OFFICE LEASE DATED ________, 1996
(Exhibit B to the Closing Memorandum Agreement dated March 18, 1996)
0. INCORPORATION. Radius Inc. ("Tenant") and Connecticut General Life
Insurance Company ("Cigna") entered into a lease of real property effective
November 13, 1992 (the "Old Lease"). Tenant and Cigna have agreed to
terminate the Old Lease along with all amendments and supplements to it in
connection with Integrated Systems, Inc.'s ("Landlord's) purchase of the real
property. The Old Lease is attached. Landlord and Tenant have agreed to
lease a portion of the real property on all the terms set forth in the Old
Lease except as set forth below (the "Lease"). Therefore, all of the
provisions of the Old Lease are incorporated and made a part of this Lease,
except as set forth below, and this Lease supersedes the Old Lease as of the
closing of Landlord's purchase of the real property.
1. PARTIES. Section 1 is replaced with the following: "This Lease is made
by and between Integrated Systems, Inc. and Radius Inc., both California
corporations. Therefore, the word "Tenant" is substituted wherever Supermac
Technology, Inc. is referred to in the Old Lease."
2. PREMISES. Section 2 is replaced with the following: "Landlord hereby
leases to Tenant and Tenant hereby leases from Landlord those certain
premises situated at 215 Moffett Park Drive in Sunnyvale, California
consisting of approximately ______ rentable square feet of space depicted on
Exhibit A (the "Premises"). Tenant will have begun relocating from all
other portions of the building on March 18, 1996 and will have completed such
relocation prior to April 15, 1996 in stages as described in Exhibit C (with
Landlord occupying or using such portions on the same timetable), and
Landlord will complete certain tenant improvements pursuant to Exhibit C (the
"Improvements" as defined in Exhibit C) thereafter. During the term,
Landlord also authorizes the use of the common areas appurtenant to the
Premises and defined as the "Outside Area" in Section 11 below and the use of
the personal property on the Premises identified in Exhibit E according to
Exhibit E. The Premises are part of a building (the "Building") located on
the legal parcel described in Exhibit B (the "Parcel"). The Building in
which the Premises are located, the Parcel, and the Outside Area are
collectively referred to below as the "Complex"."
3. TERM. Section 3 is replaced with the following: "The term will begin
on the closing of the purchase of the Parcel by Landlord (the "Commencement
Date" which is estimated to be on March 18, 1996) and will expire two years
thereafter (estimated to be on March 17, 1998.) Notwithstanding the
foregoing, Tenant, in its sole discretion, can elect to terminate the Lease
early on ninety days' written notice to Landlord provided that Tenant is not
in default or cures such default at the time of tendering notice."
4. RENT. Section 4F is deleted and Sections 4B, D and E are replaced with
the following:
"B. MONTHLY INSTALLMENT. Subject to adjustment as set forth in Section 22
below (holding over), the Monthly Installment is: $______ ($.95 times the
square footage inserted into Section 2 above)."
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"D. ADDITIONAL RENT. All other charges due from Tenant to Landlord under
this Lease will be deemed "Additional Rent" and will be paid in addition to
the Monthly Installment after notice to Tenant. In the event of Tenant's
failure to pay Additional Rent, Landlord will have all of the same rights and
remedies as Landlord has for the nonpayment of a Monthly Installment."
"E. PLACE OF PAYMENT. Rent will be payable to Landlord in US currency at
the Building or such other place as Landlord may reasonably designate in
writing from time to time."
5. SECURITY DEPOSIT. This Section is deleted.
6. There are no changes to this Section.
7. TAXES AND ASSESSMENTS. Section 7B is deleted.
8. INSURANCE. The last sentence of Section 8B and the last two sentences of
Section 8C are deleted. Landlord and Tenant agree to review the specific
coverages from time to time to ensure that redundant coverages and waste are
minimized.
9. UTILITIES. This Section is replaced with the following: "Tenant will
pay for all telephone charges and any other direct services to the Premises
arranged for by Tenant. Landlord will pay for all other services provided to
the Complex, such as electricity, gas, water, sewage, and scavenger. Tenant
will use no more than customary and reasonable amounts of such services and
will comply with Landlord's reasonable conservation measures upon request. "
10. REPAIRS. All provisions of this Section except the final paragraph are
replaced with the following: "Subject to the provisions of Section 16,
Landlord will maintain the Premises in good condition and repair. However,
Tenant will reimburse Landlord as Additional Rent for any repairs resulting
from Tenant's (including employees, visitors and agents) intentional
misconduct or gross negligence. Tenant will exercise reasonable care in its
use of the Premises and promptly notify Landlord of any need for repairs."
11. OUTSIDE AREA. This Section is amended as follows. The last paragraph
is deleted. The rights referred to in the first paragraph are non-exclusive.
And the Outside Area is defined also to include those common areas of the
Building which Tenant must use in order to have access to the Premises.
Except for a limited number of designated visitor spaces for Landlord, the
required number of handicap access spaces and a space for the "employee of
the month", parking spaces will be not be designated for exclusive use,
rather they will be utilized on a first come, first use basis.
12. CHARGES. This Section is deleted.
13. ALTERATIONS. Section 13B will not apply to any of the improvements
performed pursuant to Exhibit C.
14. There are no changes to this Section.
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15. DEFAULT. Section 15A is amended by adding the following as a final
paragraph:
"(9) Or Tenant's failure to return or maintain the personal property as
set forth in Exhibit E, or at Landlord's election, Tenant's material, uncured
breach of any warranty contained in the bill of sale from Tenant to Landlord
of the personal property whose use is governed by Exhibit E."
16. DESTRUCTION. Section 16 is modified as follows: Tenant will have no
duty under this Section to reimburse Landlord for the deductible under
Landlord's insurance coverage, i.e., the parenthetical expression in the
middle of the second paragraph of the Section is deleted as is the last three
and one half lines of the third paragraph beginning after "damage or
destruction".
17-21. There are no changes to these Sections.
22. HOLDING OVER. This Section is amended by replacing "expiration" with
"expiration or other termination" wherever "expiration" is used; and "monthly
rent" in the eighth line is replaced with "Monthly Installment".
23. NOTICES. The address for Landlord and Tenant is replaced with the
following new information:
"Landlord: Integrated Systems, Inc.
[215] Moffett Park Drive
Sunnyvale, CA 94089-1374
attn: Chief Executive, Administrative, Legal or Financial Officer"
"Tenant: Radius Inc.
215 Moffett Park Drive
Sunnyvale, CA 94809-1374
attn: Chief, Executive, Administrative, Legal or Financial
Officer"
24. There is no change to this Section.
25. ASSIGNMENT. This Section is replaced with the following: "Because of
the unique nature of the larger transaction among Landlord, Tenant and Cigna
and the bargain element of the Lease, under no circumstances will Tenant be
allowed to assign this Lease or sublease any portion of the Premises, except
to an "Affiliate" after ten days' notice to Landlord. An "Affiliate" for
purposes of this Section is a wholly owned subsidiary of Tenant as well as
UMAX Computer Corp. and Splash Technology, Inc., which corporations were
occupants of the Premises upon the termination of the Old Lease, provided
that (i) each such Affiliate agrees to be bound by the provisions of this
Lease, (ii) UMAX Computer Corp. vacates the Premises by April 15, 1996 and
(iii) Splash Technology, Inc. vacates the Premises within 90 days after the
Commencement Date. Also, in the event Tenant desires to assign this Lease to
the survivor of any merger with a third party, Tenant will seek Landlord's
approval prior to the merger and Landlord will not
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unreasonably withhold or delay its consent. However, Landlord can elect to
expand into the Premises and terminate the lease as of the effective date of
the merger by so notifying Tenant, unless the survivor agrees to increase the
Monthly Installment by 150% and promptly notifies Landlord of such election.
Any other attempt to assign or sublease will be null and void at Landlord's
election. In the case of any other effective assignment or sublease,
Landlord will have the right of first refusal to lease the space on the same
terms and the right to one half of the net proceeds of any such assignment or
sublease. Despite any assignment or sublease, Tenant will remain liable for
the performance of all tenant obligations under this Lease."
26-31. There are no changes to these Sections.
32. PARKING. Add at the end of the first sentence: "and is consistent with
Landlord's general signage plan which Landlord may establish in its
discretion." It is understood that the two large exterior "Radius" signs at
two corners of the Building will be replaced by Landlord at its expense with
its own signage. Tenant's signage will include a monument at the entrance to
the parking lot and one other directional sign referring to the location of
the Radius lobby.
33-36. There are no changes to these Sections.
37. BROKERS. The references to CPS Commercial Brokerage and Cornish &
Carey Commercial Real Estate are deleted.
38. There is no change to this Section.
39. Section 39D is amended as follows: the clause "occurring during the
Lease Term (including any extensions thereof)" in the final two lines of the
first paragraph is replaced with "occurring during Tenant's use or occupancy
of any portion of the Complex".
40-42. These Sections are deleted.
In witness whereof, the parties execute this Lease.
Landlord: Integrated Systems, Inc. Tenant: Radius Inc.
_______________________________ ______________________________
By: date By: date
(List of exhibits)
Exhibit A -- the Premises (replaced with a new Exhibit A)
Exhibit B -- the real property legal description (no change)
Exhibit C -- the Improvements (replaced with a new Exhibit C)
Exhibit D -- Truck parking area (no change)
Exhibit E -- Personal Property use (replaced with a new Exhibit E)
Exhibit F -- Complex landscaping (no change)
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EXHIBIT "C"
IMPROVEMENTS
Exhibit C to the Old Lease is replaced with the following new Exhibit C.
Landlord and Tenant have agreed on the improvements to be constructed on or
about the Premises. These improvements are set forth in the attached final
plans and specifications (the "Improvements"). Landlord will bear the cost
of the Improvements except for $0 (or the costs associated with a specific
scope of work identified on Schedule C-1, if applicable) ("Tenant's Share").
Prior to and after the Commencement Date, Tenant will consolidate within the
Premises as reasonably required by Landlord to permit the construction work
to be performed expeditiously and to permit Landlord to occupy the balance of
the Building in stages between March 18, 1996 and April 30, 1996 as described
in the attached plans. Promptly after the Commencement Date, Landlord will
retain a general contractor to construct the Improvements. Landlord will
direct the general contractor to construct the Improvements as quickly as the
work can be performed in a commercially reasonable manner by no later than
April 30, 1996. There may be some disruption to Tenant's use of the Premises
during construction, and Tenant will reasonably cooperate with the general
contractor and its subcontractors in facilitating the performance of the
work. Tenant will not attempt to withhold or delay any payment nor seek
compensation as a result of any of these inconveniences.
No changes in the scope of work for the Premises will be made without
Landlord's and Tenant's prior written approval. Otherwise, changes in the
plans and specifications will be made only to accommodate the reasonable
requests of the permitting authorities. If Tenant requests a change that
either delays completion or increases costs and the change is approved, the
related costs be shall added to Tenant's Share.
Upon substantial completion of the Improvements, Landlord will so notify
Tenant and the parties will schedule a walk through with the general
contractor or construction manager. If reasonably satisfied, Tenant will
promptly sign an acceptance of the Improvements, subject only to the
performance of any "punch list" items, which do not materially impair the use
of the final Premises. Upon such acceptance, Tenant will tender payment of
Tenant's Share to Landlord.
Tenant's unreasonable refusal to promptly accept the Improvements or to
relocate on a timely basis will be a material breach of this Lease, if
Landlord is thereby prevented from occupying the remainder of the Building by
between March 18, 1996 and April 30, 1996 according to the schedule attached
to the plans referred to above. In such event and in addition to the
remedies identified in Section 15 of the Lease, because actual damages are
impractical to calculate and because of the obvious bargain element in the
regular rental rate, the Monthly Installment will automatically increase by
150% until the breach has been cured to Landlord's reasonable satisfaction,
provided that Tenant has had a reasonable opportunity to cure the breach
prior to the increase.
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EXHIBIT "E"
LICENSE TO USE CERTAIN PERSONAL PROPERTY
Exhibit E to the Old Lease is replaced with the following new Exhibit E.
During the term, Tenant is authorized to use the personal property identified
on Schedule 0 on an exclusive basis. Tenant will relocate such property at
its own expense prior to the Commencement Date to the Premises depicted on
Exhibit A. Tenant will use reasonable care in the use and relocation of such
property and will return such property to Landlord in good condition, normal
wear and tear excepted, upon termination of the Lease. During the term,
Tenant is also authorized to use the personal property identified on Schedule
0 on a shared or nonexclusive basis (e.g., the existing telephone system).
All items of personal property will be clearly marked by Tenant as Landlord's
property throughout such period of use. Tenant will promptly notify Landlord
if the property requires repair, which will be the responsibility of
Landlord, unless the repair is necessitated by Tenant's (including employees,
visitors and agents) gross negligence or intentional misconduct. Landlord is
also responsible for insuring the property and paying related real and
personal property taxes accruing after Landlord takes title to such property.
Landlord will have no obligation to replace any item, unless its cost is
fully covered by insurance. Tenant agrees to execute such other documents or
perform such other acts as may be reasonably be necessary in Landlord's
discretion to ensure that Landlord's title to such property remains
unimpaired by creditors or representatives of Tenant, e.g., filing financing
statements. Under no circumstances will Tenant challenge Landlord's
ownership of the personal property or attempt to offset the value of the
personal property against any obligation owed to Landlord during or after the
term.
During the term, Landlord will continue to operate the cafeteria through a
subcontractor and Tenant will be authorized to use the cafeteria subject to
Landlord's and the subcontractor's reasonable rules and regulations. The
cafeteria will not be obligated to provide services other than lunch Monday
through Friday.
In the event of a material breach of this Lease by Tenant, including the
failure to pay a Monthly Installment or Additional Rent, Tenant's rights to
use the personal property and the cafeteria without additional charge will be
automatically suspended after Tenant has had a reasonable opportunity to cure
such breach until the breach is cured to Landlord's reasonable satisfaction.
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