Document/Exhibit Description Pages Size
1: 10-K Annual Report for the Year Ended 1/31/96 51 216K
2: EX-10.07 Employment Agreement, 7/20/95 W/ Edwin R.Addison 8± 43K
3: EX-10.09 Conquest Incentive Stock Option Plan, 8/19/93 5± 27K
4: EX-10.10 Office Lease/Little Patuxent Pkwy, Columbia, Md 31 175K
5: EX-10.11 Office Lease (1959 Palomar Oaks Way, Carlsbad, Ca) 30± 114K
6: EX-10.12 Office Lease (1921 Gallows Rd, Vienna, Va) 9 52K
7: EX-22.01 Subsidiaries of Excalibur Technologies Corporation 1 6K
8: EX-23.01 Consent of Arthur Andersen LLP 1 6K
9: EX-23.02 Consent of Price Waterhouse LLP 1 7K
10: EX-27 Article 5 FDS Filed With Form 10-K 1 8K
EX-10.12 — Office Lease (1921 Gallows Rd, Vienna, Va)
Exhibit Table of Contents
SUBLEASE
This Sublease is entered into as of the _____ day of December, 1995, by
and between AT&T Corp., a New York Corporation ("Sublessor") and Excalibur
Technologies, Inc., ("Sublessee").
WITNESSETH:
WHEREAS, Tysons Corner Associates II, as "Landlord," and AT&T
Communications, Inc., as agent for American Telephone and Telegraph Company, as
"Tenant" entered into a lease effective October 6, 1989, a copy of which
together with all amendments, modifications, extensions or renewals thereof, if
any, are attached hereto as Attachment "A" (all of which are hereinafter
collectively referred to as "Master Lease") in which Landlord leased to Tenant
and Tenant hired from Landlord certain space (the "Premises") in the Building
known as 1921 GALLOWS ROAD, VIENNA, VIRGINIA which is more particularly
described in the Master Lease; and
WHEREAS, American Telephone and Telegraph Company changed its name to
AT&T Corp. effective April 20, 1994.
NOW, THEREFORE, Sublessor, for and in consideration of the covenants and
agreement herein stated, hereby subleases to Sublessee a portion of the Premises
hereinafter referred to as ("Subleased Premises") and consisting of 11,125
rentable square feet located on the 2nd floor, and 3,075 rentable square feet
located on the 4th floor of the building (Attachment "B").
1. TERM
The term of this Sublease ("the Term") shall commence upon substantial
completion of the Leasehold Improvements as described in Attachment
"C" (the "Commencement Date") and shall expire on October 5, 1999.
However, in no event will the Commencement Date be later than April 1,
1996. The Leasehold Improvements shall be deemed "substantially
completed" upon the occurrence of all of the following:
(i) Construction of the Leasehold Improvements in accordance with
the plans and specifications listed in Attachment "B" and Attachment
"C" and made a part hereof, and delivery to Sublessee by Sublessee's
architect of a certificate to that effect;
(ii) Agreement by Sublessee that the utility services
contemplated by such plans and specifications have been fully
installed and are operational for use by Sublessee;
(iii) A final legally valid certificate of occupancy
(non-residential use permit) has been issued relating to the Subleased
Premises by all required governmental authorities; and
(iv) The remaining work to be done to render the Subleased
Premises fully completed shall consist solely of minor details of
construction, mechanical adjustments or decoration, which will not
interfere with Sublessee's use and enjoyment of the premises. Absent
delays caused by Sublessee, if the conditions in the preceding
sentence are not satisfied on or prior to 30 days after commencement
of the Term as defined herein, Sublessee may terminate this Sublease.
Furthermore, in the event that Sublessor has not vacated the Subleased
Premises on or prior to December 31, 1995, Sublessee may terminate
this Sublease. Sublessor shall use its diligent best efforts to assist
the Sublessee in meeting all of the conditions set forth above,
including, but not limited to communicating with the Landlord to
obtain its consent to the Leasehold Improvements.
2. RENT
(a) Beginning on the Commencement Date and ending on October 5, 1999,
Sublessee shall pay to Sublessor as rent for the Subleased Premises
the sum of $252,050.01 per annum, in monthly installments of
$21,004.17. Rents for periods of occupancy of less than thirty (30)
days shall be prorated in proportion to the number of days of
occupancy in such period. Sublessor agrees to abate Sublessee's first
full month's rental payment.
(b) Beginning with the second lease year and continuing each year
thereafter, the annual rent shall increase by two and one half percent
(2.5%) of the previous year's base rent.
(c) Such rental shall be payable in advance, on the first day of each
moth of the Term of this Sublease, beginning one month after the
Commencement Date, without demand or set-off as the office of the
Sublessor herein designated as:
AT&T
Attention: Manager-Lease Administration
222 Mt. Airy Road
Basking Ridge, NJ 07920
3. USE
(a) The Subleased Premises shall be used for those purposes permitted
under the Master Lease.
(b) Sublessee, its agents or invitees, shall not perform any acts or
carry on any practices that may interfere with the conduct of the
Premises or the Building and shall keep the Subleased Premises in an
orderly and presentable condition.
4. CONDITION OF SUBLEASED PREMISES
The Sublessee's taking possession shall be conclusive evidence as
against the Sublessee that the Subleased Premises were in good order
and satisfactory condition when the Sublessee took possession.
Sublessee understands and agrees that it is taking the Subleased
Premises in "As Is" condition and all installations and improvements
now or hereafter placed on the Subleased Premises shall be for
Sublessee's account and at Sublessee's cost unless otherwise defined
herein.
5. LEASEHOLD IMPROVEMENTS
Sublessor shall provide Sublessee with Leasehold Improvement Allowance
of $10.00 per rentable square foot (approximately $142,000) for
Sublessee's desired improvements in connection with this Sublease.
Additionally, Sublessor shall allow Sublessee to amortize up to an
additional $10.00 per rentable square foot in Leasehold Improvement
costs passed through directly to Sublessee over the term of the
Sublease at an annual interest factor of ten percent (10%).
6. SECURITY DEPOSIT
Sublessee has deposited with Sublessor the amount of $21,004.17 as
security deposit in connection with this Sublease; such deposit to be
held in escrow throughout the term of the Sublease. Provided Sublessee
is not in default as defined herein, the security deposit will be
refunded upon expiration of this Sublease.
7. REPAIRS
(a) During the Term, Sublessee shall maintain the Subleased Premises
in good order and condition, and shall promptly make repairs to
correct damage caused by Sublessee, its agents employees or invitees.
(b) Sublessee understands that, under the Master Lease, Sublessor and
Landlord have certain specified responsibilities to maintain and
repair the Premises in which the Subleased Premises are located and to
keep the Premises in good and tenantable condition. Sublessor agrees
to request that Landlord fulfill its responsibilities under the Master
Lease, should the need arise, and Sublessor agrees to proceed with due
diligence in its dealings with Landlord. It is specifically understood
and agreed, however, that Sublessor and Landlord have no obligation or
responsibility whatsoever with respect to maintenance or repair of
Subleased Premises.
8. ALTERATIONS AND MECHANICS LIENS
(a) Sublessee shall not make any alterations in or additions to the
Subleased Premises without first submitting the plans for such
alterations or additions to the Sublessor and Landlord and obtaining
the Sublessor's and Landlord's prior written consent to such
alterations or additions. Sublessor's consent shall not be
unreasonably withheld or delayed.
(b) Sublessee shall keep the Premises and the Subleased Premises free
from any liens arising out of any work performed, materials furnished
or obligations incurred by Sublessee. Landlord and Sublessor shall
have the right to post and keep posted on the Premises or the
Subleased Premises and notices that may be provided by the law or
which Landlord of Sublessor may deem proper for the protection of
Landlord or Sublessor, the Premises and the Subleased Premises.
(c) If any such lien is claimed against the Premises or Subleased
Premises, then, in addition to any other right or remedy of Sublessor,
Sublessor may, but shall not be obligated to, discharge same. Any
amount paid by Sublessor for such purposes shall be paid by Sublessee
to Sublessor as "Additional Rent" within ten (10) days of Sublessor's
demand therefore.
9. ADDITIONAL RENT
Sublessee shall pay to Sublessor as Additional Rent its proportionate
share of increases in real estate taxes and building operating
expenses over and above actual expenses incurred in the 1996 calendar
year, pursuant to paragraph 2.6 of the Master Lease.
10. LIABILITY FOR ACTS OR NEGLECT
If any damage to the Premises, the Subleased Premises, to the
Sublessor, his employees or agents, results from any act or neglect of
the Sublessee, or of the Sublessee's agents, employees, invitees or
licensees, the Sublessor may, at the Sublessor's option, repair such
damage and the Sublessee shall, upon demand by the Sublessor,
reimburse the Sublessor forthwith for the total cost of such repairs.
(Sublessee's payments to the Sublessor shall not prohibit Sublessor
from pursuing any other remedies that it may have under this Sublease
or law. Nor shall such payments relive Sublessee from any liability to
third parties.) All property belonging to the Sublessee shall be at
the risk of the Sublessee only and neither Sublessor nor Landlord
shall be liable for damage thereto or theft or misappropriation
thereof.
11. WAIVER OF INDEMNITY
(a) Notwithstanding any provision of this Sublease to the contrary,
neither Sublessor nor its respective agents or employees shall be
liable to Sublessee, or to Sublessee's agents or agents, for:
(i) any damage to property or (except in the event of and to the
extent of the negligence or willful misconduct of Sublessor or its
duly authorized agents or employees) any injury to person due to the
condition or design of or any defect in the Subleased Premises or the
Premises or its mechanical systems and equipment which may exist or
occur, or due to the land upon which it is situated, or any part
thereof, becoming out of repair, or by defect in or failure of pipes
or wiring, or by the backing up of drains, or by the bursting or
leaking of pipes, faucets and plumbing fixtures, or by gas, water,
steam, electricity or oil leaking, escaping or flowing into the
Premises or Subleased Premises; or
(ii) any damage to property or (except in the event of and to the
extent of the negligence or willful misconduct of Sublessor, or its
duly authorized agents or employees) any injury to person that may be
occasioned by or through the acts of omissions or any other person
whatsoever; or
(iii) any loss or damage to an property or injury to any person
occasioned by theft, fire, Act of God, public enemy, injunction, riot,
insurrection, war, court order, requisition or order of government
authority, or any other matter beyond the control of Sublessor.
(b) Sublessee agrees that it will indemnify and hold and save
Sublessor and Landlord, and their respective agents and employees,
whole and harmless of, from and against;
(i) all fines, suits, losses, costs, liabilities, claims,
demands, actions and judgments of every kind and character by reason
of any breach, violation or non-performance of any term, provision,
convent, agreement or condition on the part of Sublessee under this
Sublease; and
(ii) all fines, suits, losses, costs, liabilities, claims,
demands, actions and judgments suffered by and recovered from, or
asserted against Sublessor or any of such indemnities, including
injuries to persons or property, occurring on or about the Subleased
Premises or in any way relating to Sublessee's occupancy or use of the
Subleased Premises and any other matters not due solely to the
negligence or willful misconduct of Sublessor.
(c) Sublessee covenants and agrees that in case Sublessor or any of
such indemnities shall be made a party to any litigation commenced by
or against such indemnities with respect to which Sublessee has agreed
to indemnify Sublessor and such other indemnities thereunder, or
relating to this Sublease or to the Premises or the Subleased
Premises, the Sublessee shall and will pay all reasonable costs and
expenses, including reasonable attorneys' fees and court costs,
incurred by Sublessor or such indemnities by virtue of any such
litigation, to the extent contemplated by such indemnification, and
the amount of such costs and expenses, including reasonable attorneys'
fees and the court costs, shall be a demand obligation owing by
Sublessee to Sublessor.
12. INSURANCE AND SUBROGATION
(a) Sublessee shall procure and maintain, at its own cost and expense
for the Term of this Sublease, policies of comprehensive general
public liability insurance in companies and substance satisfactory to
Sublessor, insuring Sublessee and, at Sublessor's option, including
Sublessor as additional named insured, against any liability arising
out of Sublessee's use or occupancy of the Premises. Such insurance
shall further provide coverage in terms of occurrence and aggregate as
follows:
Bodily Injury $1,000,000 each occurrence
$1,000,000 aggregate
Property Damage $500,000 aggregate
If Sublessee shall fail to procure and maintain said insurance,
Sublessor may, by shall not be required, to procure and maintain same,
but at the expense of Sublessee.
(b) Sublessee shall carry fire and extended coverage insurance
insuring its interest in the leasehold improvements in the Subleased
Premises and its interest in its office furniture, equipment, supplies
and any items stored on the Subleased Premises.
(c) The aforesaid insurance shall not be subject to change or
cancellation except after at least thirty (30) days prior written
notice to Sublessor. The original insurance policies (or certificates
thereof satisfactory to Sublessor together with copies of such
policies), together with satisfactory evidence of payment of the
premiums thereon, shall be deposited with Sublessor prior to the
commencement of the Term.
(d) Sublessee hereby waives all rights of action against the Sublessor
for loss or damage to the tenant improvements in the Subleased
Premises and to office furniture, equipment, supplies, vehicles and
any items stored on the Subleased Premises, which pursuant to this
Sublease shall be insured by a valid and collectible insurance policy
as required herein. The policies required by this Sublease shall
permit such waiver and shall be in form and content satisfactory to
Sublessor.
13. ASSIGNMENT AND SUBLETTING
Sublessee shall not, without the prior written consent of the
Sublessor and Landlord in each instance,
(i) assign, mortgage, pledge, hypothecate or otherwise transfer
or permit the transfer of this Sublease or the interest of Sublessee
in this Lease, in whole or in part, by operation of law or otherwise;
(ii) sublet any part of the Subleased Premises; or
(iii) permit the use or occupancy of all or any part of the
Subleased Premises for any purpose not permitted under Paragraph 4, or
by anyone other than Sublessee or Sublessee's employees or agents.
Consent to any of the above events by Sublessor shall not be
unreasonably withheld, delayed or conditioned.
14. EVENTS OF DEFAULT
Each of the following shall constitute an event of default by
Sublessee under this Sublease:
(i) Sublessee fails to pay any installment of Rent,
Additional Rent or any monetary sum required thereunder to be paid
to Sublessor when due;
(ii) Sublessee fails to observe or perform any of the other
covenants or provisions of this Sublease to be observed or performed
by Sublessee and fails to cure such default within ten (10) days after
notice to Sublessee; provided, that if such default is not susceptible
to being cured within such ten day (10) period, but Sublessee promptly
commences such cure, said ten (10) day period shall be extended so
long as Sublessee is actively, diligently and continuously attempting
to effectuate such cure, but in no event shall said ten (10) day
period be extended by more than thirty (30) days;
(iii) the interest of Sublessee in this Sublease is levied
upon under execution or other legal process;
(iv) a petition is filed by or against Sublessee to declare
Sublessee bankrupt or seeking a plan of reorganization or arrangement
under any Chapter of the Bankruptcy Code, or any amendment,
replacement or substitution for such Code;
(v) a receiver is appointed for Sublessee or Sublessee's
property;
(vi) Sublessee vacates the Subleased Premises; or
(vii) Sublessee, by its action or inaction, causes in whole or
part, directly or indirectly, any breach of the Maser Lease, by
Sublessor or Sublessee.
15. SUBLESSOR'S REMEDIES
(a) If any voluntary or involuntary petition or similar pleading under
any section or sections of any bankruptcy act shall be filed against
the Sublessee, or any voluntary or involuntary proceeding in any court
or tribunal shall be instituted to declare the Sublessee insolvent or
unable to pay the Sublessee's debts, and in the case of an involuntary
petition or proceeding, the petition or proceeding is not dismissed
within thirty (30) days from the date it is filed, the Sublessor may
elect, but is not required, and with or without notice of such
election and with or without entry or other action by the Sublessor,
to forthwith terminate this Sublease. Sublessor shall forthwith upon
such termination be entitled to recover damages in an amount equal to
the then present value of the Rent plus estimated Additional Rent for
the remaining portion of the Term of this Sublease.
(b) If the Sublessee defaults in the payment of Rent or any monetary
sum required thereunder or if the Sublessee defaults in the prompt and
full performance of any other provision of this Sublease, and the
Sublessee does not cure the default within ten (10) days (forthwith if
the default involves a hazardous condition) after written demand by
the Sublessor that the default be cured, or if the leasehold interest
of the Sublessee be levied upon under execution or be attached by
process of law, or if the Sublessee makes an assignment for the
benefit of creditors, or if a receiver be appointed for any property
of the Sublessee, or if the Sublessee vacates the Subleased Premises,
then and in any such event the Sublessor may, if the Sublessor so
elects, but not otherwise, and with or without notice of such election
and with or without any demand whatsoever, forthwith terminate this
Sublease and the Sublessee's right to possession of the Subleased
Premises or the Sublessor may terminate the Sublessee's right to
possession only, without terminating the Sublease.
(c) Upon any termination of this Sublease, whether by lapse of time or
otherwise, or upon any termination of the Sublessee's right to
possession without termination of the Sublease, the Sublessee shall
surrender possession and vacate the Subleased Premises immediately,
and deliver possession thereof to the Sublessor.
(d) If the Sublessee vacates the Subleased Premises or otherwise
entitles the Sublessor so to elect, and the Sublessor elects to
terminate the Sublessee's right to possession only, without
terminating the Sublease, the Sublessor may, at the Sublessor's
option, enter into the Subleased Premises, remove the Sublessee's
signs and other evidence of tenancy, and take and hold possession
thereof as in Paragraph (c) of this Paragraph 15 provided, without
such entry and possession terminating the Sublease or releasing the
Sublessee, in whole or in part, from the Sublessee's obligation to pay
the Rent thereunder for the Term, and in any such case the Sublessee
shall pay forthwith to the Sublessor, if the Sublessor so elects, a
sum equal to the entire amount of the Rent for the residue of the Term
plus any other sums then due thereunder.
(e) All rights and remedies of the Sublessor herein enumerated shall
be cumulative, and none shall exclude any other right or remedy
allowed by law.
16. UNTENANTABLITY
If the Subleased Premises are made untenantable by fire or other
casualty, the Sublessor may elect to terminate this Sublease as of the
date of the fire or casualty by written notice to the Sublessee within
ninety (90) days after that date. In the event of a termination of the
Sublease pursuant to this Paragraph 16, Rent shall be apportioned on a
per diem basis to be paid to the date of the fire or casualty.
17. EMINENT DOMAIN
If the Premises or any substantial portion thereof affecting the
Subleased Premises shall be taken or condemned by any competent
authority for any public use or purpose, the Term shall end upon, and
not before, the date when the possession of the part so taken shall be
required for such use or purpose, and without apportionment of the
condemnation award. The Sublessee shall have no right to share in such
award. Rent shall be apportioned as of the date of such termination.
If any condemnation proceeding shall be instituted in which it is
sought to take or damage any part of the Premises, the Subleased
Premises, or the land under it, or if the grade of any street or alley
adjacent to the Premises or the Subleased Premises or the Subleased
Premises is changed by a competent authority and such change of grade
makes it necessary or desirable to remodel the Premises or the
Subleased Premises to conform to the changed grade, the Sublessor
shall have the right to cancel this Sublease upon not less than ninety
(90) days notice prior to the date of cancellation designated in the
notice. No money or other consideration shall be payable by the
Sublessor to the Sublessee for the right of cancellation, and the
Sublessee shall have no right to share in the condemnation award or in
any judgment for damages caused by the change of grade.
18. SURRENDER OF SUBLEASED PREMISES
Upon termination of Sublessee's right to possession of the Subleased
Premises, Sublessee shall surrender and vacate the Subleased Premises
immediately, and deliver possession of the Subleased Premises to
Sublessor in clean, good and tenantable condition, ordinary wear
excepted. In the event possession of the Subleased Premises is not
immediately delivered to Sublessor, or if Sublessee so fails to remove
Sublessee's furniture, machinery, trade fixtures and other items of
movable personal property of every kind and description from the
Subleased Premises, Sublessor may remove same without any liability to
Sublessee. Any such property which may be removed from the Subleased
Premises by Sublessee but which is not so removed shall be
conclusively presumed to have been vacated by Sublessee and title to
such Property shall pass to Sublessor without any payment or credit,
and Sublessor may, at its option, and at Sublessee's expense, store
and/or dispose of such property.
19. HOLDING OVER
If Sublessee retains possession of the Subleased Premises or any part
thereof after the termination of this Sublease, by lapse of time or
otherwise, Sublessee shall pay Sublessor double the Rent and
Additional Rent for the month immediately preceding the holdover for
each thirty (30) day period or partial period which Sublessee retains
possession of all or any part of the Subleased Premises after the
expiration or termination of this Sublease and shall also pay all
damages actually sustained by Sublessor on account thereof. Sublessee
shall indemnify, defend and hold harmless Sublessor, its respective
officers, partners and employees from and against any and all claims,
liabilities, actions, losses, damages and expenses (including
attorneys' fees) asserted against or sustained by any such party and
arising from or by reason of such retention of possession. The
provisions of this paragraph shall not constitute a waiver by
Sublessor of any re-entry rights of Sublessor available under this
Sublease or by law.
20. NOTICES
(a) All notices and approvals to be given by one party to the other
party under this Sublease shall be given in writing, mailed or
delivered as follows:
If to Sublessor: AT&T
Manager-Lease Administration
222 Mount Airy Road
Basking Ridge, NJ 07920
If to Sublessee: Excalibur Technologies, Inc.
1921 Gallows Road,
Second Floor
Vienna, VA 22180
(b) Sublessor and Sublessee shall have the right to specify such other
person or persons or such other address or addresses upon giving five
(5) days written notice thereof.
(c) Notice shall be delivered by Unites States certified or
registered mail, postage prepaid, return receipt requested or
Overnight Delivery (e.g. Federal Express). Notices shall be
considered to have been given upon receipt.
21. BROKER
Sublessee represents to Sublessor that Sublessee has not dealt with
any real estate broker, salesman or finder in connection with this
Sublease, and no such person initiated or participated in the
negotiation of this Sublease, or showed the Subleased Premises to
Sublessee other than Spaulding & Slye and Cushman & Wakefield.
Sublessor will pay the brokerage fees by the terms of a separate
agreement between those parties. Sublessee agrees to indemnify, defend
and hold harmless Sublessor, and its respective officers, partners and
employees, from and against any and all claims, demands, liabilities,
actions, damages, costs and expenses (including reasonable attorneys'
fees) for brokerage commissions or fees arising out of a breach of
such representation.
22. RIGHT OF ENTRY
Sublessee shall permit Sublessor and/or Landlord and their respective
agents to enter into and upon the Subleased Premises at all reasonable
times for the purpose of inspecting same or for the purpose of
maintaining the Premises or Subleased Premises or for the purpose of
making repairs, alterations or additions to any other portion of the
Building, including the erection and maintenance of such scaffolding
canopies, fences and props as may be required, Sublessor or Landlord
shall conduct all their activities as allowed in this Paragraph 22 or
in a manner that will cause the least possible inconvenience,
annoyance or interference with Sublessee's use of Subleased Premises.
23. LIMITATION OF SUBLESSOR'S LIABILITY
It is expressly understood and agreed by Sublessee that none of
Sublessor's covenants, undertaking or agreements are made or intended
as personal covenants, undertakings or agreements by Sublessor or its
agents or employees, and any liability for damage or breach or
nonperformance by Sublessor shall be collectible only out of
Sublessor's interest in the Subleased Premises and no personal
liability is assumed by, nor at any time may be asserted against
Sublessor, its agents or employees or any of its successors or
assigns, all such liability, if any, being expressly waived and
released by Sublessee.
24. RIGHT TO SUBLEASE
Sublessor warrants that it has full right and authority to enter into
this Sublease. Sublessor and Sublessee agree that the submittal of
this Sublease document to Sublessee does not constitute an offer to
Sublease and shall not be binding on Sublessor until duly executed by
Sublessee.
25. SEVERABILITY
If any term or provision of this Sublease shall, to any extent, be
determined by a court of competent jurisdiction to be invalid or
unenforceable, the remainder of this Sublease shall not be affected
thereby, and each term and provision of this Sublease shall be valid
and be enforceable to the fullest extent permitted by law.
26. MASTER LEASE
Sublessee acknowledges and agrees that this Lease is a Sublease by
Sublessor under the provisions of, and is subject and subordinate to,
all of the terms and conditions of the Master Lease, and Sublessee
assumes and agrees to duly perform all obligations of Sublessor under
the Master Lease, unless otherwise specifically provided herein. All
terms contained in this Sublease shall have the same meanings and
definitions ascribed to them in the Master Lease, unless any such term
is expressly defined in this Sublease.
27. MISCELLANEOUS
(a) This Sublease shall be governed by the laws of the State of
Virginia.
(b) This Sublease shall be binding upon and shall inure to the benefit
of each party's respective successors and assigns.
(c) This Sublease sets forth all the covenants, agreements,
representations and warranties between Sublessor and Sublessee
concerning the Subleased Premises and there are no representations
between them other than those stated in this Sublease. No subsequent
alteration, amendment, change or addition to this Sublease shall be
binding upon Sublessor or Sublessee in writing signed by both parties.
(d) Time is of the essence of this Sublease and the performance
of all obligations under this Sublease.
(e) Neither party shall record this Sublease.
(f) The captions of the paragraphs of this Sublease are for
convenience only and are not a part of this Sublease and shall have no
effect upon the construction and interpretation of this Sublease.
(g) Sublessee specifically acknowledges and agrees that this Sublease
shall not be effective unless and until Landlord has consented in
writing to this Sublease, anything herein to the contrary
notwithstanding.
IN WITNESS WHEREOF, Sublessor and Sublessee have caused this
Sublease to be executed as of date first above written.
WITNESS SUBLESSOR:
AT&T Corp.
------------------------------- ------------------------------
District Manager-Real Estate
WITNESS SUBLESSOR:
Excalibur Technologies, Inc.
/s/ Terry Yates /s/ James H. Buchanan
------------------------------- ------------------------------
Title: CFO
------------------------------
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LANDLORD'S CONSENT AGREEMENT
Tysons Corner Associates II, (herein "Landlord"), hereby consents to the
foregoing Sublease and the terms and conditions thereunder. Landlord's consent
shall not modify or affect the Master Lease or Sublease, or relieve AT&T Corp.
from any liability thereunder.
LANDLORD:
Tysons Corner Associates II
------------------------------------------
Title:
-------------------------------------
ATTACHMENT B (Second Floor)
(Floorplan)
ATTACHMENT B (Fourth Floor)
(Floorplan)
ATTACHMENT C (Leasehold Improvements)
Page 1
POWER/DATA/TEL
1. All offices and work stations to have typical office level
electricity/tel/data outlets.
2. In Training Room provide power/tel/data at each table.
3. Ring and string for tel/data.
4. Voice and cabling to be provided by tenant.
5. Dedicated outlet for copier in Copy/Mail Room.
6. Workstations will have power base. all workstations will be fed from
column or adjacent wall. No floor outlets required.
PLUMBING
1. Existing kitchen to remain.
2. Install 1/4" line to coffee maker in Main Kitchen and at coffee area in
Training Room.
3. Relocate sprinkler heads as required by new layout.
HVAC
1. Modify layout of air diffuser as required by new layout.
2. Provide double cfm in Training Room, Conference Room and Lan Room.
FINISHES
1. Provide and install loop carpet throughout space. Allow $16/yd.-
installed.
2. Install bldg. std. 2" vinyl base throughout.
3. All walls to be painted bldg. std. paint.
4. ADD ALTERNATE: Wallcovering (allow $1.20/yd-installed) in Executive
Office, Conference Room and wall behind reception desk.
MILLWORK
1. Install 6 linear feet of bldg. std. base and wall cabinets in Training
Room coffee area.
MISC.
1. Install tenant's white boards at (12) locations.
This outline constitutes the architect's understanding of the Tenant's
requirements. It is not intended for incorporation into a lease but, instead,
should be used as a basis for discussion.
Attachment C (Leasehold Improvements)
Page 2
September 26, 1995
TENANT FIT UP DESCRIPTION
Excalibur Technologies, Inc.
1921 Gallows Roads-2nd Floor
Space Plan 9-25-95
GENERAL
1. The contractor is expected to visit the site prior to submitting any
pricing.
2 Extent of demolition not shown on plan.
PARTITIONS
1. All interior partitions to be bldg. std. (3-1/2"), ceiling high.
2. G.C. to confirm that demising partitions are deck high per base bldg.
requirements.
3. The following rooms to have insulated walls: Conference Rooms (3), Demo
Room and Training Room
4. All workstations indicated with dashed line are by tenant.
DOORS AND HARDWARE
1. Existing glass entry to remain.
2. All new interior doors to be bldg. std.- match existing.
3. All new secondary suite doors to be bldg. std.
4. All hardware to be bldg. std. lever type ADA approved. All interior
doors to have passage sets.
5. ADD ALTERNATE: Install one (3'x8') glass side light in cased gypsum
board opening in entry to executive area.
CEILING AND LIGHTING
1. Existing suspended ceiling throughout to remain. Replace any damaged
tile or portions of grid as required.
2. Relocate existing and provide new base bldg. light fixtures 2'x4', (18)
cell parabolic as required by new layout.
3. Provide and install approximately (12) compact fluorescent downlights in
large Conference Room.
Dates Referenced Herein and Documents Incorporated by Reference
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