomebinding and be effective only upon execution and delivery of this Amendment by each of Landlord andTenant to the other.**[SIGNATURE PAGE TO FOLLOW]**
 

 
     **IN WITNESS WHEREOF**, Landlord and Tenant have executed this Amendment the day and year firstabove written.      **LANDLORD:**