THE CAC GROUP
COMMERCIAL REAL ESTATE
STEVEN A. ANDERSON
255 CALIFORNIA STREET
2ND FLOORSAN
FRANCISCO, CA 94111
TEL 415-291-8880
DIRECT 415-291-8880
VICE PRESIDENT
FAX 415-291-8208
November 17, 1997
Mr. Kim Jones
Forecross Corporation
90 New Montgomery Street
Suite 710
San Francisco, CA 94105
RE: Lease Expansion Proposal for Forecross Corporation at 90 New Montgomery
Street,San Francisco
Dear Kim:
The following is a preliminary letter of intent and outlines the basic
business terms and conditions of a proposed lease between The Canada Life
Assurance Company (as "Landlord") and Forecross Corporation (as "Tenant") at
90 New Montgomery Street, San Francisco (the "Building").
1. PREMISES:
Approximately 3,974 rentable square feet (suite 1401) on floor 14
("Premises"). Exhibit A attached hereto shows the location of the Premises
on the floor. Final space measurement would be subject to Landlord's
architect's review.
2. TERM:
January 1, 1998 to December 31, 2,001.
3. COMMENCEMENT:
January 1, 1998 or upon delivery of Premises to Tenant, whichever is sooner.
4. BASE RENT:
$ 36.00,per square foot, fully serviced.
5. TENANT IMPROVEMENTS:
Tenant would accept the Premises in their "as is" configuration and
condition. Prior to Tenant's occupancy the Landlord, at its sole cost and
expense, shall recarpet and repaint the Premises using building standard
finishes.
Mr. Kim Jones
November 17, 1997
Page 2
An additional $5.00 per square foot in tenant improvements could be amortized
as additional rent over the term of the remaining lease term. The Landlord
would use 11% interest per annum for amortization of Landlord's costs.
Landlord would prepare all architectural and engineering services needed in
connection with the construction of the tenant improvements if necessary. The
costs for architectural and engineering services would be paid out of the
Tenant's amortized costs.
6. BASE YEAR FOR OPERATING EXPENSES AND PROPERTY TAXES:
Calendar Year 1997 from January 1, 1997 through December 31, 1997 ("Base
Year") based an a 95% occupied building. Base Year expenses would be included
as part of the Base Rent.
If in any calendar year after the Base Year operating expenses and property
taxes exceed those for the Base Year, Tenant would pay its pro rata share of
any such increase.
7. SECURITY DEPOSIT:
One months' Base Rent would be held by Landlord in a non-interest bearing
account for the lease term.
8. ADVANCE RENT:
Tenant would pay to Landlord one (1) month's rent upon execution of the lease
agreement between Landlord and Tenant. The advance rent would apply to the 1st
month's Base Rent payable under the Lease.
9. AGENCY:
Landlord and Tenant have been notified and acknowledge the fact that The CAC
Group and NAMCO represent both the Landlord and Tenant in this
transaction.
10. FINANCIAL REVIEW:
Tenant is to submit evidence of its financial condition (i.e. financial
statements, bank references, etc.) with this signed letter for review and
approval by Landlord.
Landlord requests that Tenant evidence by its signature below (1) that the
foregoing correctly reflects the basic business terms upon which Tenant would
be prepared to enter into a lease, and (2) Tenant's understanding that this
letter of intent is preliminary only in nature and is not intended to create
any legal obligation binding on either party. It is to be used as a basis for
preparation of a definitive written lease which may contain materially
additional or different terms and conditions, and which will be subject, in
any event, to approval in form and substance by each party and its respective
counsel. Any binding agreement will be only evidenced by such definite lease,
so approved and mutually executed and delivered by the parties. We have
enclosed a basic lease information form which the Tenant would need to
complete in order to allow the Landlord to properly prepare the lease
document.
Tenant is encouraged to sign and return one duplicate of this letter prior to
November 25, 1997, so that we may proceed. Naturally, the matter needs
to go
Mr. Kim Jones
November 17, 1997
Page 3
forward promptly and without delay, since the Premises will remain on the
market until a transaction is finally concluded.
As in any real estate transaction, it is recommended that you consult with a
professional, such as a civil engineer, industrial hygienist or other person,
with the experience in evaluating the condition of the property including the
possible presence of asbestos, hazardous materials and underground storage
tanks.
The parties hereto agree to comply with all applicable federal, state and
local laws, regulations, codes, ordinances and administrative orders having
jurisdiction over the parties, property or subject matter of this agreement,
including, but not limited to, the 1964 Civil Rights Act and all amendments.
thereto, the Foreign Investment in Real Property Tax Act, the Comprehensive
Environmental Response Compensation and Liability Act, and The American's With
Disabilities Act.
On behalf of the Landlord, we are excited about the prospect of having
Forecross Corporation expand as a tenant in 90 New Montgomery Street. Please
call us should you have any questions or need additional information.
Sincerely,
Steven A. Anderson
Vice President
(415) 291-8886
CC:
Ms. W. White
Ms. A. McNee
Ms. A. Dawkins
AGREED AND ACCEPTED this _______ day of November,
1997.
Forecross Corporation
By:
Title: President and CEO