Exhibit 10.13


 


EXECUTIVE SUITE RENTAL AGREEMENT


 


JET CENTER PROPERTY SERVICES, LLC


1250 Aviation Avenue


San Jose, CA 95110


 


1.             PARTIES. 
This Executive Suite Rental Agreement (“Rental Agreement”), by and
between JET CENTER PROPERTY SERVICES, LLC,
a limited liability corporation (“Landlord”) and MathStar, Inc., (“Tenant”).  This Rental Agreement is dated for reference
purposes only, June 16, 2005.


 


2.             PREMISES. 
Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord
those certain office space consisting of approximately 172 usable square feet
and approximately 193 rentable square feet and designated as Executive Suite # 200R (the “Premises”)
and shown on attached Exhibit ”A”. 
The Premises is situated on the second floor of Building B (the “Building”),
of the San Jose Jet Center located at 1250 Aviation Avenue, San Jose, CA 95110
(the “Jet Center”).  In addition to the
services and facilities listed on attached Exhibit ”B”, Tenant will have
the non-exclusive right in common with Landlord, other tenants of the Jet
Center and invitees of both, to use the Building lobbies, common hallways,
stairways, restrooms, elevator, parking areas, and other commonly understood to
be public or common areas, subject to Landlord’s Rules and Regulations.


 


3.             TERM. 
The term of this Agreement shall be for one year, commencing on July 16, 2005 (“Commencement Date”)
and terminating on June 30, 2006. 
Thereafter, the lease will continue on a month-to-month basis unless and
until terminated as provided herein. 
Once the month-to-month lease term is initiated, either party may
terminate this Agreement at any time by giving written notice of termination as
follows (the “Term”):


 


(a)           Except as
provided in paragraph 3 above, upon thirty (30) days prior written notice delivered
to the other party, either party may terminate this Agreement with or without
cause (the “Termination Notice”).  The
termination of this Agreement following service of the Termination Notice shall
be effective as of 5:00 p.m., on the thirtieth (30th) day following the
date of delivery to the other party (the “Expiration Date”) unless sooner
terminated pursuant to any other provision herein.


 


4.             POSSESSION. 
If Landlord, for any reason whatsoever, cannot deliver possession of the
Premises at the commencement of the Term hereof, this Rental Agreement shall
not be void or void able, not shall Landlord be liable to Tenant for any loss
or damage resulting there from, excepting that Tenant shall not be called upon
to pay rent for the period between the commencement of said Term and the time
when Landlord delivers possession of the Premises.


 


5.             RENT. 
Tenant shall pay to Landlord monthly rent for the Premises, without
notice, demand, deduction or set-off, in the amount of five hundred and thirty-one dollars and no
cents ($531.00) on or before the
first day of each and every calendar month of the Term.  Tenant shall pay to Landlord upon occupancy
of the premises the first and last installment of monthly rent in 


 





















 


the total amount of one thousand and
sixty-two dollars, ($1,062.00).  If the Commencement Date is not the first day
of a month or the termination date is not the last day of a month, the rent
payable hereunder shall be prorated on a daily basis at the then current rate
for the fractional month during which the Term commences and/or terminates and
the rent payable for such partial month or months shall be payable on the first
day of the first full calendar month of the Term or the first day of the last
full calendar month immediately preceding the last partial calendar month of
the Term, as the case may be.  Said rent
and other payments due hereunder shall be paid to Landlord in lawful money of
the United States of America at the administrative offices of the San Jose Jet
Center, or to such other person or at such other place as Landlord may from
time to time designate in writing.  All
monies (other than monthly rent) required to be paid by Tenant under this
Rental Agreement shall be deemed “Additional Rent” and rights and remedies
arising in connection with the collection of monthly rent shall apply to
Additional Rent.  The term “rent(s)”
whenever used in this Rental Agreement refers to monthly rent and Additional
Rent.


 


6.             SECURITY DEPOSIT.  In addition to first and last’s month rent,
Tenant has deposited with Landlord the sum of five
hundred and thirty-one dollars and no cents ($531.00) to secure the faithful
performance by Tenant of all of the terms, covenants and conditions of this
Rental Agreement by Tenant to be kept and performed during the Term hereof.  If Tenant fails to pay rent or any other sums
to be paid by Tenant to Landlord, or if Tenant shall default in or breach any
of the other terms, covenants or conditions of this Rental Agreement, Landlord
may, at its option, apply all or any portion of said deposit to any rent or
other sum due and unpaid by Tenant to Landlord, to cure any default or breach
of Tenant under the terms of this Rental Agreement, to reimburse Landlord for
any costs incurred in connection with any such default or breach, or compensate
Landlord for any damage, liability, or expenses, suffered by Landlord as a
result of such default or breach including, but not limited to, any attorney’s
fees and other costs incurred by Landlord in connection with such default or
breach.  If Landlord so applies any of
the said deposit, then Tenant shall, upon written demand of Landlord,
immediately remit to Landlord a sufficient amount in cash to restore said
security deposit to its full amount, and Tenant’s failure to do so shall
constitute a material breach of this Rental Agreement.  Should Tenant comply with all of the terms,
covenants and conditions of this Lease and promptly pay all rent provided for
as it falls due and all other sums payable by Tenant to Landlord hereunder, any
unused portion of said security deposit shall be returned to Tenant following
the expiration of the Term of this Rental Agreement.


 


7.             USE. 
The Premises shall be used and occupied by Tenant for general office
purposes and for no other purpose without the prior written consent of
Landlord.  Tenant shall not do or permit
to be done in or about the Premises that may cause any increase in insurance
premiums or cause the cancellation of any insurance policy.  Tenant shall not use the Premises for any
purposes that will in any way violate or conflict with any law, statute,
ordinance or governmental rule or regulation.  Tenant shall not in any way obstruct or
interfere with the rights of or quiet enjoyment by other tenants or occupants
of the Building or any appurtenant areas.  Tenant shall not use, store, dispose of,
transport, or handle any hazardous materials, or toxic substances in, on or
about the Premises, the Building or the San Jose Jet Center.


 


8.             ALTERATIONS.  Tenant shall not make or cause to be made any
alterations, modifications, or changes to the Premises or construct any
improvements to or within the Premises, including without limitation,
carpeting, shelving, painting, fixed partitions, telephone, 


 


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data, modem, or facsimile lines (collectively, “Alterations”), without
Landlord’s prior written approval, and then not until Landlord shall have fist
approved, in writing, the plans and specifications therefore, which approval
shall not be unreasonably withheld.  All
Alterations shall be installed by licensed contractors approved in advance by
Landlord in compliance with all laws, rules, regulations, permits and approvals
pertaining to such Alteration.


 


9.             LANDLORD’S OBLIGATION.  In addition to the services and facilities
listed on Exhibit ”B”, Landlord agrees to furnish to the Premises during
normal working hours heating and air conditioning as well as provide clean
restrooms for Tenant’s use.  All such
services and facilities are provided without warranty of any sort whatsoever
and Landlord shall not be liable for failure to supply any services or
facilities for any cause beyond Landlord’s control, or which in Landlord’s
reasonable judgment require suspension. 
For purposes of this Rental Agreement, “normal working hours” shall mean
Monday through Friday 8:00 AM to 5:00 PM.


 


10.           INSURANCE. 
Tenant assumes the risk, shall be responsible for, and hereby relieves
Landlord from all liability for damage to any of Tenant’s fixtures, goods,
inventory, furniture, and equipment, or any injury, death, damage, or loss to
any person or property which occurs in, on, or about the Premises or in any
other part of the Building, and which is caused by Tenant or Tenant’s Agents or
invitees.  Tenant further releases
Landlord from all liability arising in connection with damage to or loss of any
property of Tenant or any third party, which may result from water leakage into
the Premises, or from any other cause even if resulting from the negligence of
Landlord or its Agents.  Landlord shall
not be liable for injury to Tenant’s business or any loss of income there from
relative to any such damage or injury or arising in connection with any
renovations or modifications to the Building or the Jet Center and all areas
appurtenant thereto.  Tenant shall, at
its own expense, procure and continue to force at all times during the term of
this Rental Agreement, comprehensive public liability insurance, insuring
Landlord, Tenant and the City of San Jose against any liability arising out of
the ownership, use, occupancy, maintenance, or operation of the Premises and
all areas appurtenant thereto.  A minimum of $2,000,000.00 general liability coverage
and $300,000.00 automobile coverage with thirty (30) days written notice of
cancellation or modification shall be required.  The policies of liability insurance required
to be carried by Tenant pursuant to this Section or actually carried by
Tenant with respect to the Premises: (i) shall name Landlord and the City
and their respective principals, officers, servants, agents, contractors,
directors and employees, and such others as may be designated by Landlord from
time to time, as additional insureds; (2) shall be primary insurance
providing that the insurer shall be liable for the full amount of the loss, up to
and including the total amount of liability set forth in the declaration of
coverage, without the right of contribution from or prior payment by any other
insurance coverage of Landlord; (iii) shall be in a form satisfactory to
Landlord; (iv) shall be carried with companies reasonably acceptable to
Landlord; (v) shall provide that any and each such policy shall not be
subject to cancellation, lapse or change except after at least thirty (30)
days prior written notice to Landlord, and (vi) shall contain a so-called “severability”
or “cross liability” endorsement.  Prior
to occupancy of the Premises, Tenant shall deliver to Landlord a copy of such
policy or a Evidence of Insurance of the insurer certifying in a form
satisfactory to Landlord that a policy has been issued, premium paid, providing
the coverages and/or limits of liability required by this Section and
containing the provisions specified herein. 
With respect to each renewal or replacement of any such insurance,
policy or policies, the requirements of this Section must be complied with
not less than thirty (30) days prior to the expiration or cancellation of each
policy 


 


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being renewed or replaced.  If
Landlord reasonably determines at any time that the amount of coverage and/or
limits of liability set forth in this Section is not adequate, then Tenant
shall increase the amount of such coverages and/or limits of liability for such
insurance to such greater amount, as Landlord deems adequate.


 


11.           MAINTENANCE, REPAIRS AND SURRENDER OF PREMISES.  By taking possession of the Premises, Tenant
shall be deemed to have accepted the Premises as being in good, sanitary order,
condition, and repair and upon expiration or earlier termination of this Rental
Agreement, Tenant shall surrender the Premises in the same condition received,
ordinary wear and tear alone excepted. 
Tenant shall maintain in a first class condition and repair as necessary
the interior of the Premises.  Tenant
shall not damage or deface the interior surfaces of the Premises, including
without limitation, the ceilings, walls, floors, doors or windows or window
coverings.  Tenant shall provide, at its
expense, and use during the entire Term of this Rental Agreement, hard plastic
carpet protectors under each chair having castors or wheels at all desks,
workstations and tables.  Any wear to the
carpeting as a result of the failure to use such carpet protectors shall be
considered excessive wear and tear, Landlord may, at its option, require Tenant
to repair such damage or arrange to have such damage repaired, in which event
Tenant shall immediately reimburse Landlord for the cost of such repairs.  Landlord shall maintain in good order and
condition the Premises and the Building, unless such maintenance and repairs
are necessary as the results of the acts or omissions of Tenant, or Tenant’s
Agents or guests or invitees, in which case Tenant shall pay to Landlord the
reasonable cost of such maintenance or repairs. 
Normal wear and tear, for the purposes of this Rental Agreement, shall
be construed to mean wear and tear caused to the Premises by a natural aging
process, which occurs in spite of prudent application of the best standards of
maintenance and repair practices.  It is
not intended, not shall it be construed, to include items of neglected or
deferred maintenance which would have or should have been attended to during
the Term of this Rental Agreement if the best standards had been applied to
properly maintain and keep the Premises at all times in good condition and
repair.


 


12.           INDEMNIFICATION.  Tenant shall indemnify, defend and hold
harmless Landlord and its employees, agents, contractors, and representatives
(collectively “Landlord’s Agents”) from and against any and all claims,
demands, damages judgments, costs, expenses and fees including attorneys’ fees
and costs of court, alleged or otherwise, arising in connection with or
resulting, either directly or indirectly, from any actual or alleged use of the
Premises by Tenant or its employees, agents, contractors and representatives
(collectively “Tenant’s Agents”) or Tenant’s guests and invitees, or from the
conduct of Tenant’s business or from any activity, work or thing done,
permitted or suffered by Tenant or Tenant’s Agents in, on, or about the
Premises or elsewhere and shall further indemnify, defend, and hold harmless
Landlord and Landlord’s Agents from and against any and all claims, demands,
damages, judgments, costs, expenses and fees, including attorneys’ fees and
court and other defense costs, alleged or otherwise, arising in connection with
or resulting, whether directly or indirectly, from any actual or alleged breach
or default in the performance of any obligation on Tenant’s part to be
performed under the terms of this Rental Agreement, or the negligent acts or
omissions or willful misconduct of Tenant, or any of Tenant’s Agents.  Tenant shall defend Landlord with counsel of
Landlord’s choice in connection with any of the foregoing.


 


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13.           ASSIGNMENTS AND SUBLETTING.  Tenant shall not assign, transfer, mortgage,
pledge, hypothecate or encumber this Rental Agreement or any interest therein,
and shall not sublet the Premises or any part thereof without prior written
consent of Landlord.


 


14.           ENTRY BY LANDLORD.  Landlord shall at any and all times have the
right to enter the premises to inspect the same, to supply janitorial services,
to make repairs or provide any other services required by Landlord to be
performed hereunder, or to show the premises to other prospective tenants,
lenders, or purchasers.


 


15.           TELEPHONE SERVICE.  Tenant shall make arrangements with Pacific
Bell Telephone or the current telephone service provider, for installation of
any telephone, facsimile or Internet connections.  Tenant shall utilize Landlord’s existing
internal telephone system.  The telephone
company shall bill all monthly telephone, facsimile or Internet charges
directly to Tenant.  Any and all
additional phone services, including programming, installations, and purchasing
shall be provided by a Landlord approved vendor and at the sole cost of the
Tenant.  Tenant shall pay all initial
phone installation costs directly to Landlord approved vendor.  Should
Tenant utilize Landlord’s PBX, a one-time set-up fee of Two Hundred Fifty
Dollars ($250) for connection of one telephone line and $0.35 per rentable
square foot will be added to the monthly rent for the use off the San Jose Jet
Center PBX equipment and Receptionist Phone Answering Service during the Term.  Set-up fee shall be paid by Tenant prior to
occupancy.  The cost for any
additional telephone, facsimile, ISDN, or other equipment and/or connections
shall be billed by Landlord to Tenant and due within thirty (30) days following
receipt thereof.  Landlord shall make
arrangements for connection to its PBX equipment.


 


16.           ADVERTISING/SIGNAGE.  Tenant shall not use the name “San Jose Jet
Center” in any of its advertising or on its letterhead, business cards or other
stationary without the express written approval of Landlord.  Tenant shall not place any sign or object on
the exterior surfaces of the Premises or in a position allowing such sign or
object to be seen from the exterior of the Premises.  Should Tenant so choose, Signage identifying
the Premises in the Executive Suite directories and at Premises (suite
door) shall be installed as soon as reasonably practical following the
Commencement Date by Landlord.  A signage fee of One Hundred Fifty Dollars ($150.00)
shall be paid by Tenant to Landlord prior to such installation.  An additional One Hundred Fifty Dollars ($150.00) shall be charged for each and every
change of name requiring a change in the signage.


 


17.           NOTICES. 
Any notice required or permitted to be given hereunder must be in
writing and may be given by personal delivery, or United States mail, or
private courier service, and if given by mail or private courier service shall
be deemed sufficiently given when sent by registered or certified mail, first
class postage prepaid, addressed to Tenant at the Premises, or to Landlord at
1250 Aviation Avenue, San Jose, CA 95110 Attn: Real Estate Manager or such
other address as Landlord may designate from time to time.  Notice given by U.S. mail or courier service
shall be deemed received upon the earlier of: (i) actual date of receipt: (ii) the
date shown upon the return receipt; or (iii) forty-eight hours after
deposit in the U.S. mail when mailed in the manner set forth in this
Section.  The parties agree that the
Premises address shall be deemed to be Tenant’s primary residence under, and
any notice required pursuant to, California Civil Code Section 1946 or
California Code of Civil Procedure Section 1161 and 1161(a) may be
served in 


 


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the foregoing manner, and if so served, shall constitute proper service
of process under said statutory provision.


 


18.           DEFAULT
AND REMEDIES


 


18.1         EVENTS OF TENANT’S DEFAULT:  Tenant shall be in default of its
obligations under this Rental Agreement upon the occurrence of any of the
following events:


 


A.            Tenant
shall have failed to pay monthly rent or any Additional Rent when due including
required late fees as defined in Section 19.8 within ten (10) days
following the date of written notice from Landlord; or


 


B.            Tenant
shall have failed to fully perform one or more of its obligations under or
breached any of the terms, covenants or conditions of this Rental Agreement
(except the payment of monthly rent or Additional Rent) within ten (10) days
following the date of written notice from Landlord to Tenant specifying the
nature of such failure and requesting Tenant to perform the same; or


 


C.            Tenant
shall have sublet all or any portion of the premises or assigned or encumbered
all or any portion of its interest in this Rental Agreement in violation of the
provisions contained in Section 13, whether voluntary, involuntary, or by
operation of Law; or


 


D.            Tenant
shall violate or breach any of the terms, covenants or conditions of this
Rental Agreement and has abandoned the Premises as defined by California Civil
Code 1951.2; or


 


E.             Tenant
shall have availed itself of the protection of any debtor’s relief law,
bankruptcy law, moratorium law or other similar laws.


 


18.2         LANDLORD’S REMEDIES: 
In the event of any default by Tenant, and without limiting
Landlord’s right to indemnification as provided in this Rental Agreement,
Landlord, at its election, shall have the following remedies, in addition to
all other rights and remedies provided in this Rental Agreement, by law, or in
equity, to which Landlord may resort cumulatively, or in the alternative:


 


A.            Keep this
Rental Agreement in effect and enforce, by an action at law or in equity, all
of its rights and remedies under this Rental Agreement including, without
limitation, (i) the right to recover the rent and other sums as they
become due by appropriate legal action, (ii) the right to make payments
required of Tenant or perform Tenant’s obligations and be reimbursed by Tenant
for the cost thereof with interest at the then maximum rate of interest not
prohibited by law from the date the sum is paid by Landlord until Landlord is
reimbursed by Tenant, and (iii) the remedies of injunctive relief and
specific performances to prevent Tenant from violating the terms of this Rental
Agreement and/or to compel Tenant to perform its obligations under this Rental
Agreement, as the case may be.


 


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B.            Terminate
this Rental Agreement by giving Tenant written notice of termination, in which
event this Rental Agreement shall terminate on the date set forth for
termination in such notice.  If Landlord
has given any written notice pursuant to Section 19.2 above, then Landlord
shall not be required to give Tenant any additional notice terminating the
Rental Agreement.  Any termination under
this subparagraph shall not relieve Tenant from its obligation to pay to
Landlord all monthly rent and Additional Rent then or thereafter due, or any
other sums due or thereafter accruing to Landlord, or from any claim against Tenant
for damages previously accrued or the or thereafter accruing.  In no event shall (i) any action of
whatever nature or kind, by Landlord or on its behalf, or (ii) an
abandonment of the Premises by Tenant, in the absence of a specific written
election by Landlord to terminate this Rental Agreement, constitute a
termination of this Rental Agreement.  If
Landlord does not terminate this Rental Agreement by giving written notice of
termination, Landlord may enforce all of its rights and remedies under this
Rental Agreement, including the right to recover rent as it becomes due under
this Rental Agreement as provided in California Civil Code, Section 1951.4,
as in effect on the Rental Agreement Commencement Date.


 


C.            In the
event Landlord terminates this Rental Agreement, Landlord shall be entitled, at
Landlord’s election, to recover from Tenant damages in an amount as set forth
in California Civil Code, Section 1951.2, as in effect on the Rental
Agreement Commencement Date.  For
purposes of computing damages pursuant to said Section 1951.2, an interest
rate equal to the maximum rate of interest then not prohibited by law shall be
used where permitted.  Such damages shall
include, without limitation:


 


(1)           The worth
at the time of award of the unpaid rents, which has been earned at the time of
termination;


 


(2)           The worth
at the time of award of the amount of the amount by which the rent which would
have been earned after termination until the time of award exceeds the amount
of such rental loss that Tenant proves could be reasonably avoided; and


 


(3)           The worth
at the time of award (computed by discounting at the discount rate of the
Federal Reserve Bank of San Francisco at the time of award plus one percent) of
the amount by which the rents for the balance of the Term after the time of
award exceed the amount of such rental loss that Tenant proves could have been
reasonably avoided; and


 


(4)           Any other
amount necessary to compensate Landlord for all detriment proximately caused by
Tenant’s failure to perform Tenant’s obligations under this Rental Agreement,
or which in the ordinary course of things would be likely to result there from.


 


The “worth at the time of award” of the amounts
referred to in subparagraphs (1) and (2) of this Section is
computed by allowing interest at an annual rate equal to the greater of twelve 


 


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percent (12%) or five percent (5%) plus the rate established by the
Federal Reserve Bank of San Francisco, as of the twenty-fifth (25th) day of the
month immediately preceding the default by Tenant, on advances to member banks
under Section 13 and 13(a) of the Federal Reserve Act, as now in
effect or hereafter from time to time amended, not to exceed the maximum rate
allowable by law.


 


18.3         RIGHT TO SURE DEFAULTS.  If Tenant fails to cure a default described
under this Section, Landlord may, in addition to all other rights and remedies
under this Rental Agreement, at law or in equity, cure such default and demand
reimbursement by Tenant of the cost actually incurred by Landlord in curing
such default, with interest thereon from the date such cost is incurred until
the date of payment.


 


18.4         TENANT’S WAIVER.  Landlord and Tenant agree that the provisions
set forth in this Rental Agreement are intended to supersede and replace the
provisions of California Civil Code, Sections 1932(1), 1933(4), 1941 and 1942,
and accordingly, Tenant hereby waives the provisions of Sections 1932(1), 1941
and 1942 of the California Civil Code and/or any similar or successor law
regarding Tenant’s right to terminate this Rental Agreement or to make repairs
and deduct the expenses of such repairs from the rent due under this Rental
Agreement.  Tenant hereby waives any
right of redemption or relief from forfeiture under the laws of the State of
California, or under any other present or future law of a similar nature,
including without limitation, California Code of Civil Procedure Section 1179,
in the event Tenant is evicted or Landlord takes possession of the Premises by
reason of any default by Tenant.


 


19.           GENERAL
PROVISIONS.


 


19.1         ESTOPPEL CERTIFICATES.  Tenant will, following any request by
Landlord, promptly execute and deliver to Landlord an estoppel certificate (i) certifying
that this Rental Agreement is unmodified and in full force and effect, or, if
modified, stating the nature of such modification and certifying that this
Rental Agreement, as so modified, is in full force and effect, (ii) stating
the date to which the rent and other charges are paid in advance, if any, (iii) acknowledging
that there are not, to Tenant’s knowledge, any uncured defaults on the part of
Landlord hereunder, or specifying such defaults if any are claimed, and (iv) certifying
such other information about this Rental Agreement as may be reasonably
requested by Landlord.  Tenant’s failure
to execute and deliver such estoppel certificate within ten (10) days
after Landlord’s request therefore shall be a material default by Tenant under
this Rental Agreement.  If Tenant fails
to deliver an estoppel certificate within the prescribed time, it shall be
deemed that this Rental Agreement is in full force and effect, that no rent
other sums have been paid in advance, and that there are no uncured defaults on
the part of Landlord under this Rental Agreement.


 


19.2         RELOCATION OF TENANT.  Landlord, following thirty (30) days notice,
may require Tenant to move from the Premises to another location of comparable
size in the Building in order to permit Landlord to consolidate the Premises
with other space leased or proposed to be leased by another existing or
prospective tenant in the Building.  In
the event of such relocation notice, if there is less than six (6) months
remaining in the Rental Agreement Term as of the effective date of the
relocation then Tenant shall have the right to terminate the Rental Agreement
effective on the date of the proposed relocation by providing notice to
landlord within fifteen (15) days following the date of Landlord’s notice.  The failure of Tenant 


 


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to deliver its notice of termination within the time and manner set
forth herein shall be deemed a waiver by Tenant of its right to terminate this
Rental Agreement.  In the event of such
relocation: (a) Tenant shall pack its personal property in moving boxes
and Landlord, at its cost, shall move Tenant’s empty furniture and equipment
and the boxed personal property and, if necessary, shall pay to have Landlord’s
internal phone system reprogrammed, and (b) Landlord and Tenant shall execute
and amendment to this Rental Agreement identifying the relocated premises as
the Premises under the terms of this Rental Agreement.


 


19.3         AUTHORITY. 
The undersigned parties hereby represent and warrant that they have the
proper authority and power to execute this Rental Agreement on behalf of
Landlord and Tenant, respectively.  Each
individual executing this Rental Agreement on behalf of Tenant represents and
warrants that Tenant is validly formed and duly authorized and existing, and
that Tenant is qualified to do business in the State of California.


 


19.4         LANGUAGE CONSTRUCTION.  The term “party” shall mean Landlord or
Tenant as the context implies.  If Tenant
consists of more than one person or entity, then all members of Tenant shall be
jointly and severally liable hereunder. 
This Rental Agreement shall be construed and enforced in accordance with
the Laws of the State of California.  The
language in all parts of this Rental Agreement shall in all cases be construed
as a whole according to its fair meaning, and not strictly for or against
either Landlord or Tenant, regardless of the drafting party.  The captions used in this Rental Agreement
are for convenience only and shall no be considered in the construction or
interpretation of any provision hereof. 
When the context of this Rental Agreement requires, the neuter gender
includes the masculine, the feminine, a partnership or corporation or joint
venture, and the singular includes the plural. 
The terms “must”, “shall”, “will” and “agree” are mandatory.  The term “may” is permissive.  When a party is required to do something by
this Rental Agreement, it shall do so at its sole cost and expense without
right of reimbursement from the other party unless specific provision is made
therefore.  Where Tenant is obligated not
to perform any act or is not permitted to perform any act, Tenant is also
obligated to restrain any others reasonably within its control, including
employees, agents, invitees, contractors, subcontractors, and the like, from
performing said act.  Landlord shall not
become or be deemed a partner or a joint venturer with Tenant by reason of any
of the provision of this Rental Agreement. 
Time is of the essence with respect to the performance of each and every
provision of this Rental Agreement in which time of performance is a
factor.  Any copy of this Rental
Agreement, which is executed by the parties herein referenced, shall be deemed
an original for all purposes.  This
Rental Agreement shall, subject to the provisions regarding assignment, apply
to and bind the respective heirs, successors, executors, administrators and
assigns of Landlord and Tenant.  This
Rental Agreement is and shall be considered to be the only agreement between
the parties hereto.  All negotiations and
oral agreements are included herein.  No
amendment or other modification of this Rental Agreement shall be effective
unless it is in writing and signed by both Landlord and Tenant.  If any term, covenant or condition of this
Rental Agreement shall be held by a court of competent jurisdiction to be
invalid, void or unenforceable, the remainder of the terms, covenants or
conditions shall remain in full force and effect.


 


19.5         GOVERNMENTAL COMPLIANCE.  Tenant shall comply with all laws, rules and
regulations of any governmental agency having jurisdiction over the
Premises.  Landlord shall have the right
to voluntarily cooperate with the efforts of governmental agencies and/or 


 


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utility suppliers in reducing energy or other resource consumption
within the Project.  Tenant shall not be
entitled to terminate this Rental Agreement or to any reduction in or abatement
of rent by reason of such compliance or cooperation.  Tenant agrees at all times to cooperate fully
with Landlord and to abide by all rules, regulations, restrictions, and/or
recommendation established by Landlord arising in connection therewith.


 


19.6         DAMAGE AND DESTRUCTION.  In the event the Premises or the Building is
damaged as a result of the negligent acts or omission of Tenant or Tenant’s
Agents or invitees Tenant shall reimburse Landlord for all repair costs.  The foregoing notwithstanding, if the
Premises or the Building is substantially damaged, Landlord shall have the
right to terminate this Rental Agreement by delivering to Tenant a written
notice of election to terminate within thirty (30) days after the date of
such damage or destruction:


 


19.7         RULES AND REGULATIONS.  Tenant agrees to abide by any and all rules,
policies and regulations established by Landlord, and all modifications or
amendments thereto including without limitation, those set forth in the
attached Exhibit D and E and incorporated herein by this reference in
order to properly regulate services, use, occupancy, operation, safety and the
general image of the San Jose Jet Center. 
A violation by Agreement Landlord shall not be responsible or liable to
Tenant for the violation of such rules and regulations by any other tenant
of the Building.


 


19.8         LATE CHARGE.  If Tenant does not pay any sum payable by
Tenant to Landlord within ten (10) days after such sum becomes due and
payable, Tenant shall pay to Landlord included with such late payment a late
charge equal to ten (10%) percent of the amount due.  Any installment of rent or any other sums due
from annual rate of twelve percent (12%) but in no event greater than the
amount permitted by law.  The accrual
and/or acceptance of any late charge or interest shall not constitute a waiver
of Tenant’s default with respect to any overdue amount, not prevent Landlord
from exercising any of Landlord’s other rights or remedies.


 


19.9         LANDLORD’S LIABILITY.  Tenant, for itself and its successors and
assigns (to the extent this Rental Agreement is assignable), hereby agrees that
in the event of any actual, or alleged, breach or default by Landlord under
this Rental Agreement that: (A) Tenant’s sole and exclusive remedy against
Landlord shall be against Landlord’s interest in the Building; (B) no
officer, director, or shareholder of Landlord shall be sued or named as a party
in a suit or action (except as necessary to secure jurisdiction of the
corporation); (C) no service of process shall be made against any officer,
director or shareholder (except as may be necessary to secure jurisdiction of
the corporation); (D) no officer, director, or shareholder of Landlord
shall be required to answer or otherwise plead to any service of process; (E) no
judgment will be taken against any officer, director, or shareholder of
Landlord; (F) any judgment taken against any officer, director, or
shareholder of Landlord may be vacated and set aside at any time nunc pro tunc;
(G) no writ of execution will ever be levied against the assets of any
officer, director or shareholder of Landlord; and (H) the covenants and
agreements of Tenant as set forth in this Section shall be enforceable by
Landlord and any officer, director and shareholder of Landlord.


 


19.10       ATTORNEYS’ FEES.  In the event any party shall bring any
action, arbitration proceeding or legal proceeding alleging a breach of any
provision of the Rental Agreement, to recover rent, to terminate this Rental
Agreement, or to enforce, protect, determine or establish 


 


10





















 


any term or covenant of this Rental Agreement or the rights or duties
hereunder of either party, the prevailing party shall be entitled to recover
from the non-prevailing party as such action or proceeding, or in a separate
action for that purpose brought within one year from the determination of such
proceeding, reasonable attorneys’ fees, court costs and other reasonable
expenses incurred by the prevailing party. 
In the event that Landlord shall be required to retain counsel to
enforce any provision of this Rental Agreement, and if Tenant shall thereafter
cure (or desire to cure) such default, Landlord shall be conclusively deemed
the prevailing party and Tenant shall pay to landlord all attorneys’ fees,
expert witness fees, court costs and other reasonable expenses so incurred by
Landlord promptly upon demand.  Landlord
may enforce this provision by either (i) requiring Tenant to pay such fees
and costs as a condition to curing his default or (ii) bringing a separate
action to enforce such payment, it being agreed by and between Landlord and
Tenant that Tenant’s failure to pay such fees and costs upon demand shall
constitute a breach of this Rental Agreement in the same manner as a failure by
Tenant to pay the Base Monthly Rent, giving Landlord the same rights and
remedies as if Tenant failed to pay the Base Monthly Rent.


 


19.11       GROUND LEASE.  Tenant acknowledges that its occupancy of the
Premises is subject to, in addition to this Rental Agreement, the provisions of
a ground lease between the City of San Jose, as landlord, and SJJC Aviation
Services, LLC, as tenant, under which Landlord leases the property upon which
the Premises are situated.  This Rental
Agreement is subordinate to said ground lease and Tenant hereby agrees to
strictly comply with all the terms, covenants and conditions thereunder.  In addition, the parties agree that this
Rental Agreement in its entirety is subject to approval of its form by the City
of San Jose Airport Director.


 


19.12       SECURITY ACCESS AGREEMENT.  Tenant shall execute and deliver to Landlord
prior to the Commencement Date the Security Access Agreement attached to this
Rental Agreement as Exhibit C.


 


IN WITNESS WHEREOF, the parties hereto have executed
this Rental Agreement as of the date set forth below their signatures.


 


	
  LANDLORD:

  	
  TENANT:

  	
   

  
	
   

  	
   

  	
   

  
	
  JET CENTER PROPERTY SERVICES, LLC

  	
  MathStar, Inc.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BY:

  	
  /s/ Daniel P. Ryan

  	
   

  	
  BY:

  	
  /s/ Bryon K Bequette

  	
   

  
	
   

  	
  Mr. Daniel P. Ryan

  	
   

  	
  General Counsel and Secretary

  	
   

  
	
   

  	
  President

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  DATED:

  	
  July 7

  	
  , 2005

  	
  DATED:

  	
  July 6

  	
  , 2005

  
										



 


11





















 


EXHIBIT ”A”


 


 





 


A-1





















 


EXHIBIT ”B”


 


EXECUTIVE SUITES SERVICES


 


	
  SERVICES*

  	
   

  	
  AVAILABILITY**

  	
   

  	
  CHARGES***

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Receptionist Service

  	
   

  	
  8:00am-5:00pm M-F

  	
   

  	
  No Charge

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telephone Answering

  	
   

  	
  8:00am-5:00pm M-F

  	
   

  	
  One-Time Set-up charge $250.00

  
	
  (If connected to PBX System)

  	
   

  	
   

  	
   

  	
  (monthly fee, add $0.35/sq ft)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Conference Rooms

  	
   

  	
  24 Hours

  	
   

  	
  No Charge

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Coffee Service (Prepared)

  	
   

  	
  8:00am-5:00pm M-F

  	
   

  	
  No Charge

  
	
  (Self Service)

  	
   

  	
  24 Hours

  	
   

  	
  “

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Copies (In House)

  	
   

  	
  8:00am-5:00pm, M-Fri.

  	
   

  	
  $0.10/COPY

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Facsimile (Incoming/Outgoing)

  	
   

  	
  24 Hours

  	
   

  	
  $1.00/Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mail (Delivery)

  	
   

  	
  USPS Box (Pick up @ 2pm)

  	
   

  	
  N/A

  
	
  (Postage Meter
  Accounts)

  	
   

  	
  24 Hours

  	
   

  	
  Actual Postage Usage

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Janitorial Service

  	
   

  	
  Sunday - Thursday

  	
   

  	
  No Charge

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Parking

  	
   

  	
  24 Hours

  	
   

  	
  No Charge

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bottle Water Service

  	
   

  	
  24 Hours

  	
   

  	
  No Charge

  



 










*All services are subject to cancellation.


** All times are subject to change following notice from Landlord.


*** All costs are subject to change following notice from Landlord.


 


B-1





















 


EXHIBIT ”C”


 


SAN JOSE JET CENTER SECURITY ACCESS
AGREEMENT


 


Tenant:   MathStar Inc.


Suite Number:   200R


Contact Name:   Steve Williams


Off-site mailing Address:   5900
Green Oak Dr., Minnetonka, MN 55343


Phone Number:   (408) 398-4475


Alternate Phone:


The following names are those persons who have authorized access to the
above referenced suite.


 


	
  1.

  	
   

  	
   

  	
  2.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
   

  	
  4.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
   

  	
  6.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
   

  	
  8.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
   

  	
  10.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
   

  	
  12.

  	
   

  
							



 


This list shall only be updated by: (Print Name or Names):


 


 


 


The undersigned represents and warrants that they have the power and
authority to authorize access to the above referenced suite on behalf of the
above referenced Tenant as set forth in this Security Access Agreement.  Tenant acknowledges that access by person
with keys to the suite or who may enter a suite that has not been locked
otherwise properly secured will not be restricted by Landlord.  The undersigned further releases Landlord
from any and all actual or alleged liability, damage, or injury which may arise
in connection with any access which may be given to any one or more of above
listed persons or any other person (s) with keys or who gain access as a result
of unlocked doors or unsecured offices. 
Tenant further agrees that in the event any one or more of the above
listed persons should no longer be given access to the suite, Tenant shall
immediately notify Landlord of such change by providing Landlord with an
updated Security Access List.


 


	
  Tenant:.

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Signature

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (print name and title)

  	
   

  
	
   

  	
   

  
	
  Signature Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  IN CASE OF EMERGENCY CALL:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AT:

  	
  (     )

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (     )

  	
   

  
								



 


C-1





















 


EXHIBIT ”D”


 


RULES AND REGULATIONS


 


1.             No curtains,
draperies, blinds, shutters, shades, screens or other coverings, hangings or
decorations shall be attached to, hung or placed in, or used in connection with
any window or glass door on the Premises without the prior written consent of
Landlord.  In any event, with the prior
written consent of Landlord, said above items shall be installed inboard of
Landlord’s standard window covering and shall in no way be visible from the
exterior of the Building.  No articles
shall be placed or kept on the windowsills so as to be visible from the
exterior of the Building.


 


2.             Tenant
shall not obstruct any sidewalks, halls, passages, exits, entrances, elevators,
escalators, or stairways of the Project. 
Landlord shall in all cases retain the right to control and prevent
access thereto of all persons whose presence in the judgment of Landlord would
be prejudicial to the safety, character, reputation and/or interest of the
Project and its tenants; provided that nothing herein contained shall be
construed to prevent such access to persons with whom any tenant normally deals
in the ordinary course of its business, unless such persons are engaged in
illegal or unlawful activities or threaten the safety of the Project or its
tenants.  No tenant and no employee or
invitee of any tenant shall go up on the roof of any portion of the Project.


 


3.             Tenant
shall not cause any unnecessary labor by carelessness or indifference to the
good order and cleanliness of the Premises. 
Landlord shall in no event be responsible to Tenant for any loss of
property on the Premises, however occurring, or for any damage done to the
effects of Tenant by the janitor or other employee or any other person.  Janitor service may not be furnished on
nights when rooms are occupied after 9:00 p.m.  Window cleaning shall be done only at regular
and customary times determined by Landlord for such services.


 


4.             Landlord
will furnish Tenant, free of charge, with two keys to each door lock in the
Premises.  Landlord may make a reasonable
charge for any additional keys.  Landlord
shall also furnish Tenant with one U.S. Postal Service mailbox key.  Tenant shall not make or have made additional
keys, and Tenant shall not alter any lock or install new additional locks or
bolts on any door of its Premises. 
Tennant, upon the termination of its tenancy, shall deliver to Landlord
the keys of all doors, which have been furnished to Tenant, and the mailbox
key.  In the event of loss of any door
keys, Tenant shall pay Landlord for the costs of replacement and for the cost
of re-keying the door or doors affected. 
In the event of loss of the mailbox key, a charge of no less than Twenty
Dollars ($20.00) shall be assessed to Tenant for the cost of replacing the
mailbox lock and new keys.


 


5.             No
boring or cutting for telephone, data, modem, facsimile, telegraph lines and
equipment, burglar alarms, electric wires or similar services and equipment
shall be allowed without the prior consent of Landlord and any such wires
permitted shall be introduced at the place and in the manner described by
Landlord.  The location of telephones,
speakers, fire extinguishers and all other office equipment affixed to premises
occupied by tenant shall be subject to the written approval of Landlord.


 


D-1





















 


6.             The
Building elevator shall be available for use by all tenants in the Project,
subject to such reasonable scheduling, as Landlord, in its discretion, shall
deem appropriate.  No equipment,
materials, furniture, packages, supplies, merchandise or other property will be
received in the Project or carried in the elevators except between such hours
as may be designated by Landlord.  Tenant’s
initial move in and subsequent deliveries of bulky items, such as furniture,
safes and similar items shall, unless otherwise agreed in writing by Landlord,
be made during the hours of 6:00 p.m. to 6:00 a.m. or on Saturday or
Sunday.  Deliveries during normal office
hours shall be limited to normal office supplies and other small items.  No deliveries shall be made which impede or
interfere with other tenants or the operation of the Project.  Landlord reserves the right to refuse the
transporting of any materials in the elevator, which may be of a hazardous or
bulky nature, or be beyond the loading capacity or operational capacity of the
elevator.  Tenant shall be liable for any
and all repairs to the elevator due to the improper use or misuse of the
elevator by Tenant, its agents, employees or invitees.


 


7.             Tenant
shall not place a load upon any floor of the Premises, which exceeds the load
per square foot, which such floor was designed to carry and which is allowed by
law.  Landlord shall have the right to
prescribe the weight, size and position of all equipment, materials, furniture
or other property brought into the Project. 
Heavy objects shall, if considered necessary by Landlord, stand on such
platforms as determined by Landlord to be necessary to properly distribute the
weight, which platforms shall be provided at Tenant’s expense.  Business machines and mechanical equipment
belonging to Tenant, which cause noise or vibration that may be transmitted to
the structure of the Building or to any space therein to such a degree as to be
objectionable to Landlord or to any tenants in the Project, shall be placed and
maintained by Tenant, at Tenant’s expense, on vibration eliminators or other
devices sufficient to eliminate noise or vibration.  The persons employed to move such equipment
in or out of the Project must be acceptable to Landlord.  Landlord will not be responsible for loss of,
or damage to, any such equipment or other property from any cause, and all
damage done to the Project by maintaining or moving such equipment or other
property shall be repaired at the expense of Tenant.


 


8.             Tenant
shall not use or keep in the Premises any kerosene, gasoline or inflammable or
combustible fluid or material other than those limited quantities necessary for
the operation or maintenance of office equipment.  Tenant shall not use or permit to be used in
the Premises any foul or noxious gas or substance, or permit or allow the
Premises to be occupied or used in a manner offensive or objectionable to
Landlord or other occupants of the Building by reason of noise, odors or
vibrations, nor shall Tenant bring into or keep in or about the Premises any
birds or animals.


 


9.             Tenant
shall not use any method of heating or air conditioning other than that
supplied by Landlord, including without limitation, any space heater.


 


10.           Tenant
shall not waste electricity, water or air-conditioning and agrees to cooperate
fully with Landlord to assure the most effective operation of the Project’s
heating and air conditioning systems and to comply with any governmental
energy-saving rules, laws or regulations of which Tenant has actual notice, and
shall not adjust thermostatic controls. 
Tenant shall keep corridor doors closed, and shall close window
coverings during the heat of day and at the end of each business day.


 


D-2





















 


11.           Landlord
reserves the right to exclude from the Project any person unless that person is
known to the person or employee in charge of the Building and has a pass or is
properly identified and escorted.  Tenant
shall be responsible for all persons for whom it requests passes or agrees to
escort and shall be liable to Landlord for all acts of such persons.  Landlord shall not be liable for damages for
any error with regard to the admission to or exclusion from the Project of any
person.  Landlord reserves the right to
prevent access to the Project in case of invasion, mob, riot, public excitement
or other commotion by closing the doors, locking the gates, or by other
appropriate action.


 


12.           Tenant
shall entirely shut off all electricity and close and lock the doors of its
Premises before Tenant and its employees leave the Premises.  Tenant shall be responsible for any damage or
injuries sustained by other tenants or occupants of the Project or by Landlord
for noncompliance wit this rule.


 


13.           No cooking
shall be done or permitted on the Premises, except that use by Tenant of
Underwriters’ Laboratory approved equipment for brewing coffee, tea, hot
chocolate and similar beverages or use of microwave ovens for employee use
shall be permitted, provided that such equipment complies with and is used in
accordance with all applicable federal, state, county and city laws, codes,
ordinances, rules and regulations and provided further that Tenant or an
employee of Tenant is present at all times that such equipment and/or microwave
is in use.  Tenant shall be fully liable
for any and all damage or liability arising in connection with or resulting
from violation of the rules.


 


14.           The toilet
rooms, toilets, urinals, wash bowls and other apparatus shall not be used for
any purpose other than that for which they were constructed and no foreign
substance of any kind whatsoever shall be thrown therein.  The expense of any breakage, stoppage, or
damage resulting from the violation of this rule shall be borne by the
tenant who, or whose employees or invitees, shall have caused it.


 


15.           Tenant
shall not sell, or permit the sale at retail of newspapers magazines,
periodicals, theater tickets or any other goods or merchandise to the general
public in or on the Premises.  Tenant
shall not make any room-to-room solicitation of business from other tenants in
the Project.  Tenant shall no use the
Premises for any business or activity other than that specifically provided for
in Tenant’s Lease.


 


16.           Tenant
shall not install any radio or television antenna, satellite dish, loudspeaker
or other devices of whatever nature or kind on the roof or exterior walls of
the buildings within the Project.  Tenant
shall not interfere with radar, radio or television broadcasting or reception
from or in the buildings within the Project or the radio tower adjacent to the
Property or elsewhere.  Tenant shall not
install any burglar alarm, security system, or other similar protection device
without the prior written approval of Landlord.


 


17.           Tenant
shall not mark, drive nails, screw or drill into the partitions, woodwork or
plaster or in any way deface the Premises or any part thereof, except in
accordance with the provisions of the Lease pertaining to alterations.  Landlord reserves the right to direct
electricians as to where and how telephone, modem, data, and/or telegraph wires
are to be introduced to the Premises. 
Tenant shall not cut wires or bore holes.  Tenant shall not affix any floor covering to 


 


D-3





















 


the floor of the Premises in any manner except as approved by
Landlord.  Tenant shall repair any damage
resulting from noncompliance with this rule.


 


18.           Tenant
shall not install, maintain or operate upon the Premises any vending machines
without the written consent of Landlord.


 


19.           Canvassing,
soliciting and distribution of handbills or any other written material, and
peddling within the Project are prohibited, and Tenant shall cooperate to
prevent such activities.


 


20.           Landlord
reserves the right to exclude or expel from the Project any person who, in
Landlord’s judgment, is intoxicated or under the influence of liquor or drugs
or who is in violation of any of the Rules and Regulations of the Project.


 


21.           Tenant
shall store all its trash and garbage within its Premises or in other facilities
provided by Landlord.  Tenant shall not
place in any trash box or receptacle any material that cannot be disposed of in
the ordinary and customary manner of trash and garbage disposal.  Tenant shall be charged accordingly for any
costs incurred in the removal of rubbish or debris not commonly incurred in
normal business activity.  All garbage
and refuse disposal shall be made in accordance with directions issued from
time to time by Landlord.  Excessive use
of the trash containers by Tenant shall be subject to additional charge.


 


22.           The
Premises shall not be used for the storage of merchandise held for sale to the
general public, or for lodging or for manufacturing of any kind, nor shall the
Premises be used for any improper, immoral or objectionable purpose.


 


23.           Tenant
shall not use in the buildings within the Project any hand truck except those
equipped with rubber tires and side guards or such other material-handling
equipment as Landlord may approve. 
Tenant shall not bring any other vehicles of any kind into the buildings
within the Project.


 


24.           Without
the written consent of Landlord, Tenant shall not use Landlord’s name or the
name of the Project in connection with or in promoting or advertising the
business of Tenant except as Tenant’s address.


 


25.           Tenant
shall comply with all safety, fire protection and evacuation procedures, rules and
regulations established by Landlord or any governmental agency.


 


26.           Tenant
assumes any and all responsibility for protecting its Premises and/or its vehicles
from theft, robbery and pilferage, which includes keeping doors locked and
other means of entry to the Premises and vehicles closed.


 


27.           Tenant’s
requirements will be attended to only upon appropriate application to the
Project management office by an authorized individual.  Employees of Landlord shall not perform any
work or do anything outside of their regular duties unless under special
instructions from Landlord.  Any request
for work to be performed by employees of Landlord without first receiving
Landlord’s consent shall be a violation of this rule and a default under
the terms of the Lease.


 


D-4





















 


28.           Landlord
may waive any one or more of these Rules and Regulations for the benefit
of Tenant or any other tenant, but no such waiver by Landlord shall be
construed as a waiver of such Rules and Regulations in favor of Tenant or
any other tenant, nor prevent Landlord from thereafter enforcing any such Rules and
Regulations against any or all of the tenants of the Building.


 


29.           These Rules and
Regulations are in addition to, and shall not be construed to in any way modify
or amend, in whole or in part, the terms, covenants, agreements and conditions
of Tenant’s Lease of its Premises.


 


30.           Landlord
reserves the right to make such other Rules and Regulations as, in its
judgment, may from time to time be needed for safety and security, for care and
cleanliness of the Project and for the preservation of good order therein.  Tenant agrees to abide by all such Rules and
Regulations hereinabove stated and any additional rules and regulations,
which are adopted.


 


31.           Tenant
shall be responsible for the observance of all of the foregoing rules and
regulations by Tenant’s employees, agents, contractors, clients, customers,
invitees and guests.


 


32.           Tenant
shall cooperate with Landlord in complying with all resolutions and
requirements established by governmental agencies relative to the use,
occupancy, ownership, or management of the Project, including without limitation,
transportation and transit conditions established for the Project and shall
designate a responsible employee to represent Tenant in all matters pertaining
to any and all such matters.


 


D-5





















 


EXHIBIT ”E”


 


SAN JOSE JET CENTER


PARKING RULES AND REGULATIONS


 


The following rules and regulations shall govern use of parking
areas and facilities (“Parking Areas”) for the San Jose Jet Center located at
1250 Aviation Avenue, San Jose, California (the Project”) and from time to time
may change:


 


1.             Tenant
shall not park any vehicles in the Parking Area other than automobiles,
motorcycles, or four-wheeled trucks.


 


2.             No
extended term storage of vehicles shall be permitted without Landlord’s prior
written consent.


 


3.             Designated
2 hour visitor parking is permitted. 
Violations may result in owner being towed at their own expense.


 


4.             Any
vehicles parked in non-visitor parking areas may require a parking permit
issued by Landlord.


 


5.             Violation
of Tenant’s allocated parking may result in Additional Rents


 


6.             Vehicles
must be parked entirely within the painted lines of a single parking stall.


 


7.             All
directional signs and arrows must be observed.


 


8.             The
speed limit within all Parking Areas shall be 5 miles per hour


 


9.             All
parking limitation signage shall be observed, including without limitation, the
two hour parking zones in front of the buildings.


 


10.           Vehicles
parked in a non-visitor parking spot must display Landlord’s issued parking
permits.


 


11.           Parking
is prohibited (Any person parking in a non-visitor spot is subject to immediate
towing at owner’s expense.  Additional
parking permits are available.  Without a
parking permit, car can be towed at owner’s expense).


 


a.             In
areas not striped for parking;


 


b.             In
aisles;


 


c.             Where
“no parking” signs are posted;


 


d.             In
cross hatched areas;


 


e.             In
such other areas as may be designated by Landlord from time to time


 


E-1





















 


12.           Washing,
waxing, cleaning, or servicing of any vehicle in any area not specifically
reserved for such purpose is prohibited.


 


13.           Landlord
shall have the right to remove, at the owner’s expense, any vehicle parked in
the Parking Area in violation of any one or more of these Rules and
Regulations and shall further have the right to refuse parking of any vehicle
by a tenant or person and/or his agents or representatives who willfully refuse
to comply with these Rules and Regulations and all Project, City, State
ad/or Federal rules, regulations, ordinances, laws or agreements.


 


14.           Landlord
reserves the right to install parking control devices.


 


15.           Landlord
reserves the right to issue parking stickers or other forms of identification
as a condition to using the Parking Areas. 
Such parking stickers or any other device or form of identification
shall remain the property of Landlord. 
Such parking identification device must be displayed as requested and
may not be mutilated in any matter.  The
serial number of the parking identification device may not be obliterated.  Devices will not be transferable and any
device in the procession of an authorized holder will be void.


 


16.           Tenant
assumes any and all responsibility for protecting its vehicles from theft,
robbery, damage, and pilferage, which includes keeping doors and windows locked
and other means of entry to such vehicles secured.


 


17.           Landlord
may waive any one to more of these Rules and Regulations for the benefit
of Tenant, but no such waiver by Landlord shall be construed as a waiver of any
other Rule or Regulations against Tenant or any or all of the tenants of
the Building.


 


18.           These
Rules and Regulations are in addition to and shall not be construed to in
any way modify or amend, in whole or in part, the terms, covenants, agreements
and conditions of Tenant’s Lease of its Premises.


 


19.           Landlord
reserves the right to modify and/or adopt such other Rules and Regulations
as, in its judgment, may from time to time be needed for safety and security,
for care and cleanliness of the Project; and for the preservation of good order
herein, tenant agrees to abide by all such Rules and Regulations
hereinabove stated and any additional rules and regulations, which are
adopted.  Landlord may refuse to permit
any person or any tenant who permits any of its employees and/or invitees who
violate these rules in the Parking Area, and any violation of the rules shall
subject car to removal at the owner’s sole cost and expense.


 


20.           Unless
otherwise agreed to in writing by Landlord, parking in the Parking Areas shall
be on a non-exclusive “first come first serve” basis.


 


21.           Tenant
shall be responsible for the observance of the foregoing rules and
regulations by Tenant’s employees, agents, contractors, clients, customers,
invitees, and guests.


 


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