**Exhibit10.30**

 

**FIRSTAMENDMENT TO LEASE**

 

(Building 6 – 1600 Seaport Boulevard)

 

This FirstAmendment to Lease (“**First Amendment**”) is dated for referencepurposes, entered into and made effective as of May 9, 2002 at San Francisco,California, by and between **PACIFIC SHORES DEVELOPMENT, LLC**, a Delawarelimited liability company (“**Lessor**”) and **BROADVISION, INC.**, a Delawarecorporation (“**Lessee**”).

 

**RE C I T A L S**

 

A.            Lessor and Lessee entered into thatcertain written Lease dated February 15, 2000 (“**Lease**”), with respect tocertain premises identified therein and commonly known as Building 6, PacificShores Center, 1600 Seaport Boulevard, Redwood City, California  94060 (“**Premises**”).

 

B.            Lessor and Lessee now desire toamend the Lease (i) to provide for an additional Three Million Five HundredThousand Dollar ($3,500,000.00) letter of credit, (ii) to provide an occupancyagreement, and (iii) to release certain Claims (defined herein), all on theterms and conditions set forth below.

 

**AGREEMENT**

 

NOW THEREFORE,for good and valuable consideration, receipt of which is hereby acknowledged,Lessor and Lessee each agrees as follows:

 

1.  Recitals.  Each of the foregoing recitals is true and correct and each ofthese Leases is confirmed and ratified as being in full force and effect.

 

2.  Additional Letter of Credit.  Within ninety (90) days after the executionof this First Amendment, Lessee shall deliver to Lessor an additional ThreeMillion Five Hundred Thousand Dollar ($3,500,000.00) letter of credit, payableto Lessor and its lender as co-beneficiaries, which complies with the letter ofcredit requirements of Section 4.06 of the Lease, substantially in the form ofthe letter of credit currently held by lessor under the Lease, and, in allother respects, is in a form and with a bank satisfactory to Lessor. Theadditional letter of credit delivered pursuant to this Section 2 shall becomepart of Security Deposit so that the total Security Deposit shall be FourteenMillion Four Hundred Three Thousand, Seven Hundred Seventy-Six Dollars and nocents ($14,403,776.00).

 

3.  Occupancy Requirement.  Lessee agrees that, on or before December31, 2003, and at all times thereafter (subject to the Force Majeure provisionof Section 17.21 of the Lease), Lessee shall cause the Premises to be andremain no less than eighty percent (80%) occupied, i.e, eighty percent (80%) ofthe Premises shall be utilized by Lessee (or its subtenants) on a daily basisfor the conduct of business.

 

4.  Release of Claims; Indemnity.  Lessor and Lessee, each on behalf of itself,its respective shareholders, partners, officers, directors, constituentmembers, lenders, associates, affiliates, attorneys, trustees, trusts as towhich it serves as trustee, employees, agents, and all others claiming throughsame and each of their successors and assigns (collectively, disjunctively, andconjunctively its “**Affiliates**”) hereby generally releases andforever discharges the other party and its Affiliates from and against any andall claims, demands, charges, costs, liabilities, expenses (includingreasonable attorneys’ fees), accounts, actions or causes of action of anynature, whether absolute or contingent, tort or contract, legal or equitable,common law or statutory, now or hereafter occurring, and no matter by whomalleged or asserted, and including, without limitation, both known and unknownliabilities, claims and causes of action based upon facts, circumstances,occurrences or conditions which have existed on or before the date of thisFirst Amendment and arising out of, related to or in connection with (i) thenegotiation and execution of the Lease, (ii) the Commencement Date of the LeaseTerm, (iii) the design, construction, characterization and costs of TenantImprovements, (iv) Lessee’s acceptance of possession and occupying thePremises, and/or (v) any other

 

----

 

relationship, dealing oroccurrence outside of the Lease between Lessor and Lessee or anyone else actingon behalf of Lessor or Lessee (collectively “**Claims**”), but nothing in thisFirst Amendment is meant to waive, release or discharge (a) the partiesrespective ongoing rights and obligations under the Lease with respect tomatters other than those described in subparts (i) through (v) and which arebased upon facts, circumstances, occurrences or conditions which either occurafter the date hereof or occurred on or prior to the date hereof but wereunknown to the releasing party on the date hereof, or (b) under Sections 5.04and 6.01(b) of the Lease with respect to any defective condition at the Premisesas of the Lease Commencement Date, or (c) any matters involving HazardousMaterials.    Each party agrees toindemnify and hold harmless the other party and its Affiliates as to any of theClaims released by such party which is brought against such other party and/orits Affiliates.  Each party representsto the other that it knows of no facts or circumstances, occurrences orconditions which with the passage of time or the giving of notice or both wouldserve as a basis for a cause of action against the other, except that Lessee isaware that the Building has had an odor problem that is being addressed byLessor and Lessee.

 

5.  Full and Final Release; Unknown Claims.  This is a full and final release of any andall Claims by Lessor and Lessee and their respective Affiliates against theother and its Affiliates.  This FirstAmendment shall apply to all unknown and unanticipated damages or injuriesresulting from any such Claims.  Lessorand Lessee each on behalf of itself and its Affiliates, in its capacity as theholder of potential unknown claims (“**Creditor**”) against the other and itsAffiliates (“**Debtor**”), expressly waives the provisions of California CivilCode Section 1542, which provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMSWHICH CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OFEXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HISSETTLEMENT WITH THE DEBTOR.”

 

| /s/ fb                    |   |
|---------------------------|--------|
| [Lessee’s  Initials] |   |
|                      |   |
| /s/ jp                    |   |
| [Lessor’s  Initials] |   |

 

6.  All Obligations Performed.  Lessor and Lessee each acknowledge that theother has performed and observed all its obligations to be performed andobserved under the Lease through and including the date hereof, neither Lesseenor Lessor is in default under the Lease. Lessee further acknowledges that it has previously exercised its Rightof First Offer under Section 17.25 of the Lease to lease Building 4, theparties hereby agree that Section 17.25 is null and void.

 

7.  Further Cooperation.  Each party shall take such further action,including, without limitation, the execution of additional documents, as may bereasonably required to effectuate the terms and conditions of this FirstAmendment.

 

8.  Dismissal of Litigation.  Lessee and Lessor each shall dismiss withprejudice, within five (5) days after the date of this First Amendment, any andall legal or equitable actions it has filed against the other in a court of lawprior to the date of this First Amendment.

 

9.  Counterparts.  This First Amendment may be executed in counterpartoriginals, in which case all such counterpart originals, taken together, shallconstitute one and the same First Amendment.

 

10.  Lender’s Consent: Board Authorization.  Lessee’s and Lessor’s obligations hereunderare subject to the receipt (i) by Lessee, no later than thirty (30) businessdays after the date hereof, of the Lender’s Consent, as hereinafter defined and(ii) by Lessor, no later than May 2, 2002, of a certified resolution ofLessee’s Board of Directors authorizing the execution of this FirstAmendment.  Lessor hereby agrees to usediligent efforts to obtain the Lender’s Consent by such date; however, ifLessee does not receive the Lender’s Consent by such date, this First Amendmentshall, at either Lessor’s or Lessee’s option, thereupon be deemed terminatedand of no further force or effect, and neither party shall have any furtherrights, obligations, or liabilities hereunder. As used herein, the term “**Lender’s Consent**” means a written consentto this First Amendment (including, without limitation, Section 4

 

2

----

 

hereof), executed by the holderof the promissory note secured by that certain Deed of Trust encumbering thefee interest in the real property of which the Premises are a part) recorded onMarch 31, 2001 in the Official Records of San Mateo, California, as Document No2000-037860.

 

 

3

----

 

Except to theextent amended by the foregoing provisions, and as so amended, the Lease is herebyratified and confirmed as being in full force and effect.

 
| LESSOR                                |                   | LESSEE                      |
|---------------------------------------|------------------------|-----------------------------|
|                                  |                   |                        |   |   |
| “**PACIFIC SHORES**”        |                   | “**BROADVISION**” |
|                                  |                   |                        |   |   |
| Pacific  Shores Development, LLC,     | BroadVision,  Inc., a  |
| a Delaware  limited liability company |                   | Delaware  corporation       |
|                                  |                   |                        |   |   |
| By:                                   | Technology  Land, LLC, |                        |   |   |
|                                  | a California  limited  |                        |   |   |
|                                  | liability  company     |                        |   |   |
|                                  |                   |                        |   |   |
| By:                                   | /s/ Jay Paul           |                        | By: | /s/ Fran  Barton |
|                                  | Jay Paul,              |                        |   | Fran Barton |
|                                  | (type or  print name)  |                        |   | (type or  print name) |
| Its:                                  | President              |                        | Its: | EVP &  CFO |

 
| Notice  Address: | Notice  Address:                    |
|------------------|-------------------------------------|
|             |                                |   |   |
| Attn:            | Jay Paul                            | Attn: | Legal  Department |
|             | Technology  Land, LLC               |   | BroadVision,  Inc. |
|             | 350  California Street, Ste. 1905   |   | 585 Broadway |
|             | San  Francisco, CA  94104-1432 |   | Redwood  City, CA  94063 |
|             |                                |   |   |
| With a copy  to: | With a copy  to:                    |
|             | Thomas G.  Perkins, Esq.            |   | Elizabeth A.  Willes, Esq. |
|             | 99 Almaden  Blvd., 8th Floor        |   |   | Cooley  Godward LLP |
|             | San Jose,  CA  95113           |   |   | 4401  Eastgate Mall |
|             |                                |   |   | San Diego,  CA  92121 |

 

4

----