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,
/S/ Steven A. Anderson
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