{"id":41922,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/highway-237-and-north-first-street-san-jose-ca-agreement-for.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"highway-237-and-north-first-street-san-jose-ca-agreement-for","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/highway-237-and-north-first-street-san-jose-ca-agreement-for.html","title":{"rendered":"Highway 237 and North First Street (San Jose, CA) Agreement for Purchase and Sale of Land &#8211; 3Com Corp. and Palm Inc."},"content":{"rendered":"<pre>                                TABLE OF CONTENTS\n\n\n\n                                                                                                               PAGE\n                                                                                                        \nARTICLE I BASIC DEFINITIONS.......................................................................................1\n\n\n   Section 1.1        CLOSING DATE................................................................................1\n   Section 1.2        CONTINGENCY PERIOD..........................................................................1\n   Section 1.3        EFFECTIVE DATE..............................................................................1\n   Section 1.4        ENVIRONMENTAL LAWS..........................................................................1\n   Section 1.5        HANDLING....................................................................................1\n   Section 1.6        HAZARDOUS MATERIALS.........................................................................1\n   Section 1.7        INTANGIBLE PROPERTY.........................................................................3\n   Section 1.8        LAND........................................................................................3\n   Section 1.9        LIMITATIONS PERIOD..........................................................................3\n   Section 1.10       PERMITTED EXCEPTIONS........................................................................3\n   Section 1.11       PRELIMINARY REPORTS.........................................................................3\n   Section 1.12       PROPERTY....................................................................................3\n   Section 1.13       RELEASED PARTIES............................................................................3\n   Section 1.14       TITLE COMPANY...............................................................................3\n   Section 1.15       WASTE MATERIALS.............................................................................3\n\nARTICLE II PURCHASE AND SALE......................................................................................4\n\n   Section 2.1        PURCHASE AND SALE...........................................................................4\n   Section 2.2        PURCHASE PRICE..............................................................................4\n   Section 2.3        INTANGIBLE PROPERTY.........................................................................4\n   Section 2.4        DEPOSIT.....................................................................................4\n   Section 2.5        APPLICATION OF DEPOSIT......................................................................5\n\nARTICLE III CONDITIONS PRECEDENT..................................................................................5\n\n   Section 3.1        BUYER'S CONDITIONS PRECEDENT................................................................5\n   Section 3.2        SELLER'S CONDITIONS PRECEDENT...............................................................6\n   Section 3.3        FAILURE OR WAIVER OF CONDITIONS PRECEDENT...................................................7\n   Section 3.4        BUYER'S REVIEW AND SELLER'S DISCLAIMER......................................................7\n   Section 3.5        BUYER'S RELEASE.............................................................................8\n\nARTICLE IV WARRANTIES AND REPRESENTATIONS AND COVENANTS...........................................................9\n\n   Section 4.1        SELLER'S WARRANTIES AND REPRESENTATIONS.....................................................9\n   Section 4.2        BUYER'S REPRESENTATIONS AND WARRANTIES.....................................................10\n   Section 4.3        RESTATEMENT AT CLOSING.....................................................................11\n   Section 4.4        LIMITATIONS................................................................................11\n   Section 4.5        COVENANT NOT TO SUE........................................................................11\n   Section 4.6        BUYER'S INDEMNITY..........................................................................12\n   Section 4.7        SELLER'S COVENANTS.........................................................................12\n\nARTICLE V CONDITIONS OF TITLE....................................................................................13\n\n   Section 5.1        CONDITION OF TITLE.........................................................................13\n   Section 5.2        CURE OF TITLE DEFECTS......................................................................13\n\n\n                                       i\n\n\n                               TABLE OF CONTENTS\n\n\n\n                                                                                                               Page\n                                                                                                        \nARTICLE VI ESCROW AND CLOSING....................................................................................13\n\n   Section 6.1        ESCROW ARRANGEMENTS........................................................................13\n   Section 6.2        CLOSING....................................................................................14\n   Section 6.3        PRORATIONS AND CREDITS.....................................................................15\n   Section 6.4        OTHER CLOSING COSTS........................................................................15\n\nARTICLE VII MISCELLANEOUS........................................................................................16\n\n   Section 7.1        DAMAGE OR DESTRUCTION......................................................................16\n   Section 7.2        BROKERAGE COMMISSIONS AND FINDER'S FEES....................................................16\n   Section 7.3        SUCCESSORS AND ASSIGNS.....................................................................16\n   Section 7.4        NOTICES....................................................................................17\n   Section 7.5        TIME.......................................................................................18\n   Section 7.6        INCORPORATION BY REFERENCE.................................................................18\n   Section 7.7        ATTORNEYS' FEES............................................................................18\n   Section 7.8        CONSTRUCTION...............................................................................18\n   Section 7.9        NO MERGER..................................................................................18\n   Section 7.10       CONFIDENTIALITY AND RETURN OF DOCUMENTS....................................................18\n   Section 7.11       GOVERNING LAW..............................................................................19\n   Section 7.12       COUNTERPARTS...............................................................................19\n   Section 7.13       ENTIRE AGREEMENT...........................................................................19\n   Section 7.14       LIMITATION OF SELLER'S LIABILITY...........................................................19\n   Section 7.15       NO WAIVER..................................................................................19\n   Section 7.16       SEVERABILITY...............................................................................19\n   Section 7.17       WAIVER OF JURY TRIAL.......................................................................19\n   Section 7.18       FURTHER ASSURANCES.........................................................................20\n\n\n\n\n                      EXHIBITS\n\nExhibit A   _   Description of Land\nExhibit B   -   Form of Assignment of Intangible Property\nExhibit C   -   Form of Deposit Escrow Instructions\nExhibit D   -   [Reserved]\nExhibit E   -   Form of Release Agreement and Covenant Not To Sue\nExhibit F   -   Form of Grant Deed\nExhibit G   -   Form of Non-Foreign Affidavit\nExhibit H   -   Form of Designation Agreement\nExhibit I   -   Preliminary Title Report\nExhibit J   -   Form of Confidentiality Agreement\n\n\n\n\n                         AGREEMENT FOR PURCHASE AND SALE\n                                       OF\n                   LAND AT HIGHWAY 237 AND NORTH FIRST STREET\n                              SAN JOSE, CALIFORNIA\n\n         THIS AGREEMENT FOR PURCHASE AND SALE (\"AGREEMENT\") is made and entered\ninto as of May 22, 2000 by and between 3COM CORPORATION, a Delaware corporation\n(\"SELLER\"), and PALM, INC, a Delaware corporation (\"BUYER\").\n\n                                    ARTICLE I\n\n                                BASIC DEFINITIONS\n\n          Section 1.1   CLOSING DATE. \"CLOSING DATE\" shall mean the date for the\nclose of Escrow (as defined in Section 6.1 below) and the recording of the deed\nconveying the Property to Buyer. The Closing Date shall be not later than August\n7, 2000, subject to extension until September 5, 2000 under the terms of Section\n6.1 below.\n\n          Section 1.2   CONTINGENCY PERIOD. \"CONTINGENCY PERIOD\" shall mean the\nperiod commencing on the Effective Date and expiring 5:00 p.m. PDST July 6,\n2000.\n\n          Section 1.3   EFFECTIVE DATE. \"EFFECTIVE DATE\" shall mean the date set\nforth in the preamble to this Agreement.\n\n          Section 1.4   ENVIRONMENTAL LAWS. \"ENVIRONMENTAL LAWS\" shall mean any\napplicable foreign, federal, state, or local law, statute, regulation, rule,\nordinance, permit, prohibition, restriction, license, requirement, agreement,\nconsent, or approval, or any determination, directive, judgment, decree or order\nof any executive, administrative or judicial authority at any federal, state or\nlocal level (whether now existing or subsequently adopted or promulgated)\nrelating to pollution or the protection of the environment, natural resources or\npublic health and safety.\n\n          Section 1.5   HANDLING. \"HANDLING\" shall mean, at any time and to any\nextent and in any manner whatsoever, any presence of or any handling, storing,\ntransferring, transporting, treating, using, recycling, separating, sorting,\nincinerating, transforming, reconstituting, containing, containerizing,\npackaging, manufacturing, generating, abandoning, covering, capping, dumping,\nclosing, maintaining, disposing, placing, discarding, encapsulating, filling,\nlandfilling, investigating, monitoring, remediating, removing, responding to,\nreporting on, testing, releasing, contamination resulting from, spilling,\nleaking, pouring, emitting, emptying, discharging, injecting, escaping,\nmigrating, or leaching.\n\n          Section 1.6   HAZARDOUS MATERIALS. \"HAZARDOUS MATERIALS\" shall mean \nany material, waste, chemical, compound, substance, mixture, or byproduct that\nis identified, defined, designated, listed, restricted or otherwise regulated\nunder Environmental Laws as a \"hazardous \n\n\n                                       1\n\n\nconstituent,\" \"hazardous substance,\" \"hazardous material,\" \"extremely hazardous\nmaterial,\" \"hazardous waste,\" \"acutely hazardous waste,\" \"hazardous waste\nconstituent,\" \"infectious waste,\" medical waste,\" \"biohazardous waste,\"\n\"extremely hazardous waste,\" \"pollutant,\" \"toxic pollutant,\" or \"contaminant,\"\nor any other formulation intended to classify substances by reason of properties\nthat are deleterious to the environment, natural resources or public health or\nsafety including, without limitation, ignitability, corrosiveness, reactivity,\ncarcinogenicity, toxicity, and reproductive toxicity. The term \"HAZARDOUS\nMATERIALS\" shall include, without limitation, the following:\n\n                    (a) A \"Hazardous Substance,\" \"Hazardous Material,\"\n\"Hazardous Waste,\" or \"Toxic Substance\" under the Comprehensive Environmental\nResponse, Compensation and Liability Act of 1980, 42 U.S.C. Section 9601, et\nseq., the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et\nseq. or the Solid Waste Disposal Act, 42 U.S.C. Section 6901, et seq., including\nany regulations promulgated thereunder, as any of the foregoing may be amended;\n\n                    (b) An \"Acutely Hazardous Waste,\" \"Extremely Hazardous \nWaste,\" \"Hazardous Waste,\" or \"Restricted Hazardous Waste,\" under Section \n25110.02, 25115, 25117 or 25122.7 of the California Health and Safety Code, \nor is listed pursuant to Section 25140 of the California Health and Safety \nCode, as any of the foregoing may be amended;\n\n                    (c) A \"Hazardous Material,\" \"Hazardous Substance\" or \n\"Hazardous Waste\" under Section 25281, 25316, 25501, or 25501.1 of the\nCalifornia Health and Safety Code, as any of the foregoing may be amended;\n\n                    (d) \"Oil\" or a \"Hazardous Substance\" under Section 311 of\nthe Federal Water Pollution Control Act, 33 U.S.C. Section 1321, as may be\namended, as well as any other hydrocarbonic substance, fraction, distillate or\nby-product;\n\n                    (e) Any substance or material defined, identified or listed\nas an \"Acutely Hazardous Waste,\" \"Extremely Hazardous Material,\" \"Extremely\nHazardous Waste,\" \"Hazardous Constituent,\" \"Hazardous Material,\" \"Hazardous\nWaste,\" \"Hazardous Waste Constituent,\" or \"Toxic Waste\" pursuant to Division\n4.5, Chapters 10 or 11 of Title 22 of the California Code of Regulations, as may\nbe amended;\n\n                    (f) Any substance or material listed by the State of\nCalifornia as a chemical known by the State to cause cancer or reproductive\ntoxicity pursuant to Section 25249.8 of the California Health and Safety Code,\nas may be amended;\n\n                    (g) A \"Biohazardous Waste\" or \"Medical Waste\" under Section\n25020.5 or 25023.2 of the California Health and Safety Code, as may be amended;\n\n                    (h) Asbestos and any asbestos containing material; and\/or\n\n                    (i) A substance that, due to its characteristics or\ninteraction with one or more other materials, wastes, chemicals, compounds,\nsubstances, mixtures, or byproducts, damages or threatens to damage the\nenvironment, natural resources or public health or safety, or is required \n\n\n                                       2\n\n\nby any law or public entity to be remediated, including remediation which such\nlaw or public entity requires in order for property to be put to any lawful\npurpose.\n\n          Section 1.7    INTANGIBLE PROPERTY. \"INTANGIBLE PROPERTY\" shall mean \nthat certain intangible property owned by Seller and used in connection with the\nLand consisting of reports, permits, and licenses, relating to the ownership and\npotential development of the Property.\n\n          Section 1.8    LAND. \"LAND\" shall mean the real property, including \nall easements and other rights and interests appurtenant thereto, described in\nEXHIBIT A.\n\n          Section 1.9    LIMITATIONS PERIOD. \"LIMITATIONS PERIOD\" shall mean one\nhundred eighty (180) days following the Closing Date.\n\n          Section 1.10   PERMITTED EXCEPTIONS. \"PERMITTED EXCEPTIONS\" shall have\nthe meaning set forth in Article V below.\n\n          Section 1.11   PRELIMINARY REPORTS. \"PRELIMINARY REPORTS\" shall mean\nthose certain Preliminary Title Reports with respect to the Property issued by\nthe Title Company under Order Nos. 517718 and 517719, dated February 28, 2000,\ncopies of which are attached as EXHIBIT I.\n\n          Section 1.12   PROPERTY. \"PROPERTY\" shall mean collectively the Land,\nand the Intangible Property.\n\n          Section 1.13    RELEASED PARTIES. \"RELEASED PARTIES\" shall mean \nSeller and its and their affiliates, parent business organizations, \nsubsidiary business organizations, lenders who hold or held a security \ninterest in all or a portion of the Property, shareholders, officers, \ndirectors, partners, employees, servants, heirs, executors, and successors.\n\n          Section 1.14   TITLE COMPANY. \"TITLE COMPANY\" shall mean First \nAmerican Title Company, 1737 North First Street, San Jose, CA 95112.\n\n          Section 1.15   WASTE MATERIALS. \"WASTE MATERIALS\" shall mean any\nputrescible or nonputrescible solid, semisolid, liquid or gaseous waste of any\ntype whatsoever, including, without limitation:\n\n                    (a) Any garbage, trash, refuse, paper, rubbish, ash,\nindustrial or commercial or residential waste, demolition or construction\nwastes, abandoned vehicles or parts thereof, discarded home and industrial\nappliances, sewage, sewage sludge, manure, vegetable or animal solid and\nsemisolid waste, and any other item intended to be or actually dumped,\nabandoned, discarded, treated, transformed, incinerated, disposed of or\nrecycled;\n\n                    (b) Any \"solid waste\" as defined in the Solid Waste Disposal\nAct, 42 U.S.C. Section 6901, et seq., including any regulations promulgated\nthereunder, as any of the foregoing may be amended;\n\n\n                                       3\n\n\n\n                    (c) Any \"solid waste,\" as defined in the California\nIntegrated Waste Management Act of 1989, California Public Resources Code\nSection 40000, et seq., including any regulations promulgated thereunder, as any\nof the foregoing may be amended; and\/or\n\n                    (d) Any \"waste\" as defined in the Porter-Cologne Water\nQuality Control Act, California Water Code Section 13000 et seq., including any\nregulations promulgated thereunder, as any of the foregoing may be amended.\n\n\n                                   ARTICLE II\n\n                                PURCHASE AND SALE\n\n          Section 2.1   PURCHASE AND SALE. Seller agrees to sell the Property to\nBuyer, and Buyer agrees to purchase the Property from Seller, upon all of the\nterms, covenants and conditions set forth in this Agreement.\n\n          Section 2.2   PURCHASE PRICE. The purchase price for the Property (the\n\"PURCHASE PRICE\") shall be Two Hundred Sixteen Million Dollars ($216,000,000)\nwhich shall be paid by Buyer to Seller in cash through Escrow on the Closing\nDate.\n\n          Section 2.3   INTANGIBLE PROPERTY. Upon the close of Escrow, Seller\nshall deliver to Buyer Seller's interest in the Intangible Property pursuant to\nan Assignment of Intangible Property in the form of EXHIBIT B hereto (the\n\"ASSIGNMENT OF INTANGIBLE PROPERTY\").\n\n          Section 2.4   DEPOSIT.\n\n                    (a) Within two (2) business days following full execution\nand delivery of this Agreement to Buyer, Buyer shall deposit in Escrow with the\nTitle Company the sum of Two Million Five Hundred Thousand Dollars ($2,500,000)\n(the \"INITIAL DEPOSIT\"). At the same time the Initial Deposit is made into\nEscrow, Buyer and Seller shall execute and deliver to the Title Company Deposit\nEscrow Instructions in the form of EXHIBIT C.\n\n                    (b) If Buyer has not terminated this Agreement prior to such\ntime, then on or before the end of the Investigation Period, Buyer shall deposit\ninto Escrow with the Title Company as an increase to the Initial Deposit the\nadditional sum of Three Million Five Hundred Thousand Dollars ($3,500,000).\nThese funds, together with the Initial Deposit, shall be, collectively, the\n\"DEPOSIT.\"\n\n                    (c) Buyer may cause the Deposit to be invested at interest\nwhile in Escrow using short term debt obligations subject to Seller's consent\nwhich shall not unreasonably be withheld. Any and all interest earned on the\nDeposit during the time it is held in Escrow shall belong to, and be paid to\nBuyer.\n\n                                       4\n\n\n          Section 2.5 APPLICATION OF DEPOSIT. In the event that the purchase \nand sale transaction is consummated as contemplated by this Agreement, then \nthe entire amount of the Deposit received by Seller shall be credited against \nthe Purchase Price. The Deposit shall be returned immediately to Buyer in the \nevent that (a) any of the conditions precedent set forth in Sections 3.1 or \n3.2 below are not fulfilled or waived by the party intended to be benefited \nthereby and this Agreement is terminated in accordance with Section 3.3 \nbelow, or (b) the conditions precedent set forth in Sections 3.1 and 3.2 \nshall have been satisfied or waived by the party intended to be benefited \nthereby, (ii) Buyer shall have performed fully or tendered performance of its \nobligations under this Agreement, and (iii) Seller shall be unable or fail to \nperform its obligations under this Agreement. IF BUYER DEFAULTS IN ITS \nOBLIGATION TO PURCHASE THE PROPERTY IN ACCORDANCE WITH THE TERMS OF THIS \nAGREEMENT, THE ENTIRE AMOUNT OF THE DEPOSIT SHALL BE PAID TO AND RETAINED BY \nSELLER AS LIQUIDATED DAMAGES. BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE \nTHAT SELLER'S DAMAGES IN THE EVENT OF SUCH A BREACH OF THIS AGREEMENT BY \nBUYER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE \nDEPOSIT IS THE PARTIES' BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES SELLER \nWOULD SUFFER IN THE EVENT BUYER FAILS TO PURCHASE THE PROPERTY PURSUANT TO \nTHIS AGREEMENT, AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES \nEXISTING ON THE DATE OF THIS AGREEMENT. BUYER AND SELLER AGREE THAT SELLER'S \nRIGHT TO RETAIN THE DEPOSIT SHALL BE THE SOLE REMEDY OF SELLER FOR BUYER'S \nFAILURE TO PURCHASE THE PROPERTY AS A RESULT OF BUYER'S BREACH OF THIS \nAGREEMENT. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH AMOUNTS AS \nLIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE \nMEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO \nCONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE \nSECTIONS 1671, 1676 AND 1677.\n\n                             ACCEPTED AND AGREED TO:\n\n________________________________         ___________________________________\nSeller                                   Buyer\n\n\n                                   ARTICLE III\n\n                              CONDITIONS PRECEDENT\n\n          Section 3.1   BUYER'S CONDITIONS PRECEDENT. Notwithstanding anything \nin this Agreement to the contrary, Buyer's obligation to purchase the Property\nshall be subject to and contingent upon the satisfaction or timely waiver by\nBuyer of each of the following conditions precedent:\n\n\n                                       5\n\n\n                    (a) On or before the Closing Date, the timely performance by\nSeller of each and every material covenant and undertaking to be performed by\nSeller pursuant to this Agreement and the continued truth or accuracy as of the\nClosing Date of the representations and warranties of Seller made as of the\nEffective Date. If Seller becomes aware that any representation or warranty of\nSeller should be modified due to changes in circumstances or additional\ninformation which becomes available following the Effective Date, Seller shall\ndeliver to Buyer a statement correcting such representation or warranty. Seller\nshall not be liable to Buyer for, or be deemed to be in default under this\nAgreement by reason of, any breach of a representation or warranty which results\nfrom any change that (A) occurs between the Effective Date and the Closing Date,\nand (B) is not prohibited under this Agreement or is beyond the reasonable\ncontrol of Seller to prevent (including the discovery by Buyer or Seller of\nadditional information prior to the Closing Date). Notwithstanding the\nforegoing, if the breach of such representation or warranty is adverse to Buyer,\nBuyer may treat such event as a failure of its condition precedent and may\nterminate this Agreement under Section 3.3 below or if such breach arises from a\nchange which is a result of Seller's breach of its obligations under this\nAgreement or an intentional act or omission which makes a Seller's\nrepresentation or warranty untrue, then Buyer may treat such event as a default\nof Seller.\n\n                    (b) Prior to the expiration of the Investigation Period,\nBuyer's inspection and approval, in Buyer's sole discretion, of all physical,\nenvironmental, economic and legal matters relating to the Property pursuant to\nand subject to the limitations in Section 3.4 below.\n\n                    (c) The willingness of Title Company or some other reputable\ntitle insurer reasonably acceptable to Buyer to issue, upon the sole condition\nof the payment of its regularly scheduled premium, its standard American Land\nTitle Association owner's extended coverage form policy of title insurance\n(\"BUYER'S TITLE POLICY\"), with such endorsements and reinsurance agreements as\nBuyer reasonably shall require, insuring Buyer in the amount of the Purchase\nPrice that title to the Land is vested of record in Buyer on the Closing Date,\nsubject only to the printed conditions and exceptions of such policy, and the\nPermitted Exceptions described in Section 5.1 below.\n\n          Section 3.2   SELLER'S CONDITIONS PRECEDENT. Notwithstanding anything \nin this Agreement to the contrary, Seller's obligation to sell the Property\nshall be subject to and contingent upon the satisfaction or waiver by Seller of\nthe following conditions precedent:\n\n                    (a) The entire Deposit shall have been timely deposited into\nEscrow under Section 2.5 above.\n\n                    (b) On or before the Closing Date, the due and timely\nperformance by Buyer of each and every material covenant and undertaking to be\nperformed by Buyer pursuant to this Agreement, and the continued truth or\naccuracy as of the Closing Date of the representations and warranties of Buyer\nas made as of the Effective Date. If Buyer becomes aware that any representation\nor warranty of Buyer should be modified due to changes in circumstances or\nadditional information which becomes available following the Effective Date,\nBuyer shall deliver to Seller a statement correcting such representation or\nwarranty. Buyer shall not be liable to Seller for, or be deemed to be in default\nunder this Agreement by reason of, any breach of a representation or warranty\nwhich results from any change that (i) occurs between the Effective \n\n\n                                       6\n\n\nDate and the Closing Date, and (ii) is not prohibited under this Agreement or is\nbeyond the reasonable control of Buyer to prevent, or is the result of the\ndiscovery by Buyer or Seller of additional information. Notwithstanding the\nforegoing, if the breach of such representation or warranty is materially\nadverse to Seller, Seller may treat such event as a failure of its condition\nprecedent and may terminate this Agreement under Section 3.3 below or if such\nbreach arises from a change which is a result of Buyer's breach of its\nobligations under this Agreement or an intentional act or omission which makes a\nBuyer's representation or warranty untrue, then Seller may treat such event as a\ndefault of Buyer.\n\n                    (c) Approval of this Agreement and the transaction\ncontemplated herein by Buyer's Board of Directors on or before 5:00 p.m. PDST on\nMay 22, 2000.\n\n                    (d) Approval of this Agreement and the transaction\ncontemplated herein by Seller's Board of Directors on or before 5:00 p.m. PDST\non June 2, 2000.\n\n          Section 3.3   FAILURE OR WAIVER OF CONDITIONS PRECEDENT. In the event\nany of the conditions set forth in Sections 3.1 or 3.2 are not fulfilled or\nwaived by the party intended to be benefited thereby, this Agreement shall\nterminate and all rights and obligations hereunder of each party shall be at an\nend; provided that such termination shall not affect Seller's right to pursue\nrecovery of liquidated damages or any claims for indemnification and attorneys'\nfees and Buyer's legal and equitable remedies and recovery of attorneys' fees to\nwhich each of them may be entitled under this Agreement, which rights shall\nsurvive such termination. If a party does not give timely notice to the other of\nits approval of a condition precedent for its benefit, that party shall be\ndeemed to have disapproved such condition and such condition shall be deemed not\nto have been fulfilled. The provisions of Section 2.5 shall govern the\napplication of the Deposit. Either party may, at its election, at any time or\ntimes on or before the date specified for the satisfaction of the condition,\nwaive in writing the benefit of any of the conditions set forth in Sections 3.1\nand 3.2 above. The close of Escrow for the purchase of the Property pursuant to\nthis Agreement shall be deemed the waiver by each party of any remaining\nunfulfilled conditions in favor of such party to the extent such party was aware\nthat such conditions remained unfulfilled at such time.\n\n          Section 3.4   BUYER'S REVIEW AND SELLER'S DISCLAIMER.\n\n                    (a) Buyer's increase of the Deposit on or prior to the end\nof the Investigation Period shall constitute Buyer's acknowledgement that Buyer\nhas been permitted to make a complete physical inspection of the Property and to\nreview and copy at the Seller's office all documents and information in Seller's\npossession regarding the physical condition of the Property which Buyer deems\nmaterial to the purchase of the Property. Such documents will have included, to\nthe extent such are in Seller's possession, all drawings, specifications, soils\nreports, engineering and architectural studies, hazardous unit studies,\nhydrology reports, topographical maps, grading plans and similar data. Seller\nshall permit Buyer reasonable access to the Property, shall cooperate with Buyer\nin the making of its investigations but shall not be obligated to incur any\nout-of-pocket expense in connection therewith. Buyer shall not perform any\ninvasive or destructive testing or sampling of any portion of the Property\nwithout Seller's prior consent to the proposed work plan for such testing or\nsampling and of the contractor(s) which are \n\n\n                                       7\n\n\nto perform such work, which consent shall not unreasonably be withheld or\ndelayed. By proceeding to increase the Deposit and to purchase the Property,\nBuyer acknowledges that Seller has given Buyer every opportunity to consider,\ninspect and review to its satisfaction the physical, environmental, economic and\nlegal condition of the Property and all documents and information in Seller's\npossession which Buyer deems material to the purchase of the Property.\n\n                    (b) Buyer shall indemnify and defend Seller against and hold\nSeller harmless from any and all loss, cost, liability and expense (including\nreasonable attorneys' fees) arising out of the activities of Buyer, its\nemployees, contractors and agents on the Property prior to the close of escrow.\nThis indemnification shall survive the closing of Buyer's purchase of the\nProperty or the termination of this Agreement. Prior to any entry onto the\nProperty by Buyer or its agents, Buyer shall deliver to Seller evidence of\nBuyer's commercial general liability insurance, which may be provided under a\nblanket policy, with blanket contractual obligations endorsement, and a minimum\nlimit of at least Five Million Dollars ($5,000,000), endorsed to name Seller as\nadditional insured and to provide Seller with at least thirty (30) days' written\nnotice prior to cancellation or material reduction in coverage.\n\n                    (c) Other than as expressly set forth herein, Seller\ndisclaims the making of any representations or warranties, express or implied,\nregarding the Property or matters affecting the Property including, without\nlimitation, the physical condition of the Property, title to or the boundaries\nof the Property, pest control matters, soil condition, the use, presence or\nrelease of Hazardous Materials as defined, other environmental matters,\ncompliance with building, health, safety, land use and zoning laws, regulations\nand orders, structural and other engineering characteristics, traffic patterns\nand all other information pertaining to the Property. Buyer acknowledges that\nBuyer has not and shall not rely on any of the studies, reports, maps or other\ndocuments, if any, made available by Seller to Buyer, and to the extent that\nSeller has delivered or made available to Buyer any such documents, it has done\nso strictly as an accommodation to Buyer and without any representation or\nwarranty, express or implied, concerning the accuracy or completeness of the\ninformation contained in such documents. Buyer acknowledges and agrees that (i)\nBuyer has entered into this Agreement with the intention of relying upon its own\ninvestigation of the physical, environmental, economic and legal condition of\nthe Property, and (ii) other than those representations and warranties expressly\nset forth herein or in any instrument delivered by Seller at closing, Buyer is\nnot relying upon any representations or warranties made by Seller or anyone\nacting or claiming to act on Seller's behalf concerning the Property. Subject to\nthe representations, warranties and covenants of Seller expressly set forth\nherein, Buyer shall purchase the Property in its \"AS IS\" condition, \"WITH ALL\nFAULTS\" on the Closing Date and assumes the risk that adverse physical,\nenvironmental, economic or legal conditions may not have been revealed by its\ninvestigation.\n\n          Section 3.5 BUYER'S RELEASE. The release of Claims (as defined \nbelow) set forth in this Section 3.5 shall be referred to as the \"RELEASE.\" \nBuyer hereby for itself and each and all of its successors-in-interest in \nchain of title to the Property and each and all of their respective heirs, \nexecutors, successors and assigns (collectively, the \"WAIVER PARTIES\") hereby \nforever, absolutely, unconditionally and completely releases and discharges \nthe Released Parties from and against any and all actual, threatened or \npotential claims, suits, proceedings, actions, causes of action, demands, \nliabilities, losses, obligations, orders, requirements or restrictions, \nliens, penalties, \n\n                                       8\n\n\nfines, charges, debts, damages, costs, and expenses of every kind and nature,\nwhether now known or unknown, whether foreseeable or unforeseeable, whether\nunder any foreign, federal, state or local law (both statutory and\nnonstatutory), and, whether asserted or demanded by a third party against any of\nthe Waiver Parties or incurred directly or indirectly by any of the Waiver\nParties themselves, that any of the Waiver Parties may now or hereafter have\nagainst any of the Released Parties (collectively, \"CLAIMS\"), and that arise in\nconnection with or in any way are related to (i) any Handling of any Waste\nMaterials or Hazardous Materials at, beneath, to, from or about the Property,\n(ii) any compliance or non-compliance with Environmental Laws regarding any\nWaste Materials, Hazardous Materials or any Handling related thereto at,\nbeneath, to, from or about the Property, (iii) any acts, omissions, services or\nother conduct related to any of the foregoing items \"(i)\" or \"(ii),\" inclusive,\nand\/or (iv) any condition, activity or other matter respecting the Property that\nis not addressed by any of the foregoing items \"(i)\" - \"(iii),\" inclusive and\nthat is related to pollution or protection of the environment, natural\nresources, or public health and safety.\n\n          BUYER HEREBY SPECIFICALLY WAIVES THE PROVISIONS OF SECTION 1542 OF THE\nCALIFORNIA CIVIL CODE (\"SECTION 1542\") AND ANY SIMILAR LAW OF ANY OTHER STATE,\nTERRITORY OR JURISDICTION. SECTION 1542 PROVIDES:\n\n                  A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR\n                  DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF\n                  EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE\n                  MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.\n\nBUYER HEREBY SPECIFICALLY ACKNOWLEDGES THAT BUYER HAS CAREFULLY REVIEWED THIS\nSUBSECTION AND DISCUSSED ITS IMPORT WITH LEGAL COUNSEL AND THAT THE PROVISIONS\nOF THIS SUBSECTION ARE A MATERIAL PART OF THIS AGREEMENT.\n\n\n                                               _____________________________\n                                               Buyer\n\n                                   ARTICLE IV\n\n                  WARRANTIES AND REPRESENTATIONS AND COVENANTS\n\n          Section 4.1  SELLER'S WARRANTIES AND REPRESENTATIONS. Seller hereby\nmakes the following representations and warranties to Buyer which, subject to\nthe limitations set forth in this Agreement, shall survive the close of Escrow\nand the recording of the Deed.\n\n                    (a) Seller is a corporation, duly existing and organized\nunder the laws of the State of Delaware and in good standing under the laws of\nthe State of Delaware and has full power and \n\n\n                                       9\n\n\nlawful authority to enter into and carry out the terms and provisions of this\nAgreement and to execute and deliver all documents which are contemplated by\nthis Agreement, and all actions necessary to confer such power and authority\nupon the persons executing this Agreement and all documents which are\ncontemplated by this Agreement to be executed on behalf of Seller have been\ntaken. Seller's execution, delivery and performance of this Agreement will not\nresult in any violation of, or default under, any document by which Seller is\norganized, any agreement to which Seller is a party or by which Seller or the\nProperty is bound. When Seller gives notice to Buyer that this Agreement has\nbeen approved by Seller's Board of Directors, then this Agreement will have\nbeen, and the documents contemplated to be delivered by Seller at closing will\nbe, duly authorized, executed and delivered by Seller and is and will be the\nlegal, valid and binding obligations of Seller.\n\n                    (b) Seller is not a foreign person, foreign corporation,\nforeign partnership, foreign trust or foreign estate, as those terms are defined\nin the Internal Revenue Code Section 1445 and any related regulations.\n\n                    (c) Other than approval by Seller's Board of Directors and\nother than the City of San Jose with respect to the Development Agreement other\nthan the Site Development Permit which affect the Land, no approval, consent,\nwaiver, filing, registration or qualification with any third party, including,\nbut not limited to, any governmental bodies, agencies or instrumentalities, is\nrequired to be made, obtained or given for the execution, delivery and\nperformance of this Agreement or any of the Seller Closing Documents by Seller.\n\n                    (d) There are no leases executed by Seller or its\npredecessors in title or other rights of occupancy or use granted by Seller or\nits predecessors in title of any portion of the Property which would become an\nobligation of Buyer upon close of escrow.\n\n                    (e) There is no litigation, including any arbitration or\nother proceeding by or before any court, arbitrator or governmental or\nregulatory official, body or authority which is pending against Seller or of\nwhich Seller has received written notice directed to Seller relating to the\nProperty or the sale contemplated hereunder.\n\n                    (f) Seller has not received any written notice directed to\nSeller from any governmental authority having jurisdiction over the Property of,\nany violation of any law, ordinance, order or regulation (including ADA)\naffecting the Property, or any portion thereof, which has not heretofore been\ncomplied with.\n\n                    (g) Copies of current real estate tax bills with respect to\nthe Property have been delivered or made available to Buyer. No portion of the\nProperty comprises part of a tax parcel which includes property other than\nproperty comprising all or a portion of the Property.\n\n                    (h) Seller has made available for inspection all documents\nin its possession pertaining to the physical condition of and potential for\ndevelopment of the Property.\n\n          Section 4.2   BUYER'S REPRESENTATIONS AND WARRANTIES. Buyer hereby \nmakes the following representations and warranties to Seller which, subject to\nthe limitations set forth in this Agreement, shall survive the close of Escrow\nand the recording of the deeds. Buyer is a \n\n                                       10\n\n\n\ncorporation, duly existing and organized under the laws of the State of Delaware\nand in good standing under the laws of the State of Delaware and has full power\nand lawful authority to enter into and carry out the terms and provisions of\nthis Agreement and to execute and deliver all documents which are contemplated\nby this Agreement, and all actions necessary to confer such power and authority\nupon the persons executing this Agreement and all documents which are\ncontemplated by this Agreement to be executed on behalf of Buyer have been\ntaken. Buyer's execution, delivery and performance of this Agreement will not\nresult in any violation of, or default under, any document by which Buyer is\norganized, any agreement to which Buyer is a party or by which Buyer or the\nProperty is bound. This Agreement has been, and the documents contemplated to be\ndelivered by Buyer at closing will be, duly authorized, executed and delivered\nby Buyer and is and will be the legal, valid and binding obligations of Buyer.\n\n          Section 4.3   RESTATEMENT AT CLOSING. The foregoing warranties and\nrepresentations of Seller and Buyer shall be deemed restated and remade by\nSeller and Buyer in their entirety as of the Closing Date. If at any time after\nthe Effective Date and prior to the Closing Date, there is a change in\ncircumstances or either Seller or Buyer acquires any information or knowledge\nwhich would, without disclosure, make any of the warranties or representations\nmade by either of the parties materially untrue or materially misleading, then\nthe party obtaining such knowledge shall immediately notify the other party and\nsuch event shall be governed by the provisions of paragraphs 3.1(a) and 3.2(b).\n\n          Section 4.4   LIMITATIONS. The parties agree that (a) Seller's\nwarranties and representations contained in this Agreement and in any document\n(including any estoppel or other certificate) executed by Seller pursuant to\nthis Agreement shall survive Buyer's purchase of the Property only for the\nLimitation Period, and (b) Buyer shall within the Limitation Period provide\nwritten notice to Seller of any breach of such warranties or representations and\nshall allow Seller thirty (30) days following the giving of such notice within\nwhich to cure such breach, or, if such breach cannot reasonably be cured within\nthirty (30) days, an additional reasonable time period not to exceed one hundred\neighty (180) days, so long as such cure has been commenced within such thirty\n(30) days and diligently pursued. If Seller fails to cure such breach after\nactual notice and within such cure period, Buyer's sole remedy shall be an\naction at law for damages as a consequence thereof, which must be commenced, if\nat all, within ninety (90) days after the last day Seller was entitled to cure\nsuch breach hereunder or after Seller provides Buyer with notice of termination\nof such cure effort. The Limitation Period referred to herein shall apply to\nknown as well as unknown breaches of such warranties or representations.\nNotwithstanding the foregoing, no representation or warranty shall survive the\nclose of Escrow if, at the time of closing, the party intended to be benefited\nknew of a breach of such representation or warranty as of such closing. \n\n          Section 4.5   COVENANT NOT TO SUE. Buyer, on its own behalf and on\nbehalf of each of the other Waiver Parties, covenants and agrees never to sue or\notherwise commence, or prosecute any action or other proceeding against any of\nthe Released Parties, for a claim released pursuant to the Release\n(collectively, \"COVENANT NOT TO SUE\"). If any of the Waiver Parties asserts a\nclaim that is contrary to the Release, said Waiver Party shall indemnify, defend\nand hold harmless the Released Parties against whom such claim is asserted for\nall liabilities, including \n\n\n                                       11\n\n\ncourt costs and reasonable attorneys, fees, which are asserted against any of\nthe Released Parties in connection with such action or proceeding. The parties\nhereto agree that this Covenant Not to Sue may be pleaded by a Released Party as\na full and complete defense to any action or proceeding by a Waiver Party that\nis contrary to the terms of the Release, and may be asserted as a basis for\nabatement of, or injunction against, said action or proceeding and as a basis\nfor a cross-complaint for damages therein. In the event a Waiver Party breaches\nthe Covenant Not To Sue, any Released Party damaged thereby shall be entitled to\nrecover not only the amount of any judgment which may be awarded in favor of\nsuch damaged Released Party, but also for such other damages, costs, and\nexpenses as may be incurred by such damaged Released Party, including court\ncosts, reasonable attorneys' fees and all other costs and expenses, taxable or\notherwise, in preparing the defense of, defending against, or seeking and\nobtaining abatement of, or injunction against, such action or proceeding, and\nestablishing and maintaining the applicability of the Release and the Covenant\n(as defined below) or any provision thereof. \n\n          Section 4.6  BUYER'S INDEMNITY. At closing, Buyer shall execute, \nacknowledge and deliver through recordation to Seller a Release Agreement and \nCovenant Not to Sue in the form of EXHIBIT E hereto (the \"Covenant\"). \n\n          Section 4.7  SELLER'S COVENANTS.\n\n                    (a) Between the Effective Date and the Closing Date (or\ntermination of this Agreement) Seller shall:\n\n                               (i) maintain the Property in the ordinary course\nof Seller's business, and substantially in accordance with present practice;\n\n                              (ii) not transfer or enter into any contract to\ntransfer the Property which is not conditioned upon Buyer's failure to purchase\nthe Property or create on the Property any easements, liens, mortgages,\nencumbrances or other interests which will survive the closing; and not apply\nfor any changes in the zoning classification of the Property; and\n\n                             (iii) not enter into any contract\npertaining to the use or occupancy of the Property or enter into any agreement\npertaining to the maintenance of the Property which is not terminable upon\nthirty (30) days' notice.\n\n                    (b) Seller shall pay the cost of an ALTA\/ASTM survey of the\nLand but only with such certifications as Buyer reasonably may require.\n\n                    (c) Upon or prior to the close of escrow Seller shall cause\nto be removed of record all deeds of trust, mechanics' liens, the liens of\ndelinquent property taxes and assessments and similar monetary liens created by,\nthrough or under Seller.\n\n                    (d) Upon or prior to the close of escrow, Seller shall\nterminate any and all contracts, leases and other agreements affecting the\nProperty.\n\n\n\n                                       12\n\n\n                                   ARTICLE V\n\n                               CONDITIONS OF TITLE\n\n          Section 5.1   CONDITION OF TITLE. Buyer shall accept title to the\nProperty subject to the following matters: (i) as of Closing Date, the lien for\ncurrent real property taxes not yet due and payable including any supplementary\ntaxes which may be imposed as a result of Buyer's purchase of the Property from\nSeller; (ii) exceptions 1, 2 (as to taxes and assessments accruing following the\nClosing Date) and 3 through 19, as shown on the Preliminary Report issued under\nOrder No. 517718 and exceptions 1, 2 (as to taxes and assessments accruing\nfollowing the Closing Date) and 3 through 15, as shown on the Preliminary Report\nissued under Order No. 517719, as well as the Development Agreement among City,\nSeller and BNP Leasing, dated August 5, 1997 (the \"Development Agreement\");\n(iii) such amendments of the Site Development Permit described in exception Nos.\n18 and 19 in the Preliminary Report issued under Order No. 517718 and of the\nDevelopment Agreement as shall have been applied for by Seller and not\ndisapproved by Buyer on or before the end of the Investigation Period; and (iv)\nmatters created by, through or under Buyer. All of the foregoing shall be,\ncollectively, the \"PERMITTED EXCEPTIONS.\" \n\n          Section 5.2   CURE OF TITLE DEFECTS. If, prior to the Closing Date, \nthe Title Company discloses any title exceptions other than the Permitted\nExceptions, then Seller, at its sole option, shall have thirty (30) days from\nthe giving of notice by Buyer or the Title Company to Seller to cause to be\nremoved as exceptions or insured over at no expense to Buyer such exceptions. If\nsuch 30-day period extends beyond the scheduled Closing Date, the Closing Date\nshall be extended until the first business day following the expiration of such\n30-day period. \n\n                                   ARTICLE VI\n\n                               ESCROW AND CLOSING\n\n          Section 6.1   ESCROW ARRANGEMENTS.\n\n                    (a) An escrow for the purchase and sale contemplated by this\nAgreement has been opened by Seller with Title Company (the \"ESCROW\"). On or\nbefore the Closing Date, Seller and Buyer shall each deliver escrow instructions\nto the Title Company consistent with this Article VI and the parties shall\ndeposit in the Escrow the funds and documents described below.\n\n                    (b) Buyer may cause the Closing Date to be delayed until\nSeptember 5, 2000 by payment directly to Seller on or before 5:00 p.m. PDST on\nJuly 5, 2000 of One Million Five Hundred Thousand Dollars ($1,500,000) in\nimmediately available funds, which amount shall not be credited against the\nPurchase Price.\n\n                    (c) Seller shall deposit into Escrow:\n\n\n                                       13\n\n\n                               (i) a duly executed and acknowledged deed to \nBuyer and\/or permitted assignees of Buyer's rights under this Agreement in \nthe form attached to this Agreement as EXHIBIT F (the \"GRANT DEED\");\n\n                              (ii) two (2) duly executed and acknowledged \ncounterparts of the Covenant;\n\n                             (iii) a duly executed counterpart of the \nAssignment of Intangible Property;\n\n                              (iv) a duly executed Affidavit of Non-foreign \nStatus in the form attached to this Agreement as EXHIBIT G (the \"AFFIDAVIT\");\n\n                               (v) a duly executed California Franchise Tax \nBoard Form 590 (the \"FORM 590\");\n\n                              (vi) three (3) executed counterparts of a \nDesignation Agreement in the form attached hereto as EXHIBIT H (the \n\"DESIGNATION AGREEMENT\"); and\n\n                             (vii) Seller's escrow instructions and \npreliminary closing statements consistent with the terms of this Agreement.\n\n                    (d) Buyer shall deposit into Escrow:\n\n                               (i) cash in the amount of the Purchase Price as\nadjusted for prorations, less the Deposit (\"SELLER'S FUNDS\"), plus sufficient\nadditional cash to pay Buyer's share of all Escrow costs and closing expenses;\n\n                              (ii) two (2) duly executed and acknowledged\ncounterparts of the Covenant;\n\n                             (iii) an executed counterpart of the Assignment of\nIntangible Property\n\n                              (iv) three (3) duly executed counterparts of the\nDesignation Agreement; and\n\n                               (v) Buyer's escrow instructions and preliminary\nclosing statements consistent with the terms of this Agreement.\n\n          Section 6.2   CLOSING. Title Company shall close the Escrow by:\n\n                    (a) executing three (3) counterparts of the Designation \nAgreement;\n\n                    (b) recording in the Official Records of Santa Clara \nCounty the Grant Deed and an executed counterpart of the Covenant;\n\n                    (c) issuing Buyer's Title Policy to Buyer;\n\n\n                                       14\n\n\n                    (d) delivering to Buyer the Affidavit, the Form 590, a\ncomplete counterpart of the Assignment of Intangible Property, the Designation\nAgreement and the Covenant; and\n\n                    (e) delivering to Seller Seller's Funds (after adjusting for\nprorations, Escrow costs and closing expenses as described below), a counterpart\nof each of the Assignment of Intangible Property and the Designation Agreement\nand, through recordation, a counterpart of the Covenant.\n\n          Section 6.3   PRORATIONS AND CREDITS.\n\n                    (a) The following shall be apportioned with respect to the\nProperty as of 12:01 a.m. on the Closing Date, as if Buyer were vested with\ntitle to the Property during the entire day of the Closing Date:\n\n                              (i) taxes and assessments (including, without\nlimitation, personal property taxes on the Personal Property) and assessments\nlevied against the Property (\"PROPERTY TAXES\"). Buyer and Seller shall prorate\nreal estate taxes and assessments for the period for which such taxes are\nassessed, regardless of when payable. Any taxes paid at or prior to the Closing\nDate shall be prorated based upon the amounts actually paid. If taxes and\nassessments for the current year have been determined but have not been paid\nbefore closing, Seller shall be charged and Buyer credited at closing an amount\nequal to that portion of such taxes and assessments which relates to the period\nbefore the Closing Date and Buyer shall pay the taxes and assessments prior to\ntheir becoming delinquent. If the actual taxes and assessments are not known at\nclosing, the proration shall be based upon the most recent assessed values and\ntax rates. To the extent that the actual taxes and assessments paid differ from\nthe amount apportioned at closing, the parties shall make all necessary\nadjustments by appropriate payments between themselves within thirty (30) days\nof the issuance of final tax bills. Seller shall pay any supplemental Property\nTaxes which relate to the period prior to the Closing Date. The foregoing\nobligation shall survive the close of Escrow.\n\n                              (ii) Gas, electricity and other utility charges\nfor which Seller is responsible, if any; such charges to be apportioned at\nClosing on the basis of the most recent meter reading occurring prior to the\nClosing Date (dated not more than two (2) days prior to the Closing Date) or, if\nunmetered, on the basis of a current bill for each such utility; and\n\n                    (b) The obligations under this Section shall survive the\nclose of Escrow.\n\n          Section 6.4   OTHER CLOSING COSTS. Buyer and Seller shall each pay\none-half of the Escrow fees and recording fees for the Deed and the Covenant and\none-half of City transfer taxes. Seller shall pay County transfer taxes and the\npremium for a California Land Title Association standard coverage owner's policy\nin the amount of the Purchase Price. Buyer shall pay all additional premiums for\nBuyer's Title Policy, including without limitation, the cost of any endorsements\nthereto requested by Buyer. All other costs of Escrow and closing of this\ntransaction shall be apportioned in accordance with custom in the County of\nSanta Clara.\n\n\n                                       15\n\n\n                                  ARTICLE VII\n\n                                  MISCELLANEOUS\n\n          Section 7.1   DAMAGE OR DESTRUCTION. If there shall be damage to or\ndestruction of the Personal Property during the period from the Effective Date\nthrough the Closing Date (the \"CONTRACT PERIOD\"), then Seller shall promptly\nnotify Buyer and the provisions of this Section shall be applicable.\n\n                    (a) Buyer shall proceed to purchase the Property pursuant to\nthis Agreement notwithstanding such damage or destruction. Seller shall promptly\nconclude the loss adjustment under any insurance which Seller may have related\nto such damage or destruction. Any casualty insurance proceeds for damage or\ndestruction during the Contract Period received by Seller prior to the Closing\nDate and not expended on restoration of the Property before the Closing Date\nshall be delivered by Seller to Buyer on the Closing Date. Any casualty\ninsurance proceeds received by Seller after the Closing Date for damage or\ndestruction during the Contract Period and not expended by Seller on restoration\nof the Property shall be promptly delivered by Seller to Buyer.\n\n                    (b) Seller shall cooperate fully with all reasonable\nrequests of Buyer in the processing of such insurance claims and shall keep\nBuyer reasonably informed as to the status thereof. Subject to the consent of\nits insurance carriers and the holder of any lien on the Property, upon the\nclose of Escrow, Seller shall assign to Buyer all of Seller's rights under any\npolicy or policies of casualty covering losses to the Property occurring during\nthe Contract Period and not expended prior to the close of Escrow for repair or\nreconstruction.\n\n          Section 7.2   BROKERAGE COMMISSIONS AND FINDER'S FEES. Each party to\nthis Agreement warrants to the other that other than Cornish &amp; Carey Commercial\n(\"SELLER'S BROKER\") no person or entity can properly claim a right to a real\nestate commission, real estate finder's fee, real estate acquisition fee or\nother real estate brokerage-type compensation (collectively, \"REAL ESTATE\nCOMPENSATION\") based upon the acts of that party with respect to the transaction\ncontemplated by this Agreement. Seller shall pay any Real Estate Compensation\ndue under its agreement with Seller's Broker. Each party hereby agrees to\nindemnify and defend the other against and to hold the other harmless from any\nand all loss, cost, liability or expense (including but not limited to\nattorneys' fees and returned commissions) resulting from any claim for Real\nEstate Compensation by any person or entity based upon such acts or from payment\nof Real Estate Compensation to any person by the indemnifying party. This\nindemnification and defense obligation shall survive the close of the Escrow\ncontemplated herein and, if such Escrow does not close, the termination of this\nAgreement. \n\n          Section 7.3   SUCCESSORS AND ASSIGNS. The terms, covenants, and\nconditions of this Agreement shall be binding upon and inure to the benefit of\nthe parties and their respective heirs, successors, and assigns. Buyer shall not\nassign any of Buyer's rights or duties hereunder (a) except to an entity which\nis directly or indirectly wholly-owned by Buyer or (b) otherwise with \n\n\n                                       16\n\n\nrespect to an assignment which is effective simultaneous with the close of\nEscrow without the prior written consent of Seller which shall not unreasonably\nbe withheld. In all events, no such assignment shall be effective unless such\nassignee explicitly assumes, for the benefit of Seller, Buyer's obligations\nunder this Agreement pursuant to an instrument delivered to Seller. Seller shall\nnot convey the Property except to an entity which explicitly assumes, for the\nbenefit of Seller, Buyer's obligations under this Agreement pursuant to an\ninstrument delivered to Seller and which executes, acknowledges and delivers the\nCovenant. Upon such assignment, assumption and conveyance, Palm, Inc. shall be\nreleased from all obligations and liability to Seller other than those arising\nout of: (a) Buyer's obligations under paragraph 3.4(b), (b) the release set\nforth in Section 3.5, (c) the covenant not to sue in Section 4.5, (d) the\nactions of Buyer or those for whom it is liable, or (e) Buyer's breach of this\nAgreement occurring prior to such release. \n\n          Section 7.4   NOTICES. All notices or other communications required or\npermitted hereunder shall be in writing, and shall be personally delivered, sent\nby facsimile, reputable overnight courier, or sent by registered or certified\nmail, postage prepaid, return receipt requested, and shall be deemed received\nupon the earlier of (a) if personally delivered, the date of delivery to the\naddress of the person to receive such notice, (b) if mailed, two (2) business\ndays after the date of posting by the United States post office, (c) if\ndelivered by Federal Express or other overnight courier for next business day\ndelivery, the next business day or (d) if sent by facsimile, with the original\nsent on the same day by overnight courier, the date on which the facsimile is\nreceived, provided it is before 5:00 P.M. Pacific Time. Notice of change of\naddress shall be given by written notice in the manner detailed in this Section\n7.4. Rejection or other refusal to accept or the inability to deliver because of\na change in address of which no notice was given shall be deemed to constitute\nreceipt of the notice, demand, request or communication sent. Unless changed in\naccordance herewith, the addresses for notices given pursuant to this Agreement\nshall be as follows:\n\n\n                                                               \n           \n           If to Seller:                               3Com Corporation\n                                                       5400 Bayfront Plaza\n                                                       Santa Clara, CA  95052\n                                                       Attn:  Abe Darwish\n                                                       Tel:  (408) 326-5000\n                                                       Fax:  (408) 326-5718\n\n           with a copy to:                             Thelen Reid &amp; Priest LLP\n                                                       101 Second Street, Suite 1800\n                                                       San Francisco, CA  94105\n                                                       Attn:   Richard Shapiro\n                                                       Tel:  (415) 369-7117\n                                                       Fax:  (415) 371-1211\n\n\n                                       17\n\n\n\n                                                  \n           If to Buyer:                                Palm, Inc.\n                                                       5400 Bayfront Plaza\n                                                       Santa Clara, CA 95052\n                                                       Attn:  John Igoe\n                                                       Tel:  (408) 326-9805\n                                                       Fax:  (408) 326-9998\n\n           with a copy to:                             Gray Carey Ware &amp; Freidenrich LLP\n                                                       400 Hamilton Avenue\n                                                       Palo Alto, CA  94301\n                                                       Attn:  Jeffrey Trant\n                                                       Tel:  (650) 833-2023\n                                                       Fax:  (650) 328-3029\n\n\n\n          Section 7.5   TIME. Time is of the essence of every provision \ncontained in this Agreement. \n\n          Section 7.6  INCORPORATION BY REFERENCE. All of the exhibits \nattached to this Agreement or referred to herein and all documents in the \nnature of such exhibits, when executed, are by this reference incorporated in \nand made a part of this Agreement. \n\n          Section 7.7   ATTORNEYS' FEES. In the event any dispute between Buyer\nand Seller should result in arbitration or litigation, the prevailing party, if\nany, as determined by the court or arbitrator, shall be reimbursed for all\nreasonable costs incurred in connection with such litigation, including, without\nlimitation, reasonable attorneys' fees. The obligations of the parties under\nthis Section shall survive the close of Escrow or the termination of this\nAgreement. \n\n          Section 7.8   CONSTRUCTION. The parties acknowledge that each party \nand its counsel have reviewed and revised this Agreement and that the normal\nrule of construction to the effect that any ambiguities are to be resolved\nagainst the drafting party shall not be employed in the interpretation of this\nAgreement or any amendments or exhibits hereto. The captions preceding the text\nof each Section are included for convenience of reference only and shall be\ndisregarded in the construction and interpretation of this Agreement.\n\n\n          Section 7.9   NO MERGER. The provisions of this Agreement shall not\nmerge with the delivery of the Grant Deed contemplated in this Agreement but\nshall, except as otherwise provided in this Agreement, survive the close of\nEscrow. \n\n          Section 7.10  CONFIDENTIALITY AND RETURN OF DOCUMENTS.\n\n                    (a) Buyer and Seller shall each maintain as confidential\nthis Agreement and any and all documents and information obtained about the\nother or, in the case of Buyer, about the Property and prior to Buyer's purchase\nof the Property shall not disclose such information to any third party, except\nto their respective agents partners, directors, officers, employees, advisers,\ncounsel, accountants, lenders, potential lenders, members and shareholders, with\na legitimate \n\n                                       18\n\n\nneed to know such information, and except to the extent required by law or court\norder. Prior to receiving a copy of this Agreement or any confidential\ninformation described above, all of Buyer's representatives shall execute and\ndeliver a confidentiality agreement in the form attached as EXHIBIT J. The\nforegoing obligations shall not apply to information or materials which is or\notherwise becomes available to the public.\n\n                    (b) In the event the transaction contemplated hereunder is\nnot consummated, Buyer shall deliver to Seller all drawings, permits,\napplications, reports, engineering data, and any other documents, instruments,\nor information of any kind relating to the Property (other than financial\nprojections and marketing reports prepared by or for Buyer) including drawings\nfor potential development of the Property, provided by Seller, its agents and\ncontractors to Buyer, and all of the foregoing shall immediately become the\nproperty of Seller. This Section 7.10 shall survive the close of Escrow or\ntermination of this Agreement.\n\n          Section 7.11   GOVERNING LAW. This Agreement shall be construed and\ninterpreted in accordance with and shall be governed and enforced in all\nrespects according to the laws of the State of California. \n\n          Section 7.12   COUNTERPARTS. This Agreement may be executed in one or\nmore counterparts. All counterparts so executed shall constitute one contract,\nbinding on all parties, even though all parties are not signatory to the same\ncounterpart.  \n\n          Section 7.13   ENTIRE AGREEMENT. This Agreement and the attached\nexhibits, which are by this reference incorporated herein and all documents in\nthe nature of such exhibits, when executed, contain the entire understanding of\nthe parties and supersede any and all other written or oral understanding. This\nAgreement may be amended only by a written agreement so specifying, executed by\nboth parties.  \n\n          Section 7.14   LIMITATION OF SELLER'S LIABILITY. The aggregate \nliability of Seller to Buyer and all those claiming by or through Buyer for\nclaims, demands, damages, expenses (including attorneys' fees), suits, awards,\njudgments and liabilities asserted, awarded or otherwise recovered against\nSeller in connection with this Agreement or the Property (all of the foregoing\nare, collectively, \"LIABILITIES\") shall not exceed the proceeds, if any, of\ninsurance received by Seller in connection with such Liabilities plus One\nMillion Dollars ($1,000,000) (plus, if the transaction does not close, a return\nof the Deposit).\n\n          Section 7.15   NO WAIVER. The failure by either party to enforce \nagainst the other any term of this Agreement shall not be deemed a waiver of\nsuch party's right to enforce against the other party the same or any other term\nin the future. \n\n          Section 7.16   SEVERABILITY. If any one or more of the provisions \nhereof shall be held to be invalid, illegal or unenforceable in any respect,\nsuch invalidity, illegality or unenforceability shall not affect any other\nprovision hereof and this Agreement shall be construed as if such invalid,\nillegal or unenforceable provision were not herein contained. \n\n          Section 7.17   WAIVER OF JURY TRIAL. EACH OF SELLER AND BUYER HEREBY\nWAIVES ANY AND ALL RIGHTS THAT EACH MAY NOW OR HEREAFTER \n\n                                       19\n\n\n\nHAVE UNDER THE LAWS OF THE UNITED STATES OF AMERICA OR ANY STATE, TO A TRIAL BY\nJURY OF ANY AND ALL ISSUES ARISING DIRECTLY OR INDIRECTLY IN ANY ACTION OR\nPROCEEDING RELATING TO THIS AGREEMENT OR ANY TRANSACTIONS CONTEMPLATED THEREBY\nOR RELATED THERETO. IT IS INTENDED THAT THIS WAIVER SHALL APPLY TO ANY AND ALL\nCAUSES OF ACTION, DEFENSES, RIGHTS, CLAIMS AND\/OR COUNTERCLAIMS, WHETHER IN\nCONTRACT, TORT OR OTHERWISE, IN ANY SUCH ACTION OR PROCEEDING. EACH OF SELLER\nAND BUYER UNDERSTAND THAT THIS WAIVER IS A WAIVER OF A CONSTITUTIONAL SAFEGUARD,\nAND EACH OF SELLER AND BUYER INDIVIDUALLY BELIEVES THAT THERE ARE SUFFICIENT\nALTERNATE PROCEDURAL AND SUBSTANTIVE SAFEGUARDS, INCLUDING, WITHOUT LIMITATION,\nA TRIAL BY AN IMPARTIAL JUDGE, THAT ADEQUATELY OFFSET THE WAIVER CONTAINED\nHEREIN.\n\n          Section 7.18   FURTHER ASSURANCES. Each party agrees to perform, \nexecute and deliver, on or after the Closing, such further actions and documents\nas may be reasonably necessary or requested to more fully effectuate the\npurposes, terms and intent of this Agreement and the conveyances contemplated\nherein.\n\n         IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement as of\nthe date first written above.\n\nBUYER:                                           SELLER:\n\nPALM, INC.                                       3COM CORPORATION,\na Delaware corporation,                          a Delaware corporation\n\nBy: \/s\/ John Igoe                                By: \/s\/ Abe Darwish\n   --------------------------                       -------------------------\nName: John Igoe                                 Name:  Abe Darwish\n     ------------------------                        ------------------------\nIts: Vice President, Real                       Its: Vice President, Real \n     Estate and Site Services                        Estate and Site Services\n     ------------------------                        ------------------------\n\n                                       20\n\n\n\n                                    EXHIBIT A\n\n                               DESCRIPTION OF LAND\n\n         All of that certain real property in the County of Santa Clara, State\nof California, described as follows:\n\n\n\n                                       A-1\n\n\n\n\n                                   EXHIBIT B\n\n                    FORM OF ASSIGNMENT OF INTANGIBLE PROPERTY\n\n          THIS ASSIGNMENT OF INTANGIBLE PROPERTY, made as of _______________,\n2000, by and between 3COM CORPORATION, a Delaware corporation (\"ASSIGNOR\"), and\n_______________, a ____________________ (\"ASSIGNEE\"),\n\n                               W I T N E S S E T H\n\n          FOR GOOD AND VALUABLE CONSIDERATION, receipt of which is hereby\nacknowledged, Assignor and Assignee agree as follows:\n\n          1.        ASSIGNMENT AND ASSUMPTION.\n\n                    (a) Assignor hereby assigns and transfers to Assignee all\nright, title and interest of Assignor in and to the intangible property which\nconsists of reports regarding the physical condition of that certain real\nproperty (the \"Land\") described in EXHIBIT A hereto and to the extent applicable\nto the Land, Seller's rights under those certain documents listed in EXHIBIT B\nhereto, to the extent transferable (the \"Intangible Property\").\n\n                    (b) Assignee hereby accepts the foregoing assignment, and\nassumes and agrees to perform all of the covenants and agreements in the\nIntangible Property to be performed by the owner of the Land, which accrue from\nand after the date hereof.\n\n          2.        \"AS-IS\". This assignment is made by Assignor \"as-is\" without\nwarranties, express or implied, other than that to the extent Assignor assigns\nany rights to reports prepared by third parties for Assignor, Assignor shall\nhave paid all amounts due from Assignor to the preparers of such reports.\n\n          3.        FURTHER ASSURANCES. Assignor and Assignee agree to execute\nsuch other documents and perform such other acts as may be reasonably necessary\nor proper and usual to effect this Assignment.\n\n          4.        GOVERNING LAW. This Assignment shall be governed by and\nconstrued in accordance with the laws of the State of California.\n\n          5.        SUCCESSORS AND ASSIGNS. This Assignment shall be binding\nupon and shall inure to the benefit of Assignor and Assignee and their\nrespective personal representatives, heirs, successors and assigns.\n\n          6.        COUNTERPARTS. This Assignment may be executed in\ncounterparts, and all counterparts so executed shall constitute one agreement,\nbinding on all parties, even though all parties are not signatory to the same\ncounterpart.\n\n                                      B-1\n\n\n\n\n          IN WITNESS WHEREOF, Assignor and Assignee have executed this\nAssignment as of the date first hereinabove written.\n\n                                                   ASSIGNOR:\n\n                                                   3COM CORPORATION,\n                                                   a Delaware corporation\n\n                                                   By:\n                                                      ------------------------\n                                                   Name:                      \n                                                        ----------------------\n                                                   Its:                        \n                                                       -----------------------\n\n                                                   ASSIGNEE:\n\n                                                   [--------------------------]\n                                                   a\n                                                    --------------------------\n\n                                                   By:                          \n                                                      ------------------------\n                                                   Name:                      \n                                                        ----------------------  \n                                                   Its:                         \n                                                       -----------------------\n\n                                                   By:                          \n                                                      ------------------------\n                                                   Name:                        \n                                                        ----------------------\n                                                   Its:                         \n                                                       -----------------------\n\n                                      B-2\n\n\n\n\n                                    Exhibit A\n                       to Assignment of Intangible Property\n\n                             DESCRIPTION OF THE LAND\n\n                                      B-3\n\n\n\n                                    Exhibit B\n                                  To Assignment\n                             of Intangible Property\n\n                                 LIST OF PERMITS\n\nDevelopment Agreement by and between the City of San Jose and 3Com Corporation\nrelative to the Development of Property in North San Jose, dated August 5, 1997,\nas amended.\n\nSite Development Permit HSH 96-12-089, as amended.\n\n                                      B-4\n\n\n\n\n                                    EXHIBIT C\n\n                       FORM OF DEPOSIT ESCROW INSTRUCTIONS\n                                  May 22, 2000\n\n\nFirst American Title Company\n1737 North First Street\nSan Jose, CA  95112\nAttn:  Carol Weir\n\n                    Re:       Purchase and Sale of Land at Highway 237 and \n                              North First Street, \n                              San Jose, California\n                              Your Escrow No. 518350\n\nLadies\/Gentlemen:\n\n          3Com Corporation, a Delaware corporation (\"SELLER\"), and Palm, Inc., a\nDelaware corporation (\"BUYER\") have entered into that certain Agreement for\nPurchase and Sale of Land at Highway 237 and North First Street, San Jose,\nCalifornia, dated as of May 22, 2000 (the \"AGREEMENT\"), pursuant to which Seller\nhas agreed to sell and convey to Buyer certain real property situated in San\nJose, California (as more particularly described in the Agreement, the\n\"PROPERTY\"), and Buyer has agreed to purchase the Property from Seller. You have\nopened the above-referenced escrow (the \"ESCROW\") in connection with the\ntransaction contemplated by the Agreement.\n\n          Pursuant to the terms of the Agreement, Buyer is herewith depositing\ninto Escrow the sum of $2,500,000 (\"INITIAL DEPOSIT\") which amount shall be\ncredited against the purchase price for the Property to be purchased by Buyer\nfrom Seller. If on or before July 6, 2000, Buyer gives notice to you demanding\nreturn of the Initial Deposit, you are to do so promptly and without further\nnotice from Seller.\n\n          If you receive additional funds from Buyer as an increase to the\nInitial Deposit, all amounts held by you shall be the \"DEPOSIT.\" After July 6,\n2000, you shall not make any disbursements from Escrow except upon the joint\ninstructions of both Seller and Buyer.\n\n          Any amounts held by you in this Escrow as the Deposit may, at Buyer's\ndirection, be invested initially for Buyer's account. Buyer's tax identification\nnumber is ________________. All such investments shall be subject to Seller's\nconsent, which Seller agrees shall not unreasonably be withheld.\n\n                                      C-1\n\n\n\n          These deposit escrow instructions may be executed in one or more\ncounterparts. All counterparts so executed shall constitute one set of\ninstructions, binding on all parties, even though all parties are not\nsignatories to the same counterpart.\n\n          By signing below you hereby acknowledge the terms contained herein and\nagree to proceed strictly in accordance herewith.\n\n          Time is of the essence of these instructions.\n\n                                                Sincerely,\n\n                                                SELLER:\n\n                                                3Com Corporation,\n                                                a Delaware corporation\n\n                                                By:                         \n                                                   ---------------------------\n                                                Name:\n                                                     -------------------------\n                                                Its:                            \n                                                    --------------------------\n\n                                                BUYER:\n\n                                                PALM, INC.,\n                                                a Delaware corporation\n\n                                                By:          \n                                                   ---------------------------\n                                                Name:                          \n                                                     -------------------------\n                                                Its:                            \n                                                    --------------------------\n                                                By:                             \n                                                   ---------------------------\n                                                Name:                           \n                                                     -------------------------\n                                                Its:                           \n                                                    --------------------------\n\nAGREED AND ACKNOWLEDGED:\n\nFIRST AMERICAN TITLE COMPANY\n\nBy:                                             Dated:                         \n   ----------------------------                       --------------------------\nName:                                                \n     --------------------------                     \nIts:                                                 \n    ---------------------------\n                                      C-2\n\n\n\n\n\n\n\n                                    EXHIBIT D\n\n                                   [RESERVED]\n\n\n                                       D-1\n\n\n\n\n\n                                    EXHIBIT E\n\n                FORM OF RELEASE AGREEMENT AND COVENANT NOT TO SUE\n\nWHEN RECORDED,\nRETURN TO:\n\nThelen Reid &amp; Priest LLP\n101 Second Street, Suite 1800\nSan Francisco, CA 94105\nAttention:  Richard Shapiro\n\n                    RELEASE AGREEMENT AND COVENANT NOT TO SUE\n\n          THIS RELEASE AGREEMENT AND COVENANT NOT TO SUE (\"RELEASE AGREEMENT\")\nis dated ____________________, 2000 (\"AGREEMENT DATE\"), and is made and entered\ninto by and among _______________________, a _____________, (\"Buyer\"), and 3Com\nCorporation, a Delaware corporation (\"SELLER\").\n\n                                 R E C I T A L S\n\n          This Release Agreement is made with reference to the following facts\nand intentions of the parties:\n\n          A.        A Purchase and Sale Agreement dated as of May 22, 2000 has\nbeen entered into by and between Palm, Inc., a Delaware corporation, Buyer's\npredecessor-in-interest, and Seller (\"PURCHASE AGREEMENT\"), for the purchase and\nsale of certain real property described in EXHIBIT A attached hereto (the\n\"PROPERTY\").\n\n          B.        Pursuant to and as a condition of Seller's obligations under\nthe Purchase Agreement, Buyer has agreed to execute and record this Release\nAgreement in the Official Records of the City and County of Santa Clara,\nCalifornia, on the Closing Date (as that term is defined in the Purchase\nAgreement) immediately following the recording therein of the grant deed\npursuant to the Purchase Agreement and prior to the recording of any other\nmatters or liens that would affect title in order to set forth the agreement of\nthe parties herein.\n\n          C.        This Agreement is intended to provide a full and complete\nrelease, waiver of rights, and covenant not to sue, for the benefit of the\nReleased Parties (as defined in Section 3 below) concerning matters relating to\nHazardous Materials, Waste Materials and environmental matters concerning the\nProperty, as more fully set forth below.\n\n          D.        Seller would not have agreed to enter into the Purchase\nAgreement and become obligated to convey the Property to Buyer without a\ncondition thereto being the entry into this Release Agreement by the parties\nhereto.\n\n                                      E-1\n\n\n\n                                A G R E E M E N T\n\n          NOW, THEREFORE, in consideration of the foregoing recitals and as a\nmaterial part of the consideration for the entering into the Purchase Agreement,\nthe conveyance of the Property to Buyer and for other valuable consideration\nreceipt of which is hereby acknowledged, the parties hereto agree to the\nprovisions hereinafter set forth, as follows:\n\n          1.        RELEASE. The release of Claims (as defined below) set forth\nin this Section 1 shall be referred to as the \"RELEASE\". Buyer hereby for itself\nand each and all of its successors-in-interest in chain of fee title to the\nProperty and each and all of their respective heirs, executors, successors and\nassigns (collectively, the \"WAIVER PARTIES\") hereby forever, absolutely,\nunconditionally and completely releases and discharges the Released Parties (as\ndefined in Section 3 hereof) from and against any and all actual, threatened or\npotential claims, suits, proceedings, actions, causes of action, demands,\nliabilities, losses, obligations, orders, requirements or restrictions, liens,\npenalties, fines, charges, debts, damages, costs, and expenses of every kind and\nnature, whether now known or unknown, whether foreseeable or unforeseeable,\nwhether under any foreign, federal, state or local law (both statutory and\nnonstatutory), whether asserted or demanded by a third party against any of the\nWaiver Parties or incurred directly or indirectly by any of the Waiver Parties\nthemselves, that any of the Waiver Parties may now or hereafter have against any\nof the Released Parties (collectively, \"CLAIMS\"), and that arise in connection\nwith or in any way are related to (i) any Handling (as defined in Section 3\nhereof) of any Waste Materials or Hazardous Materials at, beneath, to, from or\nabout the Property, (ii) any compliance or non-compliance with Environmental\nLaws (as defined in Schedule 3 below) regarding any Waste Materials, Hazardous\nMaterials or any Handling related thereto at, beneath, to, from or about the\nProperty, (iii) any acts, omissions, services or other conduct related to any of\nthe foregoing items \"(i)\" or \"(ii),\" inclusive, and\/or (iv) any condition,\nactivity or other matter respecting the Property that is not addressed by any of\nthe foregoing items \"(i)\" - \"(iii),\" inclusive and that is related to pollution\nor protection of the environment, natural resources, or public health and\nsafety.\n\n          2.        CIVIL CODE SECTION 1542 RELEASE. In furtherance of the\nintentions set forth herein, Buyer acknowledges that it is familiar with Section\n1542 of the California Civil Code, which provides as follows:\n\n                    A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE\n                    CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT\n                    THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM\n                    MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE\n                    DEBTOR.\n\nBuyer, on behalf of itself and the other Waiver Parties, waives and relinquishes\nany right or benefit which it has or may have under California Civil Code\nSection 1542 or any similar provision of the statutory or nonstatutory law of\nany other jurisdiction, pertaining to the Released Matters. Buyer acknowledges\nthat in connection with such waiver and relinquishment, it is aware that it or\nits attorneys, accountants, consultants or other experts or representatives or\ncontractors may hereafter discover facts, liabilities, claims or other matters\nin addition to or \n\n                                      E-2\n\n\n\ndifferent from those which it now knows to believe to exist with respect to the\nReleased Matters, but that it is Buyer's intention to hereby fully, finally and\nforever to release all of the Released Matters as set forth herein. In\nfurtherance of this intention, the Release shall be and remain in effect as full\nand complete notwithstanding the discovery or existence of any such additional\nor different claim or fact.\n\n          3.        DEFINITIONS.\n\n                    (a) ENVIRONMENTAL LAWS. The term \"ENVIRONMENTAL LAWS\" means\nany applicable foreign, federal, state or local law, statute, regulation, rule,\nordinance, permit, prohibition, restriction, license, requirement, agreement,\nconsent, or approval, or any determination, directive, judgment, decree or order\nof any executive, administrative or judicial authority at any federal, state or\nlocal level (whether now existing or subsequently adopted or promulgated)\nrelating to pollution or the protection of the environment, natural resources or\npublic health and safety.\n\n                    (b) HANDLING. The term \"HANDLING\" means, at any time and to\nany extent and in any manner whatsoever, any presence of or any handling,\nstoring, transferring, transporting, treating, using, recycling, separating,\nsorting, incinerating; transforming, reconstituting, containing, containerizing,\npackaging, manufacturing, generating, abandoning, covering, capping, dumping,\nclosing, maintaining, disposing, placing, discarding, encapsulating, filling,\nlandfilling, investigating, monitoring, remediating, removing, responding to,\nreporting on, testing, releasing, contamination resulting from, spilling,\nleaking, pouring, emitting, emptying, discharging, injecting, escaping,\nmigrating, or leaching.\n\n                    (c) HAZARDOUS MATERIALS. The term \"HAZARDOUS MATERIALS\"\nmeans any material, waste, chemical, compound, substance, mixture, or byproduct\nthat is identified, defined, designated, listed, restricted or otherwise\nregulated under Environmental laws as a \"hazardous constituent,\" \"hazardous\nsubstance,\" \"hazardous material,\" \"extremely hazardous material,\" \"hazardous\nwaste,\" \"acutely hazardous waste,\" \"hazardous waste constituent,\" \"infectious\nwaste,\" \"medical waste,\" \"biohazardous waste,\" \"extremely hazardous waste,\"\npollutant,\" \"toxic pollutant,\" or \"contaminant,\" or any other formulation\nintended to classify substances by reason of properties that are deleterious to\nthe environment, natural resources or public health or safety including, without\nlimitation, ignitability, corrosiveness, reactivity, carcinogenicity, toxicity,\nand reproductive toxicity. The term \"HAZARDOUS MATERIALS,\" shall include,\nwithout limitation, the following:\n\n                              i. A \"Hazardous Substance,\" \"Hazardous Material,\"\n\"Hazardous Waste,\" or \"Toxic Substance\" under the Comprehensive Environmental\nResponse, Compensation and Liability Act of 1980, 42 U.S.C. Section 9601, et\nseq., the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et\nseq. or the Solid Waste Disposal Act, 42 U.S.C. Section 6901, et seq., including\nany regulations promulgated thereunder, as any of the foregoing may be amended;\n\n                              ii. An \"Acutely Hazardous Waste,\" \"Extremely\nHazardous Waste,\" \"Hazardous Waste,\" or \"Restricted Hazardous Waste,\" under\nSection 25110.02, 25115, 25117 or \n\n                                      E-3\n\n\n\n25122.7 of the California Health and Safety Code, or listed pursuant to Section\n25140 of the California Health and Safety Code, as any of the foregoing may be\namended;\n\n                              iii. A \"Hazardous Material,\" \"Hazardous Substance\"\nor \"Hazardous Waste\" under Section 25281, 25316, 25501, or 25501.1 of the\nCalifornia Health and Safety Code, as any of the foregoing may be amended;\n\n                              iv. \"Oil\" or a \"Hazardous Substance\" under Section\n311 of the Federal Water Pollution Control Act, 33 U.S.C. Section 1321, as may\nbe amended; as well as any other hydrocarbonic substance, fraction, distillate\nor by-product;\n\n                              v. Any substance or material defined, identified\nor listed as an \"Acutely Hazardous Waste,\" Extremely Hazardous Material,\"\n\"Extremely Hazardous Waste,\" \"Hazardous Constituent,\" Hazardous Material,\"\nHazardous Waste,\" \"Hazardous Waste Constituent,\" or \"Toxic Waste\" pursuant to\nDivision 4.5, Chapters 10 or 11 of Title 22 of the California code of\nRegulations, as may be amended;\n\n                              vi. Any substance or material listed by the State\nof California as a chemical known by the State to cause cancer or reproductive\ntoxicity pursuant to Section 25249.8 of the California Health and Safety Code,\nas may be amended;\n\n                              vii. A \"Biohazardous Waste\" or \"Medical Waste\"\nunder Section 25020.5 of the California Health and Safety Code, as may amended;\n\n                              viii. Asbestos and any asbestos containing\nmaterial; and\/or\n\n                              ix. A substance that, due to its characteristics\nor interaction with one or more other materials, wastes, chemicals, compounds,\nsubstances, mixtures, or byproducts, damages or threatens to damage the\nenvironment, natural resources or public health or safety, or is required by any\nlaw or public entity to be remediated, including remediation which such law or\npublic entity requires in order for property to be put to any lawful purpose.\n\n                    (d) RELEASED PARTIES. The term \"RELEASED PARTIES\" means\nSeller, any other partners or co-venturers of Seller, any entity or person which\nis controlled by, under common control with or controls Seller or has a\nbeneficial interest in common with Seller, parent business organizations,\nsubsidiary business organizations, lenders who hold or held a security interest\nin all or a portion of the Property, the entity from which Seller acquired the\nProperty, and its and their respective shareholders, officers, directors,\npartners, employees, servants, trustees, heirs and executors.\n\n                    (e) WASTE MATERIALS. The term \"WASTE MATERIALS\" means any\nputrescible or nonputrescible solid, semisolid, liquid or gaseous waste of any\ntype whatsoever, including, without limitation;\n\n                              i. Any garbage, trash, refuse, paper, rubbish,\nash, industrial or commercial or residential waste, demolition or construction\nwastes, abandoned vehicles or parts thereof, discarded home and industrial\nappliances, sewage, sewage sludge, manure, vegetable or \n\n                                      E-4\n\n\n\nanimal solid and semisolid waste, and any other item intended to be or actually\ndumped, abandoned, discarded, treated, transformed, incinerated, disposed of or\nrecycled;\n\n                              ii. Any \"solid waste\" as defined in the Solid\nWaste Disposal Act, 42 U.S.C. Section 6901, et seq., including any regulations\npromulgated thereunder, as any of the foregoing may be amended;\n\n                              iii. Any \"solid waste\" as defined in the\nCalifornia Integrated Waste Management Act of 1989, California Public Resources\nCode Section 40000, et seq., including any regulations promulgated thereunder,\nas any of the foregoing may be amended.\n\n                              iv. Any \"waste\" as defined in the Porter Cologne\nWater Quality Control Act, California Water Code Section 13000 et seq.,\nincluding any regulations promulgated thereunder, as any of the foregoing may be\namended.\n\n          4.        COVENANT NOT TO SUE. Buyer, on its own behalf and on behalf\nof each of the other Waiver Parties, covenants and agrees never to sue or\notherwise commence, or prosecute any action or other proceeding against any of\nthe Released Parties for a Claim released pursuant to the Release (collectively,\n\"COVENANT NOT TO SUE\"). If any of the Waiver Parties asserts a claim that is\ncontrary to the Release, said Waiver Party shall indemnify and hold harmless the\nReleased Parties against whom such claim is asserted for all liabilities,\nincluding court costs and attorneys' fees, which are asserted against any of the\nReleased Parties in connection with such action or proceeding. The parties\nhereto agree that this Release Agreement may be pleaded by a Released Party as a\nfull and complete defense to any action or proceeding by a Waiver Party that is\ncontrary to the terms of the Release, and may be asserted as a basis for\nabatement of, or injunction against, said action or proceeding and as a basis\nfor a cross-complaint for damages therein. In the event a Waiver Party breaches\nthe Covenant Not to Sue, any Released Party damaged thereby shall be entitled to\nrecover not only the amount of any judgment which may be awarded in favor of\nsuch damaged Released Party but also for such other damages, costs, and expenses\nas may be incurred by such Released Party, including court costs, attorneys'\nfees and all other costs and expenses, taxable or otherwise, in preparing the\ndefense of, defending against, or seeking and obtaining abatement of, or\ninjunction against, such action or proceeding, and establishing and maintaining\nthe applicability of the Release and this Release Agreement or any provision\nthereof.\n\n          5.        INDEMNITY. Buyer shall indemnify, defend and hold the\nReleased Parties harmless from and against any and all Claims (as such term is\ndefined in Section 1(a)) to the extent caused by (i) any Handling of any Waste\nMaterials or Hazardous Materials at, beneath, to, from or about the Property\nfrom and after the date of this Agreement and during the period Buyer owns the\nProperty, (ii) any compliance or noncompliance with Environmental Laws from and\nafter the date of this Agreement and during the period Buyer owns the Property\nregarding any Waste Materials, or Hazardous Materials related thereto which\nbecomes located at or discharged or released from the Property during the period\nBuyer owns the Property, (iii) any acts, omissions, services or other conduct\nrelated to any of the foregoing items \"(i)\" or \"(ii),\" inclusive, and\/or (iv)\nany condition, activity or other matter respecting the Property that is not\naddressed by any of the foregoing items \"(i)\" - \"(iii),\" inclusive and that is\nrelated to pollution or protection of the \n\n                                      E-5\n\n\n\nenvironmental, natural resources, or public health and safety and which occurs\nor accrues on or after the date of this Agreement.\n\n          6.        RECORDATION. It is the intention of the parties hereto that\nthe provisions of this Release Agreement shall run with the land described in\nEXHIBIT A, and that this Release Agreement shall be recorded in the Official\nRecords of the County of Santa Clara, California, as set forth in Recital\nParagraph \"A,\" above.\n\n          7.        EFFECTIVE DATE. This Release Agreement shall become\neffective immediately upon filing for record in the Official Records of Santa\nClara, California.\n\n          8.        NOTICE. Any notice or other communication required or\ndesired to be given hereunder shall be in writing and shall be personally\ndelivered, or delivered by commercial courier or by United States Mail,\nregistered or certified, postage prepaid, return receipt requested, and shall be\ndeemed delivered only upon actual receipt by the addressee or refusal to accept\ndelivery. Mailed notices to the Buyer or the shall be addressed as set forth\nbelow:\n\n              If to Seller:                      3Com Corporation\n                                                 5400 Bayfront Plaza\n                                                 Santa Clara, CA  95052\n                                                 Attn:  Abe Darwish\n                                                 Tel:  (408) 326-5000\n                                                 Fax:  (408) 326-5718\n\n              with a copy to:                    Thelen Reid &amp; Priest LLP\n                                                 101 Second Street, Suite 1800\n                                                 San Francisco, CA  94105\n                                                 Attn:  Richard Shapiro\n                                                 Tel:  (415) 369-7117\n                                                 Fax:  (415) 371-1211\n\n              If to Buyer:\n\n                                                 Attn:\n                                                 Tel:  (   )\n                                                 Fax:  (   )\n\n              with a copy to:                    ____________________________\n                                                 ____________________________\n                                                 ____________________________\n\n                                                 Tel: _______________________\n                                                 Fax:  ______________________\n\n     9.       MISCELLANEOUS.\n\n                    a. This Release Agreement constitutes the entire\nunderstanding between the parties hereto respecting the subject matter hereof,\nand no additions to, or modifications of, any \n\n                                      E-6\n\n\n\nterm or provision of this Release Agreement shall be effective unless set forth\nin writing and signed by all of the parties hereto, and appropriately recorded\nin the Official Records of Santa Clara County.\n\n                    b. Without limiting the rights remedies of the Released\nParties as provided in Section 4 hereof regarding the Covenant Not to Sue, in\nthe event of any controversy, claim or dispute between the parties arising out\nof or relating to this Release Agreement or the breach thereof, the prevailing\nparty shall be entitled to recover from the other party reasonable expenses,\nattorneys, fees, and costs. \"PREVAILING PARTY\" within the meaning of this\nSection shall include, without limitation, a party who brings an action against\nthe other party after the other party is in breach or default, if such action is\ndismissed upon the other party's payment of the sums allegedly due or\nperformance of the covenant allegedly breached, or if the party commencing such\naction or proceeding obtains substantially the relief sought by it in such\naction whether or not such action proceeds to a final judgment or determination.\n\n                    c. All captions and headings in this Release Agreement are\nfor purposes of reference and convenience only and shall not limit or expand the\nmeaning of the provisions hereof.\n\n                    d. This Release Agreement and each provision hereof shall be\ninterpreted in accordance with their fair meaning and not against or in favor of\nany party.\n\n                    e. This Release Agreement shall in all respects be governed\nby and construed in accordance with the laws of the State of California\napplicable to instruments, persons and transactions which have legal contacts\nand relationships solely within the State of California. If any provisions of\nthis Release Agreement shall be invalid, unenforceable, or ineffective for any\nreason whatsoever, all other provisions hereof shall be and remain in full force\nand effect.\n\n                                      E-7\n\n\n\n\n\n                    IN WITNESS WHEREOF, the parties have executed this Agreement\n   as of the date first above written.\n\n                                                 SELLER:\n\n                                                 3Com Corporation,\n                                                 a Delaware corporation\n\n                                                 By:___________________________\n                                                 Name:_________________________\n                                                 Its:__________________________\n\n                                                 BUYER:\n\n                                                 [____________________________],\n                                                 a_____________________________\n\n                                                 By:___________________________\n                                                 Name:_________________________\n                                                 Its:__________________________\n\n                                                 By:___________________________\n                                                 Name:_________________________\n                                                 Its:__________________________\n\n                                      E-8\n\n\n\n\n                                    Exhibit A\n                            to Release Agreement and\n                               Covenant Not To Sue\n\n                              PROPERTY DESCRIPTION\n\n          All of that certain real property in the County of Santa Clara, State\nof California, described as follows:\n\n\n                                      E-9\n\n\n\n\nSTATE OF CALIFORNIA            )\n                               ) ss.\nCity and County of ____________)\n\n\n          On _______________, 2000, before me _________________________, a\nNotary Public in and for the State of California, personally appeared\n____________________, personally known to me (or proved to me on the basis of\nsatisfactory evidence) to be the person whose name is subscribed to the within\ninstrument, and acknowledged to me that he executed the within instrument in his\nauthorized capacity and that, by his signature on the within instrument, the\nperson or entity upon behalf of which he acted executed the within instrument.\n\n         WITNESS my hand and official seal.\n\nSignature  ____________________________________ (Seal)\n\n\nSTATE OF CALIFORNIA            )\n                               ) ss.\nCity and County of ____________)\n\n\n          On _______________, 2000, before me _________________________, a\nNotary Public in and for the State of California, personally appeared\n____________________, personally known to me (or proved to me on the basis of\nsatisfactory evidence) to be the person whose name is subscribed to the within\ninstrument, and acknowledged to me that he executed the within instrument in his\nauthorized capacity and that, by his signature on the within instrument, the\nperson or entity upon behalf of which he acted executed the within instrument.\n\n          WITNESS my hand and official seal.\n\nSignature  ____________________________________ (Seal)\n\n                                      E-10\n\n\n\n\n\n                                    EXHIBIT F\n\n                               FORM OF GRANT DEED\n\nRecorded at Request of and\nWhen Recorded Mail to:\n\n__________________________________\n__________________________________\n__________________________________\nAttention:________________________\n\nMail Tax Statement to:\n\n__________________________________\n__________________________________\n__________________________________\n__________________________________\n\n                                  \n                                   GRANT DEED\n\n          For valuable consideration, receipt of which is acknowledged, 3Com\nCorporation, a Delaware corporation, hereby grants to\n___________________________________, a ____________________, the real property\nin the County of Santa Clara, State of California, described in EXHIBIT A\nattached hereto and made a part hereof, subject to all matters of record.\n\n          Dated: ____________________, 2000.\n\n                                                    3Com Corporation,\n                                                    a Delaware corporation\n\n                                                    By:_________________________\n                                                    Name:_______________________\n                                                    Title:______________________\n  \n                                       F-1\n\n\n\n\n                                                                    Exhibit A\n                                                                to Grant Deed\n\n                              PROPERTY DESCRIPTION\n\n          All of that certain real property in the County of Santa Clara, State\nof California, described as follows:\n\n\n                                      F-2\n\n\n\n\nSTATE OF CALIFORNIA            )\n                               ) ss.\nCity and County of ____________)\n\n\n          On _______________, 2000, before me _________________________, a\nNotary Public in and for the State of California, personally appeared\n____________________, personally known to me (or proved to me on the basis of\nsatisfactory evidence) to be the person whose name is subscribed to the within\ninstrument, and acknowledged to me that he executed the within instrument in his\nauthorized capacity and that, by his signature on the within instrument, the\nperson or entity upon behalf of which he acted executed the within instrument.\n\n          WITNESS my hand and official seal.\n\nSignature  ____________________________________ (Seal)\n\n\n                                      F-3\n\n\n\n                                    EXHIBIT G\n\n                                FORM OF AFFIDAVIT\n\n                        CERTIFICATE OF NON-FOREIGN STATUS\n\n          Section 1445 of the Internal Revenue Code provides that a buyer of a\nU.S. real property interest must withhold tax if the transferor is a foreign\nperson. To inform __________________ (\"BUYER\") that a withholding of tax is not\nrequired upon the disposition of a U.S. real property interest by 3Com\nCorporation, a Delaware corporation (\"SELLER\"), the undersigned hereby certifies\nthe following on behalf of Seller:\n\n          1.        Seller is not a foreign corporation, foreign partnership,\nforeign trust or foreign estate (as those terms are defined in the Internal\nRevenue Code and Income Tax Regulations);\n\n          2.        Seller's U.S. employer identification number is ___________;\nand\n\n          3.        Seller's office address is 5400 Bayfront Plaza, Santa Clara,\nCA 95052.\n\n          Seller understands that this certification may be disclosed to the\nInternal Revenue Service by the Buyer and that any false statement contained\nherein could be punished by fine, imprisonment, or both.\n\n          Under penalties of perjury I declare that I have examined this\ncertificate and to the best of my knowledge and belief it is true, correct and\ncomplete, and I further declare that I have authority to sign this document on\nbehalf of Seller.\n\n          Dated: ___________________, 2000.\n\n                                                  3Com Corporation,\n                                                  a Delaware corporation\n\n                                                  By:___________________________\n                                                  Name:_________________________\n                                                  Title:________________________\n\n                                      G-1\n\n\n\n\n                                   EXHIBIT H\n\n                          FORM OF DESIGNATION AGREEMENT\n\n                           (Escrow No. ______________)\n\n          THIS DESIGNATION AGREEMENT (the \"AGREEMENT\"), dated as of\n_____________, 2000, is entered into by and between 3Com Corporation, a Delaware\ncorporation (the \"SELLER\"), and ____________________________ (\"BUYER\"), and\n___________________________, (\"TITLE COMPANY\").\n\n                                   I. RECITALS\n\n          A.        Pursuant to that certain Agreement for Purchase and Sale\nentered into by and between Seller and Palm, Inc., dated as of May 22, 2000 (the\n\"PURCHASE AGREEMENT\"), Seller has agreed to sell to Buyer, and Buyer has agreed\nto buy from Seller, an undivided interest in that certain real property located\nin the County of Santa Clara, State of California, and described more fully on\nattached EXHIBIT A (the \"PROPERTY\"). The purchase and sale of the Property\npursuant to the Purchase Agreement is sometimes referred to below as the\n\"TRANSACTION.\"\n\n          B.        Section 6045(e) of the United States Internal Revenue Code\nand the regulations promulgated thereunder (collectively, the \"REPORTING\nREQUIREMENTS\") require an information return to be made to the United States\nInternal Revenue Service, and a statement to be furnished to Seller, in\nconnection with the Transaction.\n\n          C.        Pursuant to the Purchase Agreement, an escrow has been\nopened with Title Company through which the Transaction will be or is being\nclosed. Title Company is either (i) the person responsible for closing the\nTransaction (as described in the Reporting Requirements) or (ii) the disbursing\ntitle or escrow company that is most significant in terms of gross proceeds\ndisbursed in connection with the Transaction (as described in the Reporting\nRequirements).\n\n          D.        Seller, Buyer and Title Company desire to designate Title \nCompany as the \"REPORTING PERSON\" (as defined in the Reporting Requirements) \nwith respect to the Transaction as permitted by Treas. Reg. Section \n1.6045-4(e)(5).\n\n                                  II. AGREEMENT\n\n          NOW, THEREFORE, for good and valuable consideration, the receipt and\nadequacy of which are hereby acknowledged, Seller, Buyer and Title Company agree\nas follows:\n\n          1.        Title Company is hereby designated as the Reporting Person\nfor the Transaction. Title Company shall perform all duties that are required by\nthe Reporting Requirements to be performed by the Reporting Person for the\nTransaction.\n\n                                      H-1\n\n\n\n          2.        Title Company hereby requests Seller to furnish to Title\nCompany Seller's correct taxpayer identification number. Pursuant to such\nrequest, Seller hereby certifies to Title Company, under penalties of perjury,\nthat Seller's correct taxpayer identification number is ___________. Seller\nacknowledges that any failure by to provide Title Company with Seller's correct\ntaxpayer identification number may subject to civil or criminal penalties\nimposed by law.\n\n          3.        The names and addresses of the parties hereto are as\nfollows:\n\n          SELLER:                                3Com Corporation\n                                                 5400 Bayfront Plaza\n                                                 Santa Clara, CA  95052\n                                                 Attn:  Abe Darwish\n                                                        or Bill Skibitzke\n\n          BUYER:                                 ______________________________\n                                                 ______________________________\n                                                 ______________________________\n                                                 Attn:_________________________\n\n          TITLE COMPANY:                         First American Title Company\n                                                 1737 North First Street\n                                                 San Jose, CA 95112\n                                                 Attn:  Carol Weir\n\n          4.        Each of the parties hereto shall retain this Agreement for a\nperiod of four (4) years following the calendar year during which the date of\nclosing of the Transaction occurs.\n\n                                      H-2\n\n\n\n\n\n          IN WITNESS WHEREOF, the parties have entered into this Agreement.\n\n                                                  3Com Corporation,\n                                                  a Delaware corporation\n\n                                                  By:_________________________ \n                                                  Name:_______________________\n                                                  Title:______________________\n\n                                                  [___________________________]\n\n\n                                                  By:_________________________\n                                                  Name:_______________________\n                                                  Title:______________________\n\n                                                  By:_________________________\n                                                  Name:_______________________\n                                                  Title:______________________\n\n                                                  First American Title Company\n\n                                                  By:_________________________\n                                                  Name:_______________________\n                                                  Title:______________________\n\n\n                                      H-3\n\n\n\n\n                                   Exhibit A\n                            to Designation Agreement\n\n                              PROPERTY DESCRIPTION\n\n          All of that certain real property in the County of Santa Clara, State\nof California, described as follows:\n\n                                      H-4\n\n\n\n\n                                   EXHIBIT I\n\n                            PRELIMINARY TITLE REPORT\n\n                                      I-1\n\n\n\n\n                                   EXHIBIT J\n\n                        FORM OF CONFIDENTIALITY AGREEMENT\n\n                                  May 22, 2000\n\nPalm, Inc.\n5400 Bayfront Plaza\nSanta Clara, CA  95052\n\n                    Re:       CONFIDENTIALITY AGREEMENT\n\nLadies and Gentlemen:\n\n          3Com Corporation (\"SELLER\") is the owner or the lessee of certain real\nproperty within the City of San Jose, California, identified as approximately\n36.43 acres of vacant land at Highway 237 and North First Street, San Jose (the\n\"PROPERTY\").\n\n          The undersigned is the prospective buyer of the Property, or its\nemployee, consultant, prospective lender or investor (\"RECIPIENT\"). To induce\nSeller to permit the Recipient to review and inspect certain documents, files\nand other information relating to the Property and\/or to perform tests or\ninspections of the Property (\"CONFIDENTIAL INFORMATION,\" more fully defined\nbelow), and in consideration of Seller permitting such review and inspection, by\nsigning where indicated below, Recipient, on behalf of itself, its employees,\nagents and representatives, hereby agrees and covenants as follows:\n\n                                    AGREEMENT\n\n          1.        PURPOSE. Recipient agrees that its review and inspection of\nthe Confidential Information shall be solely to conduct due diligence, on its\nown behalf and not as an agent, representative or broker of any undisclosed\nparty, to enable Recipient, or the prospective buyer to which it provides\ncounsel and which has been identified to Seller to determine whether or not to\npurchase the Property (\"EVALUATION\"). Recipient shall indemnify Seller and the\nagents, attorneys, and advisors of Seller (collectively, the \"INDEMNIFIED\nPARTIES\") and hold such Indemnified Parties harmless against all costs and\nexpenses of any kind, including but not limited to attorneys' fees or claims by\nthird parties of any right to brokerage commissions or fees, incurred by or on\nbehalf of any Indemnified Party arising out of the Recipient's use or disclosure\nof the Confidential Information except as expressly permitted by the terms\nhereof.\n\n          2.        INFORMATION TO BE KEPT IN STRICT CONFIDENCE. The Recipient\nwill use the Confidential Information solely for the purpose of the Evaluation\nand will keep the Confidential Information strictly confidential. The Recipient\nwill not disclose Confidential Information to others, or take or use\nConfidential Information for its own purposes or the purposes of others;\nPROVIDED, HOWEVER, that the Recipient may disclose Confidential Information to\nattorneys, accountants, architects, engineers, consultants and\/or financial\nadvisers of Recipient that: (a) for purposes of the Evaluation, need to know the\nspecific Confidential Information so disclosed in \n\n                                      J-1\n\n\n\norder to assist in the Evaluation; and (b) have executed and delivered to Seller\nan agreement in a form such as this.\n\n          \"CONFIDENTIAL INFORMATION\" shall consist of any information, whether\nwritten (including information that is stored on machine-readable media) or\noral, regarding the Property, the operation thereof and assets related thereto,\nthat previously has not been publicly released by a duly authorized\nrepresentative of Seller; including but not limited to proprietary information,\nany summary of information provided by Seller, leases, rent roll, operating\nstatements, plans and specifications, engineering reports, Phase I report,\nsurvey of the Property, asbestos reports, permits, licenses, and contracts\naffecting the Property, or any information relating to the environmental\ncondition of the Property or compliance by the buildings thereon with ADA, or\nany market analyses or lease proposals prepared by the property manager or\nothers on behalf of Seller.\n\n          3.        NON-DISCLOSURE OF NEGOTIATIONS. That the fact that Seller\nand Recipient or the principal to which it reports have entered into\nnegotiations with respect to a potential purchase and sale of the Property and\nthat Confidential Information has been provided to the Recipient shall also be\nkept strictly confidential by the Recipient and shall be deemed to be\n\"CONFIDENTIAL INFORMATION\" for purposes of this Agreement.\n\n          4.        MAINTENANCE OF RECORDS. Recipient will maintain a record of\nthe specific individuals to whom Confidential Information has been provided\n(each, an \"INFORMED INDIVIDUAL\") and will be responsible for any breach of any\nof the agreements contained herein by any Informed Individual. No Informed\nIndividual shall disclose to any other person the fact that the Confidential\nInformation has been made available to such Informed Individual.\n\n          5.        DISCLOSURE REQUIRED BY LAW. If disclosure of Confidential\nInformation is compelled by deposition, interrogatory, subpoena, civil\ninvestigative demand or similar legal process, Recipient shall give prompt\nnotice to Seller so that Seller may seek an appropriate protective order and\/or\ntake any other action. In the event that a protective order is not obtained, or\nthat Seller waives compliance with the agreements contained herein, Recipient:\n(a) may disclose to the tribunal or other person the specific Confidential\nInformation or other information that, in the written opinion of counsel for\nRecipient (a copy of which shall be promptly delivered to Seller), Recipient or\nan Informed Individual is legally required to disclose; and (b) shall exercise\nbest efforts to obtain assurance that confidential treatment will be accorded to\nany such disclosed Confidential Information.\n\n          6.        RETURN OF CONFIDENTIAL INFORMATION. Immediately upon the\nrequest by Seller, Recipient shall: (a) deliver to Seller all copies of any\nConfidential Information, including all copies of Confidential Information\ndelivered to, reproduced or discovered by the Recipient or an Informed\nIndividual; (b) deliver to Seller or destroy all notes, reports, analyses and\nother records that include, incorporate or are based on any of the Confidential\nInformation (collectively, \"CONFIDENTIAL NOTES\"); and (c) certify to Seller in\nwriting that all copies of Confidential Information and Confidential Notes have\nbeen delivered to Seller or destroyed. Any copy of Confidential Information that\nis not in a physical form shall continue to be subject to the agreements set\nforth herein.\n\n                                      J-2\n\n\n\n          7.        NO REPRESENTATION OR WARRANTY. Neither Seller, nor its\nagents or employees makes any representation or warranty as to the accuracy or\ncompleteness of the Confidential Information and shall have no liability to\nRecipient or any Informed Individual relating to or resulting from the use of\nthe Confidential Information, or any errors therein or omissions therefrom.\n\n          8.        MONEY DAMAGES INADEQUATE REMEDY. Recipient acknowledges that\nit would be difficult to measure damage to Seller from any breach of any of the\nagreements contained herein, that injury to Seller from any such breach would be\ndifficult to calculate, and that money damages therefore would be an inadequate\nremedy for any such breach. Accordingly, if Recipient or any Informed Individual\nbreaches any of the agreements herein, Seller shall be entitled, in addition to\nany other remedies it may have, to equitable relief, including injunctions,\nspecific performance or other appropriate orders to restrain any such breach,\nwithout showing or proving any actual damage sustained.\n\n          9.        GENERAL.\n\n                    9.1 SEVERABILITY. If any agreement set forth herein, or any\nword, phrase, clause or sentence or the application thereof to any person or\ncircumstance shall be invalid or unenforceable to any extent, such agreement,\nword, phrase, clause or sentence shall be modified or deleted in such a manner\nso as to make the agreement valid and enforceable under applicable laws, if\npossible, and the application of such provision to other persons or\ncircumstances and the remainder of the agreements set forth herein shall not be\naffected and shall be enforced to the greatest extent permitted by law.\n\n                    9.2 SUCCESSORS AND ASSIGNS. The agreements set forth herein\nshall be binding upon the Recipient and its affiliates, successors and assigns\nand shall inure to the benefit of Seller and its affiliates, successors and\nassigns.\n\n                    9.3 INTERPRETATION. As used herein where required by the\ncontext, the singular shall include the plural, and the plural shall include the\nsingular.\n\n                    9.4 ENTIRE AGREEMENT. The agreements herein represent the\nentire agreement between Recipient and Seller with respect to the subject matter\nhereof, superseding all previous oral or written communications, representations\nor agreements, if any. Any modifications to the agreements set forth herein must\nbe made in writing and executed by a duly authorized officer of Seller.\n\n                    9.5 ATTORNEYS' FEES. In the event of any litigation between\nthe parties, the prevailing party shall be entitled to recover its attorneys'\nfees and costs as part of the judgment.\n\n                    9.6 WAIVER. No failure or delay by Seller in exercising any\nright, power or privilege hereunder shall operate as a waiver thereof, nor shall\nany single or partial exercise thereof or the exercise of any other right, power\nor privilege hereunder so operate as a waiver.\n\n                    9.7 CAPTIONS. Titles or captions herein are inserted only as\na matter of convenience and for reference, and in no way define, limit, extend\nor describe the scope of the agreements herein or the intent of any provision\nhereof.\n\n                                      J-3\n\n\n\n                    9.8 SURVIVAL. The foregoing commitments shall survive any\ntermination of the discussions between Seller and Recipient or any transaction\nbetween Seller and Recipient.\n\n          10.       GOVERNING LAW. The agreements set forth herein shall be\ngoverned by the laws of the State of California, which state shall have\njurisdiction of the subject matter hereof and over Recipient and Seller.\n\n                                                   Very truly yours,\n\n                                                   3Com Corporation,\n                                                   a Delaware Corporation\n\n                                                   By:________________________ \n                                                   Name:______________________\n                                                   Title:_____________________\n\nAccepted and Agreed, as of\nMay __, 2000\n\nPALM, INC.\na Delaware corporation\n\nBy:_____________________________              \nName:___________________________\nTitle:__________________________\n\nBy:_____________________________\nName:___________________________\nTitle:__________________________\n\n                                      J-4\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6537,8451],"corporate_contracts_industries":[9508,9509],"corporate_contracts_types":[9583,9579],"class_list":["post-41922","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-3com-corp","corporate_contracts_companies-palm-inc","corporate_contracts_industries-technology__hardware","corporate_contracts_industries-technology__networking","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\/41922","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=41922"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41922"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41922"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41922"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}