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Master Lease Agreement - Comdisco Inc. and Cardima Inc.

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  • Commercial Lease. Start a state-specific lease for the rental of commercial property. Specify the term and rent due, as well as whether the landlord or tenant is responsible for property taxes, insurance, and maintenance and repairs.
  • Commercial Sublease. When a tenant vacates commercial property before the lease term has expired, it may be able to rent the premises to a third party. The tenant would be the sublessor and the third party would be the sublessee. Besides preparing a sublease, both parties will want to review the provisions for assignment or subletting in the original lease agreement between the landlord and the sublessor.
  • Sublease Agreement. Tenants of residential property should prepare a sublease agreement if they are seeking to sublease a room or the entire apartment or house to a third party. All parties should review the original lease agreement to see if there are any restrictions on subletting or assigning the premises.
  • Triple Net Lease. Triple net leases are a type of commercial leases where the tenant has to pay for property taxes, insurance, utilities, and maintenance, in addition to the monthly rent.
  • Office Space Lease. When renting an office space, tenants should understand the amount of the rent and duration of the lease. Other important terms include whether the space can be subleased, which parties are responsible for maintenance, and whether any furniture and furnishings will be provided.

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February 24, 1998

Sandra Berg
Cardima Inc.
47266 Benicia Street
P.O. Box 14172
Fremont, CA 94539-1372

Re: Execution Documents

Dear Sandra:

Enclosed please find the below listed original execution documents for our
recent lease financing. Please retain these documents for your records.

 . Equipment Schedule VL-3

If you have any questions regarding the enclosed, please feel free to call me at
(650) 234-1623 and I look forward to our future dealings.


/s/ Grace Gillen
Grace Gillen
Information Document Specialist

cc: File Copy
    Rosemont (original attached)




                            EQUIPMENT SCHEDULE VL-3
                         DATED AS OF FEBRUARY 13, 1998
                           TO MASTER LEASE AGREEMENT
               DATED AS OF JANUARY 23, 1996 (THE "MASTER LEASE")

LESSEE: CARDIMA, INC.                           LESSOR: COMDISCO, INC.

Admin. Contact/Phone No.:                       Address for all Notices:
------------------------                        -----------------------
Sandra Berg                                     6111 North River Road
Ph. (510) 354-0120                              Rosemont, Illinois 60018
Fax (510) 657-4476                              Attn.: Venture Group

Address for Notices:
47266 Benicia Street
P.O. Box 14172
Fremont, CA 94539-1372

Central Billing Location:                       Rent Interval: Monthly
------------------------                        -------------
Same as above.


Lessee Reference No.: ___________________
                      (24 digits maximum)

Location of Equipment:                          Initial Term:         48
---------------------                           ------------
Same as above.                                  (Number of Rent Intervals)

                                                Lease Rate Factor:    2.484%
Attn.:                                          -----------------

EQUIPMENT (as defined below):                   Advance:              $37,260.00
                                                less pro-rata portion of advance
                                                paid on VL-2          $19,810.72

                                                Total Advance due:    $17,449,28

Equipment, including custom use equipment, specifically approved by Lessor,
which shall be delivered to and accepted by Lessee during the period February
13, 1998 through December 31, 1998 ("Equipment Delivery Period"), for which
Lessor receives vendor invoices approved for payment, up to an aggregate
purchase price of $1,500,000 ("Commitment Amount"), which amount consists of
$797,532.96 transferred from Equipment Schedule VL-2 dated April 7, 1997.
Equipment shall exclude rolling stock, hand held items, molds, SB, and fungible
items. In no event shall software, tenant improvements, and tooling exceed 35%
of the Commitment Amount hereunder.

                      (24 digits maximum)


    This Schedule contemplates Lessor's acquisition of Equipment for lease to
Lessee, either by one of the first three categories listed below or by providing
Lessee with Equipment from the fourth category, in a value up to the Commitment
Amount referred to on the face of this Schedule. If the Equipment acquired is of
category (i), (ii) or (iii) below, the effectiveness of this Schedule as it
relates to those items of Equipment is contingent upon Lessee's acknowledgment
at the time Lessor acquires the Equipment that Lessee has either received or
approved the relevant purchase documentation between vendor and Lessor for that

     Lessor will finance only the acquisition of individual items of Equipment
with a cost to Lessor of more than $500.00.

     (i)    NEW ON-ORDER EQUIPMENT. Lessor will purchase new Equipment which is
            specifically approved by Lessor.

     (ii)   SALE-LEASEBACK EQUIPMENT. Any in-place Equipment installed at
            Lessee's site and to which Lessee has clear title and ownership may
            be considered by Lessor for inclusion under this Lease (the "Sale-
            Leaseback Transaction"). Any request for a Sale-Leaseback
            Transaction must be submitted to Lessor in writing (along with
            accompanying evidence of Lessee's Equipment ownership satisfactory
            to Lessor for all Equipment submitted) no later than the fifteenth
            day of the last month in each quarter and for Equipment installed
            after the date hereof (except for the Equipment submitted on the
            second Sale-Leaseback Transaction) Lessor will not approve a Sale-
            Leaseback Transaction for Equipment which arrives ninety (90) days
            after the original purchase of the Equipment as evidenced by the
            invoice date. Further, the first Sale-Leaseback of Equipment will be
            placed on lease subject to: (1) Lessor prior approval of the
            Equipment; and (2) if approved, will be placed on lease subject to
            values established by Lessor based on the age of the Equipment.

     (iii)  USED ON-ORDER EQUIPMENT. Lessor will purchase used Equipment which
            is obtained from a third party by Lessee for its use subject to
            Lessor's prior approval of the Equipment and at Lessor's appraised
            value for such used Equipment.

     (iv)   INVENTORY EQUIPMENT. Upon Lessee's request. Lessor may supply new or
            used Equipment from its inventory at rates provided by Lessor.


     The Commencement Date for each item of new on-order or used on-order
Equipment will be the date Lessee approves the vendor invoice. The Commencement
Date for sale-leaseback Equipment shall be the date Lessor tenders the purchase
price, and the Commencement Date for inventory Equipment shall be the Delivery
Date. Lessor will summarize all approved invoices, purchase documentation and
evidence of delivery, as applicable, received in the same calendar month into a
Summary Equipment Schedule in the form attached to this Schedule as Exhibit 1,
and the Initial Term will begin the first day of the calendar month thereafter.
Each Summary Equipment Schedule will contain the Equipment location, description
serial number(s) and cost and will incorporate the terms and conditions of the
Master Lease and this Schedule and will constitute a separate lease.


     So long as no Event of Default has occurred and is continuing hereunder,
and upon written notice no earlier than twelve (12) months and no later than
ninety (90) days prior to the expiration of the Initial Term of a Summary
Equipment Schedule, Lessee will have the right to extend the Initial Term of
such Summary Equipment Schedule for a period of one (1) year. In such event, the
rent to be paid during said extended period shall be mutually agreed upon and if
the parties cannot mutually agree, then the Summary Equipment Schedule shall
continue in full force and effect pursuant to the existing terms and conditions
until terminated in accordance with its terms. The Summary Equipment Schedule
will continue in effect following said extended period until terminated by
either party upon not less than ninety (90) days prior written notice, which
notice shall be effective as of the date of receipt.


     So long as no Event of Default has occurred and is continuing hereunder,
and upon written notice no earlier than twelve (12) months and no later than
ninety (90) days prior to the expiration of the Initial Term or the extended
term of the applicable Summary Equipment Schedule, Lessee will have the option
at the expiration of the Initial Term of the Summary Equipment Schedule to
purchase all, but not less than all, of the Equipment listed therein for a


purchase price not to exceed twelve and one half percent (12.5%) of the original
cost of Equipment and upon terms and conditions to be mutually agreed upon by
the parties following Lessee's written notice, plus any taxes applicable at time
of purchase. Said purchase price shall be paid to Lessor at least thirty (30)
days before the expiration date of the Initial Term or extended term. Title to
the Equipment shall automatically pass to Lessee upon payment in full of the
purchase price but, in no event, earlier than the expiration of the fixed
Initial Term or extended term, if applicable. If the parties are unable to agree
on the purchase price or the terms and conditions with respect to said purchase,
then the Summary Equipment Schedule with respect to this Equipment shall remain
in full force and effect. Notwithstanding the exercise by Lessee of this option
and payment of the purchase price, until all obligations under the applicable
Summary Equipment Schedule have been fulfilled, it is agreed and understood that
Lessor shall retain a purchase money security interest in the Equipment listed
therein and the Summary Equipment Schedule shall constitute a Security Agreement
under the Uniform Commercial Code of the state in which the Equipment is


     The terms and conditions of the Lease as they pertain to this Schedule are
hereby modified and amended as follows:

a)   Section 14.14. Secretary's Certificate

     In line 3, delete the sentence beginning with the words "Upon the

b)   Section 14.16. Landlord/Mortgagee Waiver

     To the beginning of this Section add the words "Upon request of Lessor and
within a reasonable timeframe,"

Master Lease: This Schedule is issued pursuant to the Lease identified on page 1
of this Schedule. All of the terms and conditions of the Lease are incorporated
in and made a part of this Schedule as if they were expressly set forth in this
Schedule. The parties hereby reaffirm all of the terms and conditions of the
Lease (including, without limitation, the representations and warranties set
forth in Section 8) except as modified herein by this Schedule. This Schedule
may not be amended or rescinded except by a writing signed by both parties.

     CARDIMA, INC.                          COMDISCO, INC.
     as Lessee                              as Lessor
     By: /s/ Sandra Berg                    By: /s/ James P. Labe
        -----------------------------          -----------------------------
        SANDRA BERG                            JAMES P. LABE, PRESIDENT
     Title: Controller                      Title: COMDISCO VENTURES DIVISION
           --------------------------             --------------------------
     Date: 2-13-98                          Date: FEB. 20, 1998
          ---------------------------            ---------------------------


                                                                   18 SLXXXXX-XX

                                   EXHIBIT 1

                          SUMMARY EQUIPMENT SCHEDULE

     This Summary Equipment Schedule dated XXXX is executed pursuant to
Equipment Schedule No. X to the Master Lease Agreement dated XXXX between
Comdisco, Inc. ("Lessor") and XXXX ("Lessee"). All of the terms, conditions,
representations and warranties of the Master Lease Agreement and Equipment
Schedule No. X are incorporated herein and made a part hereof, and this Summary
Equipment Schedule constitutes a Schedule for the Equipment on the attached

1.   For Period Beginning:              And Ending:
     --------------------               ----------

2.   Initial Term Starts on:            Initial Term:
     ----------------------             ------------
                                        (Number of Rent Intervals)

3.   Total Summary Equipment Cost:

4.   Lease Rate Factor:

5.   Rent:

6.   Acceptance Doc Type: