{"id":41762,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1000-bridge-parkway-redwood-city-ca-sublease-agreement.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1000-bridge-parkway-redwood-city-ca-sublease-agreement","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/1000-bridge-parkway-redwood-city-ca-sublease-agreement.html","title":{"rendered":"1000 Bridge Parkway (Redwood City, CA) Sublease Agreement &#8211; Oracle Corp., Network Computer Inc. and Westport Investments"},"content":{"rendered":"<pre>\n                                 SUBLEASE AGREEMENT\n\n                                      BETWEEN\n\n                                 ORACLE CORPORATION\n\n                                        AND\n\n                               NETWORK COMPUTER, INC.\n\n                                 September 17, 1997\n\n\n\n                                  SUBLEASE AGREEMENT\n\n          THIS SUBLEASE AGREEMENT (hereinafter referred to as 'Sublease'), \nentered into as of September 17, 1997, is made by and between ORACLE \nCORPORATION (herein called 'Sublandlord') and NETWORK COMPUTER, INC.  (herein \ncalled 'Subtenant'), with reference to the following facts:\n\n     A.   Pursuant to that certain Lease dated October 8, 1996, (the 'Master \nLease'), Westport Investments, a California general partnership ('Landlord'), \nas Landlord, leased to Sublandlord, as tenant, certain space (the 'Master \nLease Premises') consisting of the entire 48,384 square foot Building to be \nconstructed by Landlord and located at 1000 Bridge Parkway in the City of \nRedwood City (the 'Building').\n\n     B.   Subtenant wishes to sublease from Sublandlord, and Sublandlord \nwishes to sublease to Subtenant, the entire Master Lease Premises \n(hereinafter called the 'Subleased Premises').\n\n          NOW, THEREFORE, in consideration of the foregoing, and for other \ngood and valuable consideration, the receipt and adequacy of which are hereby \nacknowledged by the parties, Sublandlord and Subtenant hereby agree as \nfollows:\n\n          1.   SUBLEASE.  Sublandlord hereby subleases to Subtenant and \nSubtenant hereby subleases from Sublandlord for the term, at the rental, and \nupon all of the conditions set forth herein, the Subleased Premises.\n\n          2.   TERM.\n\n               2.1  TERM.\n\n                    (a)  INITIAL TERM.  The term of this Sublease ('Term') \nshall commence on September 8, 1997 (the 'Commencement Date') and end on \nSeptember 30, 2002 (the 'Expiration Date'), unless sooner terminated pursuant \nto any provision hereof.\n\n                    (b)  OPTION TO EXTEND.  Provided that Subtenant is not in \ndefault under this Sublease (or the Furniture and Equipment Lease attached \nhereto as Exhibit B) as of the date of Subtenant's exercise of the rights \ndescribed in this Section 2.1(b) or as of the date of commencement of a \nRenewal Term (defined below), Tenant shall have two (2) consecutive rights to \nextend the term of this Sublease, each for a period of five (5) years (each, \na 'Renewal Term') upon the same terms and conditions as are set forth herein, \nsuch rights to be exercised by written notice delivered to Landlord at least \none hundred eighty (180) days prior to the expiration of the Term or, in the \ncase of the Second Renewal Term, prior to the expiration of the First Renewal \nTerm.\n\n\n\n          3.   RENT.\n\n               3.1  RENT PAYMENTS.  From and after the Commencement Date \nSubtenant shall pay to Sublandlord as Base Rent for the Subleased Premises \nduring the Term the sum of $120,960.00 per month.  Such Base Rent amount \nshall be subject to increases tied to increases in the CPI (as defined in the \nMaster Lease) in accordance with the terms of Paragraph 44 of the Master \nLease, it being the intent of the parties hereto that Subtenant shall pay as \nRent hereunder the amount Subtenant is required to pay Landlord as Rent under \nthe Master Lease.  If the Term does not end on the last day of a month, the \nBase Rent and Additional Rent (hereinafter defined) for that partial month \nshall be prorated by multiplying the monthly Base Rent and Additional Rent by \na fraction, the numerator of which is the number of days of the partial month \nincluded in the Term and the denominator of which is the total number of days \nin the full calendar month.  All Rent (hereinafter defined) shall be payable \nin lawful money of the United States, by wire transfer or regular bank check \nof Subtenant, or such other means as the parties may mutually agree, to \nSublandlord at the address stated herein or to such other persons or at such \nother places as Sublandlord may designate in writing.\n\n               3.2  OPERATING EXPENSES.\n\n                    (a)  DEFINITIONS.  For purposes of this Sublease and in \naddition to the terms defined elsewhere in this Sublease, the following terms \nshall have the meanings set forth below:\n\n                         (1)  'ADDITIONAL RENT' shall mean the sums payable \npursuant to subparagraph 3.2(b) of this Sublease.\n\n                         (2)  'OPERATING COSTS' shall mean Additional Rent \n(as defined in Section 4(D) of the Master Lease) charged by Landlord to \nSublandlord pursuant to Section 4.D of the Master Lease.\n\n                         (3)  'RENT' shall mean, collectively, Base Rent, \nAdditional Rent, and all other sums payable by Subtenant to Sublandlord under \nthis Sublease, whether or not expressly designated as 'rent', all of which \nare deemed and designated as rent pursuant to the terms of this Sublease.\n\n                         (4)  'SUBTENANT'S PERCENTAGE SHARE' shall mean one \nhundred percent (100%).  Sublandlord and Subtenant acknowledge that \nSubtenant's Percentage Share has been obtained by dividing the rentable \nsquare footage of the Subleased Premises by the total rentable square footage \nof the Master Lease Premises and multiplying such quotient by 100.  In the \nevent Subtenant's Percentage Share is changed during a calendar year by \nreason of a change in the rentable square footage of the Subleased Premises \nor the Master Lease Premises, Subtenant's Percentage Share shall \n\n                                      2\n\n\n\nthereupon be adjusted to equal the result obtained by dividing the rentable \nsquare footage of the Subleased Premises by the rentable square footage of \nthe Master Lease Premises and multiplying such quotient by 100, and Sublease, \nSubtenant's Percentage Share shall be determined on the basis of the number \nof days during such calendar year at each such percentage share.\n\n                    (b)  In addition to the Base Rent payable pursuant to \nSection 3.1 above, from and after the Commencement Date, for each calendar \nyear of the Term, Subtenant, as Additional Rent, shall pay (i) Subtenant's \nPercentage Share of Operating Costs payable by Sublandlord for the then \ncurrent calendar year.  The Additional Rent payable pursuant to this \nSubsection (b) shall be determined and adjusted in accordance with the \nprovisions of Subsection 3.2(c) below.\n\n                    (c)  Pursuant to the provisions of Section 4.D of the \nMaster Lease, Landlord has the right to bill Tenant from time to time for \ncomponents of Additional Rent, or to elect to require Tenant to pay, in \nadvance, a monthly pro rata share of estimated Additional Rent.  The parties \nhereto agree that if and to the extent that Landlord elects to require the \npayment to all or any components of Additional Rent on the basis of an \ninvoice as described above, any such amount shall be payable by Subtenant to \nSublandlord within five (5) days following presentation by Sublandlord to \nSubtenant of an invoice therefore (which shall include a copy of Landlord's \ninvoice to Sublandlord). Alternatively, if and to the extent that Landlord \nelects to have Additional Rent under the Master Lease paid in monthly \nestimated payments, the determination and adjustment of Additional Rent \ncontemplated under Subsection 3.2(b) above shall be made in accordance with \nthe following procedures.\n\n                         (1)  Upon receipt of any statement from Landlord \nspecifying the estimated Operating Expenses to be charged to Sublandlord \nunder the Master Lease with respect to each calendar year, or as soon after \nreceipt of such statement as practicable, Sublandlord shall give Subtenant \nwritten notice of its estimate of Additional Rent payable under Subsection \n3.2(b) for the ensuing calendar year, which estimate shall be prepared based \non the estimate received from Landlord (as Landlord's estimate may change \nfrom time to time), together with a copy of the statement received from \nLandlord.  Sublandlord's estimate of Additional Rent to be paid by Subtenant \npursuant to this Sublease shall not exceed Subtenant's Percentage Share of \nLandlord's estimate delivered to Sublandlord pursuant to the Master Lease (as \nLandlord's estimate may change from time to time).  On or before the first \nday of each month during each calendar year, Subtenant shall pay to \nSublandlord as Additional Rent one-twelfth (1\/12th) of such estimated amount \ntogether with the Base Rent.\n\n                                      3\n\n\n\n                         (2)  In the event Sublandlord's notice set forth in \nSubsection 3.2(c)(1) is not given on or before December of the calendar year \npreceding the calendar year for which Sublandlord's notice is applicable, as \nthe case may be, then until the calendar month after such notice is delivered \nby Sublandlord, Subtenant shall continue to pay to Sublandlord monthly, \nduring the ensuing calendar year, estimated payments equal to the amounts \npayable hereunder during the calendar year just ended.  Upon receipt of any \nsuch post-December notice Subtenant shall (i) commence as of the immediately \nfollowing calendar month, and continue for the remainder of the calendar \nyear, to pay to Sublandlord monthly such new estimated payments and (ii) if \nthe monthly installment of the new estimate of such Additional Rent is \ngreater than the monthly installment of the estimate for the previous \ncalendar year, pay to Sublandlord within thirty (30) days of the receipt of \nsuch notice an amount equal to the difference of such monthly installment \nmultiplied by the number of full and partial calendar months of such year \npreceding the delivery of such notice.\n\n                    (d)  Within thirty (30) days after the receipt by \nSublandlord of a final statement of Operating Cost from Landlord with respect \nto each calendar year, Sublandlord shall deliver to Subtenant a statement of \nthe adjustment to be made pursuant to Section 3.2 hereof for the calendar \nyear just ended, together with a copy of the Statement received by \nSublandlord from Landlord.  If on the basis of such statement Subtenant owes \nan amount that is less than the estimated payments for the calendar year just \nended, previously paid by Subtenant, Sublandlord shall credit such excess to \nthe next payments of Rent coming due or, if the term of this Sublease is \nabout to expire, promptly refund such excess to Subtenant.  If on the basis \nof such statement Subtenant owes an amount that is more than the estimated \npayments for the calendar year just ended previously made by Subtenant, \nSubtenant shall pay the deficiency to Sublandlord within thirty (30) days \nafter delivery of the statement from Sublandlord to Subtenant.\n\n                    (e)  Sublandlord shall refund to Subtenant Subtenant's \nPercentage Share of any sums actually refunded or reimbursed to Sublandlord \npursuant to the terms of the Master Lease, reduced by Subtenant's Percentage \nShare of any amounts, including attorney's fees, expended by Sublandlord to \nobtain such refund, reimbursement or payment.\n\n                    (f)  For partial calendar years during the term of this \nSublease, the amount of Additional Rent payable pursuant to Subsection 3.2(d) \nthat is applicable to that partial calendar year shall be prorated based on \nthe ratio of the number of days of such partial calendar year falling during \nthe term of this Sublease to 365.  The expiration or earlier termination of \nthis Sublease shall not affect the obligations of Sublandlord and Subtenant \npursuant to Subsection 3.2 (d), and such obligations shall survive, remain to \nbe\n\n                                      4\n\n\n\nperformed after, any expiration or earlier termination of this Sublease.\n\n          4.   USE AND OCCUPANCY.\n\n               4.1  USE.  The Subleased Premises shall be used and occupied \nonly for the use permitted under Section 1 of the Master Lease by Subtenant, \nSubtenant's employees and visitors and for no other use or purpose.\n\n               4.2  COMPLIANCE WITH MASTER LEASE.\n\n                    (a)  Subtenant agrees that it will occupy the Subleased \nPremises in accordance with the terms of the Master Lease and will not suffer \nto be done or omit to do any act which may result in a violation of or a \ndefault under any of the terms and conditions of the Master Lease, or render \nSublandlord liable for any damage, charge or expense thereunder. Subtenant \nfurther covenants and agrees to indemnify Sublandlord against and hold \nSublandlord harmless from any claim, demand, action, proceeding, suit, \nliability, loss, judgment, expense (including attorneys fees) and damages of \nany kind or nature whatsoever arising out of, by reason of, or resulting \nfrom, Subtenant's failure to perform or observe any of the terms and \nconditions of the Master Lease or this Sublease.  Any other provision in this \nSublease to the contrary notwithstanding, Subtenant shall pay to Sublandlord \nas Rent hereunder any and all sums which Sublandlord may be required to pay \nthe Landlord arising out of a request by Subtenant for additional Building \nservices from Landlord (e.g.  charges associated with after-hour HVAC usage \nand over standard electrical charges).\n\n                    (b)  Subtenant agrees that Sublandlord shall not be \nrequired to perform any of the covenants, agreements and\/or obligations of \nLandlord under the Master Lease.  Sublandlord shall not be responsible for \nany failure or interruption, for any reason whatsoever, of the services or \nfacilities that may be appurtenant to or supplied at the Building by Landlord \nor otherwise, including, without limitation, heat, air conditioning, \nventilation, life-safety, water, electricity, elevator service and cleaning \nservice, if any; and no failure to furnish, or interruption of, any such \nservices or facilities shall give rise to any (i) abatement, diminution or \nreduction of Subtenant's obligations under this Sublease (except to the \nextent that Sublandlord's obligations are abated, diminished or reduced under \nthe Master Lease) or (ii) liability on the part of Sublandlord.  \nNotwithstanding the foregoing, Sublandlord shall promptly take such action as \nmay reasonably be indicated, under the circumstances, to secure such \nperformance upon Subtenant's request to Sublandlord to do so and shall \nthereafter diligently prosecute such performance on the part of Landlord.\n\n                                      5\n\n\n\n          5.   MASTER LEASE AND SUBLEASE TERMS.\n\n               5.1  Subtenant acknowledges that Subtenant has reviewed and is\nfamiliar with all of the terms, agreements, covenants and conditions of the\nMaster Lease.\n\n               5.2  This Sublease is and shall be at all times subject and \nsubordinate to the Master Lease.  Additionally, Subtenant's rights under this \nSublease shall be subject to the terms of the Landlord's written Consent to \nSublease (the 'Consent').\n\n               5.3  The terms, conditions and respective obligations of \nSublandlord and Subtenant to each other under this Sublease shall be the \nterms and conditions of the Master Lease except for those provisions of the \nMaster Lease which are directly contradicted by this Sublease in which event \nthe terms of the Sublease document shall control over the Master Lease.  \nTherefore, for the purposes of this Sublease, wherever in the Master Lease \nthe word 'Landlord' is used it shall be deemed to mean the Sublandlord herein \nand wherever in the Master Lease the word 'Tenant' is used it shall be deemed \nto mean the Subtenant herein.  Any non-liability, release, indemnity or hold \nharmless provision in the Master Lease for the benefit of Landlord that is \nincorporated herein by reference, shall be deemed to inure to the benefit of \nSublandlord, Landlord, and any other person intended to be benefited by said \nprovision, for the purpose of incorporation by reference in this Sublease.  \nAny right of Landlord under the Master Lease of access or inspection and any \nright of Landlord under the Master Lease to do work in the Master Lease \npremises or in the Building and any right of Landlord under the Master Lease \nin respect of rules and regulations, which is incorporated herein by \nreference, shall be deemed to inure to the benefit of Sublandlord, Landlord, \nand any other person intended to be benefited by said provision, for the \npurpose of incorporation by reference in this Sublease.\n\n               5.4  For the purposes of incorporation herein, the terms of \nthe Master Lease are subject to the following additional modifications:\n\n                    (a)  In all provisions of the Master Lease (under the \nterms thereof and without regard to modifications thereof for purposes of \nincorporation into this Sublease) requiring the approval or consent of \nLandlord, Subtenant shall be required to obtain the approval or consent of \nboth Sublandlord and Landlord.\n\n                    (b)  In all provisions of the Master Lease requiring \nTenant to submit, exhibit to, supply or provide Landlord with evidence, \ncertificates, or any other matter or thing, Subtenant shall be required to \nsubmit, exhibit to, supply or provide, as the case may be, the same to both \nLandlord and \n\n                                      6\n\n\n\nSublandlord.  In any such instance, Sublandlord shall determine if such \nevidence, certificate or other matter or thing shall be satisfactory, in the \nexercise of its reasonable discretion.\n\n                    (c)  Sublandlord shall have no obligation to restore or \nrebuild any portion of the Sublease Premises after any destruction or taking \nby eminent domain.\n\n                    (d)  In all provisions of the Master Lease requiring \nTenant to designate Landlord as an additional or named insured on its \ninsurance policy, Subtenant shall be required to so designate Landlord and \nSublandlord on its insurance policy.\n\n               5.5  Notwithstanding the terms of Section 5.3 above, Subtenant \nshall have no rights nor obligations under the following parts, Sections and \nExhibits of the Master Lease:  2, 4A, 4B, 4D, 4F, 4G, 7, 12, 19, 34, 37, 43, \n44, 50(F) and 50(G), 51, 52, 53, and Construction Agreement.\n\n               5.6  During the Term and for all periods subsequent thereto \nwith respect to obligations which have arisen prior to the termination of \nthis Sublease, Subtenant agrees to perform and comply with, for the benefit \nof Sublandlord and Landlord, the obligations of Sublandlord under the Master \nLease which pertains to the Subleased Premises and\/or this Sublease, except \nfor those provisions of the Master Lease which are directly contradicted by \nthis Sublease, in which event the terms of this Sublease document shall \ncontrol over the Master Lease.\n\n          6.   TERMINATION OF MASTER LEASE.\n\n               6.1  If for any reason the term of the Master Lease shall \nterminate prior to the scheduled Expiration Date, this Sublease shall \nthereupon be terminated and Sublandlord shall not be liable to Subtenant by \nreason thereof, except if such termination results from Sublandlord's breach \nof its obligations hereunder; in no event shall Sublandlord be liable to \nSubtenant for consequential damages or the loss of Subtenant's profits or \nbusiness.\n\n               6.2  The foregoing is hereby included in this Sublease so as \nto comply with the provisions of Paragraph 49.A of the Master Lease:\n\n          If Landlord and Tenant jointly and voluntarily elect, for\n          any reason whatsoever, to terminate the Master Lease prior\n          to the scheduled Master Lease termination date, then this\n          Sublease (if then still in effect) shall terminate\n          concurrently with the termination of the Master Lease.\n          Subtenant expressly acknowledges and agrees that (1) the\n          voluntary termination of the Master Lease by Landlord\n\n                                      7\n\n\n\n          and Tenant and the resulting termination of this Sublease \n          shall not give Subtenant any right or power to make any legal\n          or equitable claim against Landlord, including without\n          limitation any claim for interference with contract or\n          interference with prospective economic advantage, and (2)\n          Subtenant hereby wives any and all rights it may have under\n          law or at equity against Landlord to challenge such an early\n          termination of the Sublease, and unconditionally releases\n          and relieve Landlord, and its officers, directors, employees\n          and agents, from any and all claims, demands, and\/or causes\n          of action whatsoever (collectively, 'Claims'), whether such\n          matters are known or unknown, latent or apparent, suspected\n          or unsuspected, foreseeable or unforeseeable, which\n          Subtenant may have arising out of or in connection with any\n          such early termination of this Sublease.  Subtenant\n          knowingly and intentionally waives any and all protection\n          which is or may be given by Section 1542 of the California\n          Civil Code which provides as follows: 'A general release\n          does not extend to claims which the creditor does not know\n          or suspect to exist in his favor at the time of executing\n          the release, which if known by him must have materially\n          affected his settlement with debtor.\n\n          The term of this Sublease is therefore subject to early\n          termination.  Subtenant's initials here below evidence (a)\n          Subtenant's consideration of and agreement to this early\n          termination provision, (b) Subtenant's acknowledgment that,\n          in determining the net benefits to be derived by Subtenant\n          under the terms of this Sublease, Subtenant has anticipated\n          the potential for early termination, and (c) Subtenant's\n          agreement to the general waiver and release of Claims above.\n\n\n          Initials: \/s\/ [ILLEGIBLE] 9\/24\/97    Initials: \/s\/ [ILLEGIBLE]\n                   ------                               ------\n                   Subtenant                            Tenant\n\n               6.3  Sublandlord covenants to maintain the Master Lease in \nfull force and effect, without default, throughout the term of this Sublease.\n\n          7.   INDEMNITY.  Subtenant shall indemnify, defend and hold \nharmless Sublandlord from and against all losses, costs,\n\n                                      8\n\n\n\ndamages, expenses and liabilities, including, without limitation, reasonable \nattorneys' fees and disbursements, which Sublandlord may incur or pay out \n(including, without limitation, to the landlord under the Master Lease) by \nreason of (i) any accidents, damages or injuries to persons or property \noccurring in, on or about the Subleased Premises (unless the same shall have \nbeen caused by Sublandlord's negligence or wrongful act or the negligence or \nwrongful act of the landlord under the Master Lease), (ii) any breach or \ndefault hereunder on Subtenant's part, (iii) the successful enforcement of \nSublandlord's rights under this Section 7 or any other Section of this \nSublease, (iv) any work done after the date hereof in or to the Subleased \nPremises except if done by Sublandlord or the landlord under the Master \nLease, or (v) any act, omission or negligence on the part of Subtenant and\/or \nits officers, partners, employees, agents, customers and\/or invitees, or any \nperson claiming through or under Subtenant relating to Subtenant's use of the \nLeased Premises pursuant to this Sublease.\n\n          8.   LIMITATION ON LIABILITY.  Sublandlord shall not be liable for \npersonal injury or property damage to Subtenant, its officers, agents, \nemployees, invitees, guests, licensees or any other person in the Sublease \nPremises, regardless of how such injury or damage may be caused (except to \nthe extent arising solely out of Sublandlord's gross negligence or willful \nmisconduct).  Any property of Subtenant kept or stored in the Sublease \nPremises shall be kept or stored at the sole risk of Subtenant.  Subtenant \nshall hold Sublandlord harmless from any claims arising out of any personal \ninjury or property damage occurring in the Sublease premises, including \nsubrogation claims by Subtenant's insurance carrier(s).\n\n          9.   CONSENTS.\n\n               9.1  Under the Master Lease, Sublandlord must obtain the \nconsent of Landlord to any subletting.  Landlord has, pursuant to that \ncertain letter dated May 14, 1997, consented to this Sublease.\n\n               9.2  CONSENTS AND APPROVALS.  In any instance when \nSublandlord's consent or approval is required under this Sublease, \nSublandlord's refusal to consent to or approve any matter or thing shall be \ndeemed reasonable if, among other matters, such consent or approval is \nrequired under the provisions of the Master Lease incorporated herein by \nreference but has not been obtained from Landlord.  Except as otherwise \nprovided herein, Sublandlord shall not unreasonably withhold, or delay its \nconsent to or approval of a matter if such consent or approval is required \nunder the provisions of the Master Lease and Landlord has consented to or \napproved of such matter.  If Subtenant shall seek the approval by or consent \nof Sublandlord and Sublandlord shall fail or refuse to give such consent or \napproval, Subtenant shall not be entitled to any damages for any withholding \nor delay of such approval or \n\n                                      9\n\n\n\nconsent by Sublandlord, it being agreed that Subtenant's sole remedy in \nconnection with an alleged wrongful refusal or failure to approve or consent \nshall be an action for injunction or specific performance and that said \nremedy of an action for injunction or specific performance shall be available \nonly in those cases where Sublandlord shall have expressly agreed in this \nSublease not to unreasonably withhold or delay its consent.\n\n          10.  ATTORNEY'S FEES.  If Sublandlord, Subtenant or Landlord brings \nan action to enforce the terms hereof or to declare rights hereunder, the \nprevailing party who recovers substantially all of the damages, equitable \nrelief or other remedy sought in any such action on trial and appeal shall be \nentitled to his reasonable attorney's fees to be paid by the losing party as \nfixed by the Court.\n\n          11.  'AS-IS' OCCUPANCY.  Sublandlord shall deliver, and Subtenant \nshall accept, possession of the Subleased Premises in their 'AS IS' \ncondition as the Subleased Premises exists on the date hereof, for purposes \nof Subtenant's general contractor constructing Subtenant's improvements.  \nNotwithstanding the foregoing, Sublandlord agrees (i) to use commercially \nreasonable efforts to enforce the provisions of the Master Lease as and when \nnecessary such that Landlord completes all work required of Landlord in the \nconstruction of the Building, and (ii) to either enforce or assign to \nSubtenant any warranties received by Sublandlord (whether directly or by \nassignment from Landlord) from contractors or suppliers.  Sublandlord shall \nhave no obligation to furnish, render or supply any work, labor, services, \nmaterials, furniture, fixtures, equipment, decorations or other items to make \nthe Subleased Premises ready or suitable for Subtenant's occupancy.  In \nmaking and executing this Sublease, Subtenant has relied solely on such \ninvestigations, examinations and inspections as Subtenant has chosen to make \nor has made and has not relied on any representation or warranty concerning \nthe Subleased Premises or the Building, except as expressly set forth in this \nSublease.  Subtenant acknowledges that Sublandlord has afforded Subtenant the \nopportunity for full and complete investigations, examinations and \ninspections of the Subleased Premises and the common areas of the Building.  \nSubtenant acknowledges that it is not authorized to make or do any \nalterations or improvements in or to the Subleased Premises except as \npermitted by the provisions of this Sublease and the Master Lease and that \nupon termination of this Sublease, Subtenant shall deliver the Subleased \nPremises to Sublandlord in the same condition as the Subleased Premises were \nat the commencement of the Term hereof, reasonable wear and tear excepted.\n\n          12.  PARKING.  During the Term hereof Subtenant and its employees \nshall be permitted to use all of the on-site parking spaces allocated to \nSublandlord in the Master Lease.\n\n                                     10\n\n\n\n          13.  NOTICES. Any notice by either party to the other \nrequired, permitted or provided for herein shall be valid only if in writing \nand shall be deemed to be duly given only if (a) delivered personally, or (b) \nsent by means of Federal Express, UPS Next Day Air or another reputable \nexpress mail delivery service guaranteeing next day delivery, or (c) sent by \nUnited States Certified or registered mail, return receipt requested, \naddressed (i) if to Sublandlord, at the following addresses:\n\n                         Oracle Corporation\n                         500 Oracle Parkway\n                         Box LGN2\n                         Redwood Shores, CA 94065\n                         Attn: Lease Administrator\n\n                         With a copy to:\n\n                         Oracle Corporation\n                         500 Oracle Parkway\n                         Box 5OP7\n                         Redwood Shores, CA 94065\n                         Attn: Legal Department\n\nand (ii) if the Subtenant, at the Subleased Premises.\n\nor at such other address for either party as that party may designate by \nnotice to the other.  A notice shall be deemed given and effective, if \ndelivered personally, upon hand delivery thereof, if sent via express mail, \nupon hand delivery, and if mailed by United States certified or registered \nmail, five (5) days following such mailing in accordance with this Section.\n\n          14.  COMPLETE AGREEMENT.  There are no representations, warranties, \nagreements, arrangements or understandings, oral or written, between the \nparties or their representatives relating to the subject matter of this \nSublease which are not fully expressed in this Sublease.  This Sublease \ncannot be changed or terminated nor may any of its provisions be waived \norally or in any manner other than by a written agreement executed by both \nparties.\n\n          15.  FURNITURE AND EQUIPMENT LEASE.  Concurrently with the \nexecution and delivery of this Sublease, Sublandlord and Subtenant are \nexecuting that certain Furniture and Equipment Lease attached hereto as \nEXHIBIT A.  The parties hereto acknowledge that the Furniture and Equipment \nLease shall govern Subtenant's use of certain items of furniture and \nequipment belonging to Sublandlord within the Sublease Premises, and of \ndefault under the Furniture and Equipment Lease shall automatically \nconstitute a default under this Sublease.\n\n          16.  INTERPRETATION.  This Sublease shall be governed by and construed\nin accordance with the laws of the State of\n\n                                     11\n\n\n\nCalifornia.  If any provision of this Sublease or the application thereof to \nany person or circumstance shall, for any reason and to any extent, be \ninvalid or unenforceable, the remainder of this Sublease and the application \nof that provision to other persons or circumstances shall not be affected but \nrather shall be enforced to the extent permitted by law.  The captions, \nheadings and titles, if any, in this Sublease are solely for convenience of \nreference and shall not affect its interpretation.  This Sublease shall be \nconstrued without regard to any presumption or other rule requiring \nconstruction against the party causing this Sublease or any part thereof to \nbe drafted.  If any words or phrases in this Sublease shall have been \nstricken out or otherwise eliminated, whether or not any other words or \nphrases have been added, this Sublease shall be construed as if the words or \nphrases so stricken out or otherwise eliminated were never included in this \nSublease and no implication or inference shall be drawn from the fact that \nsaid words or phrases were so stricken out or otherwise eliminated.  Each \ncovenant, agreement, obligation or other provision of this Sublease shall be \ndeemed and construed as a separate and independent covenant of the party \nbound by, undertaking or making same, not dependent on any other provision of \nthis Sublease unless otherwise expressly provided.  All terms and words used \nin this Sublease, regardless of the number or gender in which they are used, \nshall be deemed to include any other number and any other gender as the \ncontext may require.  The word 'person' as used in this Sublease shall mean a \nnatural person or persons, a partnership, a corporation or any other form of \nbusiness or legal association or entity.\n\n          17.  COUNTERPARTS.  This Sublease may be executed in separate \ncounterparts, each of which shall constitute an original and all of which \ntogether shall constitute one and the same instrument.  This Sublease shall \nbe fully executed when each party whose signature is required has signed and \ndelivered to each of the parties at least one counterpart, even though no \nsingle counterpart contains the signatures of all parties hereto.\n\n          18.  SUBLANDLORD'S OPTION TO TERMINATE.  Sublandlord shall have the \nright, from time to time during the Term, to terminate this Sublease with \nrespect to all or any portion of the Sublease Premises.  Any such termination \nshall be affected by at least six (6) months' advance written notice to \nSubtenant, which notice shall specify the portion of the Sublease Premises \nwhich shall be subject to such termination, and the effective date of such \ntermination.  Prior to the effective date of such termination as specified in \nSublandlord's notice, Subtenant shall vacate such portion of the Sublease \nPremises, leaving the same broom-clean and free of Subtenant's equipment, \npersonnel and personal property except such items of furniture and\/or \nequipment which Subtenant leases from Sublandlord pursuant to the Furniture \nand Equipment Lease attached hereto as Exhibit B, which Sublandlord has \nspecified that Subtenant must leave behind).  On the later to occur of (i) \n\n                                     12\n\n\n\nthe effective date of such termination as specified in the Sublandlord's \nnotice to Subtenant and (ii) the date upon which Subtenant actually vacates \nthe subject space pursuant to the provisions of the immediately preceding \nsentence, this Sublease shall be revised to provide that the Sublease \nPremises shall consist only of the portion of the Master Lease Premises which \nSubtenant may remain in occupancy of pursuant to the provisions of \nSublandlord's notice; concurrently, the Base Rent and Subtenant's Percentage \nShare shall be appropriately adjusted to reflect the relationship between the \nSublease Premises, as so reduced, and the Master Lease Premises.  As soon as \nreasonably possible, the Sublandlord shall present to Subtenant, for \nexecution by Subtenant, an amendment to this Sublease setting forth such \nchanges to the Sublease Premises, Base Rent payable, and Subtenant's \nPercentage Share, together with an amendment to the Furniture and Equipment \nLease, reflecting the reduction of the Sublease Premises in the manner \ndescribed in this Section 18.\n\n          IN WITNESS WHEREOF, the parties hereto hereby execute this Sublease \nas of the day and year first above written.\n\n                                   SUBLANDLORD:\n\n                                   ORACLE CORPORATION, a Delaware \n                                   corporation\n\n\n                                   By:  \/s\/ Bruce Lange\n                                      ----------------------------------------\n\n                                   Print Name:  BRUCE LANGE\n                                              --------------------------------\n\n                                   Title:  VP AND CORPORATE TREASURER\n                                         -------------------------------------\n\n\n                                   SUBTENANT:\n\n                                   NETWORK COMPUTER, INC., a Delaware \n                                   corporation\n\n\n                                   By:  \/s\/ Jerry Baker\n                                      ----------------------------------------\n\n                                   Print Name:  Jerry Baker\n                                              --------------------------------\n\n                                   Title:  CEO 9\/24\/97\n                                         -------------------------------------\n\n                                     13\n\n\n\n                                     EXHIBIT A\n\n                            FURNITURE &amp; EQUIPMENT LEASE\n\n     This Furniture and Equipment Lease ('Lease') is entered into as of \nSeptember 17, 1997, by and between Oracle Corporation ('Lessor'), and NETWORK \nCOMPUTER, INC.  ('Lessee'), with reference to the following facts:\n\n     A.   Lessor currently leases that certain office building located at \n1000 Bridge Parkway, Redwood City, California (the 'Building') pursuant to \nthe terms of a lease with Westpark Investments ('Master Lease').\n\n     B.   Lessor and Lessee are entering into that certain Sublease of even \ndate herewith (the 'Sublease') pursuant to which Lessor will sublet the \nBuilding to Lessee for an initial term of five (5) years, subject to certain \nrenewal and cancellation rights set forth therein.  In addition to subletting \nthe Building from Lessor, Lessee desires to lease from Lessor certain \nfurniture, equipment and furnishings owned or leased by Lessor and presently \nlocated in the Building, and Lessor is willing to lease the same to Lessee on \nthe terms, covenants and conditions hereinafter set forth.\n\n     NOW, THEREFORE, in consideration of the covenants herein contained, and \nfor other good and valuable consideration, the receipt and adequacy of which \nare hereby acknowledged, the parties hereto do hereby agree as follows.\n\n     1.   LEASE.  Lessor agrees to lease to Lessee and Lessee agrees to lease \nfrom Lessor, subject to the terms, covenants and conditions herein, the items \nof furniture, equipment, furnishings and other personal property described in \nEXHIBIT A attached hereto and incorporated herein by this reference (the \n'Furniture').  Lessor being the owner of the Furniture for all purposes, this \nLease is intended to constitute a true lease of the Furniture and not an \nagreement for the sale of or the grant of a security interest in any \nFurniture. Lessee's interest in the Furniture is limited to a leasehold.\n\n     2.   TERM.  The term of this Lease shall commence upon the commencement \ndate of the term of the Sublease referred to above and, unless earlier \nterminated as provided herein, shall continue for so long as the Sublease \nshall remain in effect.  Upon the commencement of the term of this Lease, \nLessor and Lessee shall conduct an inspection of the Building in order to \nidentify and inventory the Furniture and verify its then current condition.\n\n     3.   RENT.  Lessee shall pay to Lessor rent for the Furniture in the \namount of $55,095.16 per month.  Lessee shall commence \n\n\n\npayment of such monthly rent on the commencement date of the term of the \nSublease, which date shall be September 8, 1997, unless otherwise determined, \nnotwithstanding any earlier commencement of the term of this Lease.  The \nparties understand and acknowledge that the rent figure set forth above is an \nestimate by Lessor of the rent to be payable hereunder, based upon Lessor's \npreliminary estimate of the initial cost of the Furniture and the \namortization of such cost over the term of this Lease, and that Lessor shall \nnot know the actual initial cost of the Furniture until after the date of \ncommencement of the term.  Accordingly, Lessor shall have the right, within \nsix (6) months following the date of commencement of the term of this Lease, \nto deliver notice to Lessee setting forth a revised monthly rent figure \npayable hereunder, together with reasonable back-up documentation supporting \nthe calculation of such rent figure.  If such monthly rental amount is in \nexcess of the amount stated above, Lessee shall deliver to Lessor a \nreconciliation payment of any underpayment within thirty (30) days following \nLessor's delivery of such statement; correspondingly, if such figure is less \nthan the monthly rental figure set forth above, Lessor shall credit any \noverpayments by Lessee against Lessee's next due payment(s) of rent \nhereunder.  Such monthly rent shall be payable in advance on the first day of \neach calendar month during the term hereof, in lawful money of the United \nStates (via wire transfer or other method mutually acceptable to Lessor and \nLessee), to Lessor at its offices at 500 Oracle Parkway, Box LGN2, Redwood \nCity, California 94065, Attention:  Lease Administrator, or to such other \nperson or at such other place as Lessor may from time to time designate in \nwriting.  All rent and other amounts payable hereunder shall be due and \npayable without any offset, deduction, prior notice or demand and without any \nabatement, reduction, counterclaim or other right Lessee may claim against \nLessor.\n\n     4.   CONDITION OF FURNITURE.  Upon the commencement of the term of this \nLease, Lessor shall deliver the Furniture to Lessee in good order and repair, \nsubject to normal wear and tear.  Lessee acknowledges that Lessor is not a \nseller under the California Uniform Commercial Code and that Lessor makes no \nwarranties of any nature, including, but not limited to, warranties as to the \nmerchantability of the Furniture, its fitness for any particular purpose, its \ninstallation, its size, design, capacity or condition, its quality, its \ncompliance with any law, rule, specification or contract or latent defects.\n\n     5.   LOCATION; LESSOR'S INSPECTIONS; LABELS.  All of the Furniture shall \nremain at the Building and shall not be removed therefrom for any reason \nwhatsoever without Lessor's prior written consent.  Lessor shall have the \nright to enter the Building and inspect the Furniture at any time during \nnormal business hours and upon reasonable advance notice given to Lessee.  If \nLessor supplies Lessee with labels stating that the Furniture or any item \nthereof is owned by Lessor (or by a primary lessor), Lessee shall affix and \nkeep the same on each item of Furniture, Lessee shall not alter, \n\n                                      2\n\n\n\ndeface or remove any of the same and Lessee shall promptly replace any such \nlabels that may be removed, defaced or destroyed.  Lessee shall not permit \nthe name of any person other than Lessor (or any primary lessor identified to \nLessee) to be placed on any item of Furniture in a manner that might be \ninterpreted as a claim of any right, title or interest in or to such item.\n\n     6.   TITLE.  Title to each item of Furniture (whether full legal title \nor Lessor's interest as primary lessee) shall be and remain with Lessor at \nall times, and Lessee shall at no time make any assertion to the contrary.  \nLessee shall have no right, title or interest in or to any of the Furniture \nexcept its leasehold interest solely as lessee as provided herein.\n\n          Each item of Furniture is and shall at all times remain personal \nproperty, notwithstanding the manner in which it may now or hereafter be \naffixed or attached to the Building.\n\n     7.   REPAIRS AND MAINTENANCE; USE; ALTERATIONS.  Lessee, at its sole \nexpense, shall keep the Furniture in good working order, condition and repair \nthroughout the term of this Lease, ordinary wear and tear excepted.  Lessee \nrepresents, warrants and agrees that all Furniture will be used solely for \nbusiness purposes and not for personal, family or household purposes.  Lessee \nshall use the Furniture in a careful, proper manner only for the purposes for \nwhich it is intended to be used.\n\n     8.   SURRENDER.  Lessee acknowledges and agrees that each item of the \nFurniture will have significant value to Lessor at the expiration or earlier \ntermination of the term of this Lease, and that Lessor intends to retake \npossession of the Furniture at that time.  Lessor shall notify Lessee of \nLessor's schedule for removal of the Furniture, and Lessee shall cooperate \nwith Lessor in effecting the removal of the Furniture from the Building in \naccordance with Lessor's schedule.  The parties shall agree upon an equitable \nproration of the rent for the final month of the term hereof based upon \nLessor's schedule for removal of the Furniture.\n\n     9.   RISK OF LOSS.  Lessee shall at all times bear the entire risk of \nloss, theft, destruction or damage, whether partial or complete and whether \nor not insured, of each item of the Furniture, and of any condemnation, \nconfiscation, requisition, seizure, forfeiture or other taking of title to or \nuse of each item of Furniture, whether partial or complete, from any cause \nwhatsoever (herein 'Loss or Damage'), except to the extent that any such Loss \nor Damage may result from the negligence or willful misconduct of Lessor, or \nits agents, contractors or employees; and Lessee shall indemnify and defend \nLessor and hold Lessor harmless from and against any and all Loss or Damage, \nexcept to the extent that any such Loss or Damage may result from the \nnegligence or willful misconduct of Lessor, or its agents, contractors or \nemployees, until such time as such item of Furniture shall have been returned \n\n                                      3\n\n\n\nto Lessor and received by Lessor in accordance with all terms and conditions \nof this Lease.  No Loss or Damage shall release, impair or otherwise affect \nLessee's obligation to pay rent or any other obligation of Lessee under this \nLease.  In the event of any Loss or Damage to any item of Furniture, Lessee \nshall notify Lessor thereof in writing within five (5) days after the \noccurrence of such Loss or Damage, and Lessee shall immediately, at Lessee's \noption and at Lessor's sole expense, with respect to such item of Furniture, \n(a) place the same in good working order, condition and repair, (b) replace \nthe same with like Furniture in good working order, condition and repair, \nhaving equivalent value and utility and with clear title therein in Lessor \n(which shall thereupon be deemed substituted for such item of Furniture for \nall purposes), or (c) pay to Lessor an amount equal to the replacement cost \nof such item of Furniture.\n\n     10.  INSURANCE.  Lessee shall, at its own expense, at all times during \nthe term of this Lease, insure the Furniture against risks customarily \ninsured against (as reasonably approved by Lessor) on similar items of \nfurniture in an amount not less than the full cost of replacement of the \nFurniture.  The insurance shall provide thirty (30) days prior written notice \nto Lessor in the event of material change to or cancellation or expiration of \nthe insurance. Lessee shall deliver to Lessor certificates of such insurance \nand evidence satisfactory to Lessor of Lessee's payment when due of all \npremiums on such insurance.  Without relieving Lessee of its obligations \nunder section 9 above, in the event of any Loss or Damage, if Lessor receives \nany insurance proceeds as a consequence of being the loss payee under any \ninsurance policy maintained by Lessee, Lessor shall make such proceeds \navailable to Lessee for replacement of any items of Furniture damaged or \ndestroyed.\n\n     11.  LIENS; TAXES.  During the term of this Lease, Lessee shall keep the \nFurniture free of all claims, liens, charges, security interests and other \nencumbrances resulting from the action of Lessee.  During the term of this \nLease, Lessee shall comply with all federal, state and local laws requiring \nthe filing of ad valorem and other tax returns relating to the Furniture.  If \nsuch returns are required to be filed by Lessor, Lessee shall so notify \nLessor in writing, whereupon Lessee shall provide Lessor promptly on request \nsuch information as Lessor shall require to complete such returns, and Lessor \nshall file such returns.  If Lessee does not pay any of the same when due, \nLessor shall have the right, but shall not be obligated, to pay the same, in \nwhich event Lessee shall pay to Lessor on demand, as additional rent, an \namount equal to all amounts paid or expenses incurred by Lessor, together \nwith interest thereon at the annual rate of twelve percent or, if lower, the \nmaximum rate that Lessor may lawfully charge.\n\n     12.  INDEMNITY.  Lessee shall indemnify and defend (by counsel engaged \nby Lessee, but satisfactory to Lessor) Lessor and its\n\n                                      4\n\n\n\nagents, employees, officers and directors and hold them harmless from and \nagainst any and all claims, liabilities, losses, damages and expenses, \nincluding, without limitation, all court costs and attorneys' and expert \nwitnesses' fees and costs, arising from or in connection with or based on (a) \nthe possession, condition, operation or use (by whomever operated or used) of \nany of the Furniture, or (b) the performance or enforcement of any of the \nterms, or any noncompliance or nonperformance of any condition, of this \nLease, except to the extent that any of the foregoing result from the \nnegligence or willful misconduct of Lessor, or its agents, contractors or \nemployees, or from any breach on the part of Lessor under any contract made \nby Lessor affecting any of the Furniture.  Lessee shall satisfy, pay and \ndischarge any and all settlements, judgments and fines that may be recovered \nagainst Lessor in connection therewith.  Lessor shall give Lessee written \nnotice of any such claim.\n\n     13.  ASSIGNMENT.  Lessee expressly covenants and agrees that it shall \nnot assign, mortgage or encumber this Lease or sublet or lend any of the \nFurniture or permit any of the Furniture to be used by anyone other than \nLessee.  No assignment or sublease by Lessee shall in any event relieve or \nrelease Lessee of or from any debt, duty, obligation or liability hereunder, \nand Lessee shall remain primarily liable hereunder.\n\n          Lessor, in its sole and absolute discretion, may sell, assign, \ntransfer, pledge, hypothecate, grant security interests in or otherwise \nencumber or dispose of this Lease or any interest herein, as a whole or in \npart, without notice to Lessee.  Notwithstanding any assignment by Lessor, \nLessor warrants that so long as Lessee is not in default hereunder, Lessee \nshall quietly enjoy use of the Furniture subject to the terms and conditions \nof this Lease and, as part of any such assignment, the assignee thereunder \nshall agree that Lessee's rights hereunder in and to the Furniture shall not \nbe disturbed so long as Lessee is not in default hereunder.  Lessor shall \nnotify Lessee in writing of any transfer of this Lease by Lessor; and Lessee \nagrees to acknowledge receipt of and comply with any notice thereof given by \nLessor in writing and to provide Lessor or its assignee with such agreements, \nconsents, conveyances, documents and certificates as may be reasonably \nrequested by Lessor or its assignee to effect, facilitate or perfect any \nassignment by Lessor.\n\n          Subject to the foregoing, this Lease shall inure to the benefit of \nand bind Lessor, Lessee and their respective heirs, legatees, personal \nrepresentatives, successors and assigns.\n\n     14.  DELINQUENCY CHARGE.  Should Lessee fail to pay any rent hereunder \nor any other sum required to be paid to Lessor by Lessee on the date due, \nLessee agrees to pay to Lessor, on demand, (a) an amount equal to five \npercent (5%) of such rent or other sum, and (b) all of Lessor's costs and \nexpenses incurred or paid in\n\n                                      5\n\n\n\ncollecting the delinquent payment, with interest thereon from the date paid \nby Lessor until paid by Lessee at the annual rate of twelve percent or, if \nlower, the maximum rate Lessor may lawfully charge.\n\n     15.  DEFAULT.  Any of the following shall constitute a 'default' \nhereunder: (a) Lessee fails to pay when due any rent or any other sum \nrequired to be paid hereunder and such failure continues for ten days from \nwritten notice thereof from Lessor; (b) Lessee fails to observe, keep or \nperform any other term, covenant or condition of this Lease and such failure \ncontinues for thirty days from written notice thereof from Lessor; (c) Lessee \nbecomes insolvent or admits in writing its inability to pay or fails to pay \nits debts as they become due, or makes an assignment for the benefit of its \ncreditors, or applies for or acquiesces in the appointment of a receiver, \ntrustee or other custodian for any of its properties or assets; (d) any \nproceeding shall be commenced by or against Lessee for any relief which \nincludes, or might result in, any modification of the obligations of Lessee \nunder this Lease or relief under any bankruptcy or insolvency laws or other \nlaws relating to the relief of debtors, adjustment of indebtedness, \nreorganization, composition or extension, unless, in the case of an \ninvoluntary proceeding not consented to or acquiesced in by Lessee, such \nproceeding shall have been dismissed within 90 days after the same shall have \nbeen commenced (provided that this Lease shall terminate automatically if \nLessee fails to pay any rent when due hereunder after a proceeding has been \ncommenced by or against Lessee under the United States Bankruptcy Code); (e) \nLessee voluntarily or involuntarily, by operation of law or otherwise, \nremoves, sells, transfers, assigns, grants any security interest in, pledges, \nhypothecates, encumbers, parts with possession of or sublets this Lease or \nany Furniture, or attempts to do so, except only as and to the extent \nexpressly permitted hereby; or (f) Lessee commits an event of default under \nthe Sublease.\n\n     16.  REMEDIES.  On any default hereunder by Lessee, Lessor shall have \nthe right, but shall not be obligated, to exercise at any time or from time \nto time thereafter any one or more of the following rights and remedies, any \nof which rights and remedies may be exercised by Lessor without notice to or \ndemand on Lessee:\n\n          (a)  ADVANCE RENT.  If Lessee shall have paid any rent hereunder in \nadvance of the due date therefor, Lessor may apply any or all thereof to any \nobligation of Lessee hereunder.\n\n          (b)  RECOVERY OF SUMS DUE AND TO BECOME DUE.  In lieu of such \nacceleration, Lessor may recover all rent and other amounts due as of the \ndate of such default and recover all rent and other sums as they accrue \nthereafter.\n\n          (c)  PROCEEDING IN COURT.  Lessor may proceed by appropriate court \naction, either at law or in equity, to enforce\n\n                                      6\n\n\n\nperformance by Lessee of the terms and conditions of this Lease or to recover \ndamages for the breach hereof or to regain possession of the Furniture.\n\n          (d)  TERMINATION.  Any of the foregoing actions by Lessor under \nthis section 16 shall not constitute a termination of this Lease or any of \nLessee's obligations under this Lease.  Lessor may, in its exclusive \ndiscretion, terminate this Lease by express written notice thereof to Lessee.\n\n          (e)  OTHER REMEDIES.  Lessor may pursue any other remedy available \nto Lessor at law or in equity.  Under all circumstances, Lessee shall also \npay to Lessor, on demand, an amount equal to any and all incidental damages \nsustained by Lessor, including, without limitation, all costs of collection, \nrepossession, transportation, storage, repair, reconditioning, resale or \nother disposition of the Furniture, all attorneys', expert witnesses' and \naccountants' fees and costs (whether or not suit is commenced), court costs \nand other costs and expenses incurred in exercising any rights or remedies \nhereunder or in enforcing any of the terms or conditions hereof.\n\n          The discount rate for purposes of determining present value shall \nbe a rate equal to one percent in excess of the discount rate of the Federal \nReserve Bank of San Francisco as of the date of entry of judgment in favor of \nLessor.\n\n          The provisions of this section 16 shall not prejudice Lessor's \nright to recover or prove damages for unpaid rent accrued prior to default.  \nNo remedy referred to in this section 16 is intended to be exclusive, but \neach shall be cumulative and in addition to any other remedy referred to \nabove or otherwise available to Lessor at law or in equity and may be \nexercised concurrently or consecutively.  The exercise or beginning of \nexercise by Lessor of any one or more of such remedies shall not preclude the \nsimultaneous or later exercise by Lessor of any or all of such other \nremedies.  Lessor's remedies shall be available to Lessor's successors and \nassigns.\n\n     17.  FURTHER ASSURANCES.  Lessee will promptly and duly execute and \ndeliver to Lessor such further documents and assurances and take such further \naction as Lessor may from time to time reasonably request in order more \neffectively to carry out the intent and purposes of this Lease and to \nestablish and protect the rights, interests and remedies intended to be \ncreated in favor of Lessor hereunder, including, without limitation, the \nexecution and filing of financing statements and continuation statements with \nrespect to the Furniture and this Lease.\n\n     18.  PERFORMANCE BY LESSOR OF LESSEE'S OBLIGATIONS.  If Lessee fails\npromptly to perform any of its obligations under this Lease, Lessor, on written\nnotice to Lessee, may (but shall not be obligated to and shall not incur any\nliability or obligation to\n\n                                      7\n\n\n\nLessee or any third party for failure to) perform the same for the account of \nLessee without waiving Lessee's failure as a default.  All sums paid or \nexpense or liability incurred by Lessor in such performance (including \nreasonable legal fees) shall be promptly reimbursed by Lessee on demand of \nLessor, together with interest thereon from the date paid by Lessor to the \ndate reimbursed by Lessee at the annual rate of twelve percent or, if lower, \nthe maximum rate that Lessor may lawfully charge.\n\n     19.  NOTICES.  All notices, consents and other communications required \nor permitted under this Lease shall be in writing and shall be deemed duly \ngiven and received when delivered personally or three days after mailing if \nmailed by first class or certified mail, charges or postage prepaid, properly \naddressed to Lessor or Lessee, as the case may be, at its address set forth \nbelow, or at such other address as either party shall from time to time \ndesignate by notice under this section 19.\n\n          Lessor:        Oracle Corporation\n                         500 Oracle Parkway\n                         Box LGN2\n                         Redwood Shores, CA 94065\n                         Attn: Lease Administrator\n\n          With copy to:  Oracle Corporation\n                         500 Oracle Parkway\n                         Box 5OP7\n                         Redwood City, California 94065\n                         Attention:  Lease Administrator\n\n          Lessee:        At the Building\n\n     20.  ENFORCEMENT.  This Lease shall be deemed to have been entered into \nin the County of San Mateo, State of California, where this Lease is being \nsigned on behalf of Lessor and Lessee, and all performance on the part of \nLessee, including the payment of all rent and other sums due hereunder, shall \nbe deemed to have been required to be performed by Lessee in said County.  \nThis Lease shall be governed by and construed, interpreted and enforced in \naccordance with the laws of the State of California, without giving effect to \nprinciples of conflicts of law or choice of law.  Jurisdiction and venue in \nany action or proceeding in connection with this Lease shall be in the proper \nstate or Federal court located in the City and County of San Francisco or the \nCounty of San Mateo, State of California.\n\n     21.  MISCELLANEOUS.  The singular includes the plural and vice versa, as \napplicable.  The term 'Lessee' as used herein, if this Lease is signed by \nmore than one Lessee, means each Lessee, and their obligations and \nrepresentations hereunder shall be joint and several.  The headings or \ncaptions at the beginning of sections\n\n                                      8\n\n\n\nhereof are solely for convenience of reference and are not part of this Lease.\n\n     22.  TIME.  Time is of the essence of this Lease.\n\n     23.  ENTIRE AGREEMENT; AMENDMENT; WAIVER.  This Lease constitutes the \nentire agreement between Lessor and Lessee and supersedes all prior or \ncontemporaneous agreements, promises, representations, correspondence and \nnegotiations, regarding the subject matter hereof.  This Lease may not be \namended, altered or changed except by written agreement signed by Lessor and \nLessee and supported by new consideration.  No provision hereof for the \nbenefit of Lessor and no default of Lessee hereunder may be waived except in \nwriting signed by Lessor.  No failure on the part of Lessor to exercise, and \nno delay in exercising, any right or remedy hereunder shall operate as a \nwaiver thereof. Waiver by Lessor of any provision hereof or default hereunder \nin any instance shall not constitute a waiver as to any other provision, \ndefault or instance.\n\n     24.  SEVERABILITY.  If any provision of this Lease is held invalid, such \ninvalidity shall not affect the other provisions, which shall be given effect \nwithout the invalid provision.\n\n     IN WITNESS WHEREOF, the parties hereto have executed this Furniture \nLease as of the date first above written.\n\nLESSOR:                                 LESSEE:\n\nORACLE CORPORATION                      NETWORK COMPUTER, INC.\n\n\nBy:                                     By:\n   -----------------------------------     -----------------------------------\n\nName:                                   Name:\n     ---------------------------------       ---------------------------------\n\nTitle:                                  Title:\n      --------------------------------        --------------------------------\n\n                                      9\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8051,8419],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9583,9579],"class_list":["post-41762","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-liberate-technologies","corporate_contracts_companies-oracle-corp","corporate_contracts_industries-technology__software","corporate_contracts_types-land__ca","corporate_contracts_types-land"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41762","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41762"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41762"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41762"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41762"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}