Sample Business Contracts

California-Mountain View-401 East Middlefield Road Lease - Middlefield Road Joint Venture and Open TV

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Renault & Handley

          This Lease, executed in duplicate at Palo Alto, California, this
          22/nd/ day of January, 2001

PARTIES   by and between Middlefield Road Joint Venture

          and Open TV, a Delaware corporation

          hereinafter called respectively Lessor and Lessee, without regard to
          number or gender.

PREMISES    1. WITNESSETH: That Lessor hereby leases to Lessee, and Lessee hires
          from Lessor, those certain premises, hereinafter in this lease
          designated as "the Premises", with the appurtenances, situated in the
          City of Mountain View, County of Santa Clara, State of California, and
          more particularly described as follows, to-wit:

          An approximate 36,257 square foot industrial building commonly known
          as 401 East Middlefield Road.

USE         2. The Premises shall be used and occupied by Lessee for the purpose
          of general office, sales and marketing, and Research & Development and
          for no other purpose without the prior written consent of Lessor.

TERM        3. The term shall be for three (3) years and eight (8) months,
          commencing on the 1/st/ day of March, 2001, and terminating on the
          31st day of October, 2004.

RENTAL      4. Rent shall be payable to the Lessor without deduction or
          offset at such place or places as may be designated from time to time
          by the Lessor as follows:

          Sixty Seven Thousand Eight Hundred and 59/100ths Dollars ($67,800.59)
          ($1.87/SF) shall be due on March 1, 2001 representing rental payment
          for the month of March, 2001. $67,800.59 shall be due on April 1, 2001
          and on the 1st day of each and every month through October 2001. Sixty
          Nine Thousand Six Hundred Thirteen and 44/100ths Dollars ($69,613.44)
          ($1.92/SF) shall be due on November 1, 2001 and on the 1/st/ day of
          each and every month through October 2002. Seventy One Thousand Four
          Hundred Twenty Six and 29/100ths Dollars ($71,426.29) ($1.97/SF) shall
          be due on November 1, 2002 and on the 1/st/ day of each and every
          month through October 2003. Seventy Three Thousand Two Hundred Thirty
          Nine and 14/100ths Dollars ($73,239.14) ($2.02/SF) shall be due on
          November 1, 2003 and on the 1/st/ day of each and every month through
          October, 2004.


SECURITY         5. Lessee has deposited with Lessor $73,239.14 as security for
DEPOSIT        the full and faithful performance of each and every term,
               provision, covenant and condition of this Lease. In the event
               Lessee defaults in respect of any of the terms, provisions,
               covenants or conditions of this Lease, including, but not limited
               to the payment of rent, Lessor may use, apply or retain the whole
               or any part of such security for the payment of any rent in
               default or for any other sum which Lessor may spend or be
               required to spend by reason of Lessee's default. Should Lessee
               faithfully and fully comply with all of the terms, provisions,
               covenants and conditions of this Lease, the security or any
               balance thereof shall be returned to Lessee or, at the option of
               Lessor, to the last assignee of Lessee's interest in this Lease
               at the expiration of the term hereof. Lessee shall not be
               entitled to any interest on said security deposit.

POSSESSION       6. If Lessor, for any reason whatsoever, cannot deliver
               possession of the Premises to Lessee at the commencement of the
               said term, as hereinbefore specified, this Lease shall not be
               void or voidable, nor shall Lessor, or Lessor's agents, be liable
               to Lessee for any loss or damage resulting therefrom; but in that
               event the commencement and termination dates of the Lease and all
               other dates affected thereby shall be revised to conform to the
               date of Lessor's delivery of possession. The above is, however,
               subject to the provision that the period of delay of delivery of
               the Premises shall not exceed __________ days from the
               commencement date herein. If the period of delay of delivery
               exceeds the foregoing, Lessee, at his or its option, may declare
               this Lease null and void.

ACCEPTANCE       7. By entry hereunder, the Lessee accepts the Premises as being
OF             in good and satisfactory condition, unless within fifteen (15)
PREMISES       days after such entry Lessee shall give Lessor written notice
AND            specifying in reasonable detail the respects in which the
CONSENT TO     Premises were not in satisfactory condition. The Lessee agrees on
SURRENDER      the last day of the term hereof, or on sooner termination of this
               Lease, to surrender the premises, together with all alterations,
               additions, and improvements which may have been made in, to, or
               on the Premises by Lessor or Lessee, unto Lessor in the same good
               condition as at Lessee's entry into the Premises excepting for
               such wear and tear as would be normal for the period of the
               Lessee's occupancy.* The Lessee, on or before the end of the term
               or sooner termination of this Lease, shall remove all Lessee's
               personal property and trade fixtures from the premises and all
               property not so removed shall be deemed to be abandoned by the
               Lessee. If the Premises be not surrendered at the end of the term
               or sooner termination of this Lease, the Lessee shall indemnify
               the Lessor against loss or liability resulting from delay by the
               Lessee in so surrendering the Premises including, without
               limitation, any claims made by any succeeding tenant founded on
               such delay.
                  * and damage due to casualty or condemnation.

USES             8. Lessee shall not commit, or suffer to be committed, any
PROHIBITED     waste upon the Premises, or any nuisance, or other act or thing
               which may disturb the quiet enjoyment of any other tenant in or
               around the buildings in which the Premises may be located, or
               allow any sale by auction upon the Premises, or to allow the
               Premises to be used for any improper, immoral, unlawful or
               objectionable purpose, or place any loads upon the floor, walls,
               or roof which endanger the structure, or place any harmful
               liquids in the drainage system of the building. No waste
               materials or refuse shall be dumped upon or permitted to remain
               upon any part of the Premises outside of the building proper.
               No materials, supplies, equipment, finished products or semi-
               finished products, raw materials or articles of any nature shall
               be stored upon or permitted to remain on any portion of the
               Premises outside of the buildings proper.
                 *except in designated trash receptacles

                                    (other than the initial tenant improvements)
ALTERATIONS      9. The Lessee shall make no alterations, additions or
AND            improvements to the Premises or any part thereof without first
ADDITIONS      (other than the initial tenant improvements) obtaining the prior
               written consent of the Lessor. The Lessor may impose as a
               condition to the aforesaid consent such reasonable requirements
               as Lessor may deem necessary in Lessor's sole discretion,
               including without limitation thereto, the manner in which the
               work is done, a right of approval of the contractor by whom the
               work is to be performed, the times during which it is to be
               accomplished, and the requirement that upon written request of
               Lessor prior to the expiration or earlier termination of the
               Lease, Lessee will remove any or all improvements or additions to
**See Addendum the Premises installed at Lessee's expense.** All such
               alterations, additions or improvements not specified to be
               removed shall at the expiration or earlier termination of the
               lease become the property of the Lessor and remain upon and be
               surrendered with the Premises. All movable furniture, business
               and trade fixtures, and machinery and equipment shall remain the
               property of the Lessee and may be removed by the Lessee at any
               time during the Lease term. Items which are not to be deemed as
               movable furniture, business and trade fixtures, or machinery and
               equipment shall include heating, lighting, electrical systems,
               air conditioning, partitioning, carpeting, or any other
               installation which has become an integral part of the Premises.*
               The Lessee will at all times permit notices of non-responsibility
               to be posted and to remain posted until the completion of
               alterations or additions.
                  *but not including trade fixtures, computer equipment
               installation or movable partitions. See Par 36.

MAINTE-          10. Lessee shall, at Lessee's sole cost, keep and maintain the
NANCE OF       Premises and appurtenances and every part thereof,* including but
PREMISES       not limited to, glazing, sidewalks, parking areas,** plumbing,
               electrical systems, heating and air conditioning installations,
               any store front, roof covering - unless it is not feasible to
               repair the existing roof covering and a new roof covering is
               required, and the interior of the Premises in good order,
               condition, and repair. Lessor at Lessor's sole cost and expense
               shall maintain the exterior of the walls, and structural portions
               of the roof, foundations, walls, and floors except for any
               repairs caused by the wrongful act of the Lessee and Lessee's
               agents. The Lessor will replace the roof covering if repairs to
               said covering are no longer economically feasible in the judgment
               of roofing experts, and provided that said replacement is not
               made necessary by acts of the Lessee and Lessee's agents. The
               Lessee shall water, maintain and replace, when necessary, any
               shrubbery and landscaping provided by the Lessor on the Premises.
               The Lessee expressly waives the benefits of any statute now or
               hereafter in effect which would otherwise afford the Lessee the
               right to make repairs at Lessor's expense or to terminate this
               lease because of Lessor's failure to keep the Premises in good
               order, condition or repair other than those portions of the
               Premises which Lessor shall maintain and repair. *other than
               those portions of the Premises which Lessor shall maintain and
               repair. **including resealing when necessary
                 See additional paragraph 37


                           REVISED INSURANCE CLAUSE

               This Lease Clause replaces the Insurance Clause (11.) in the
               Renault & Handley Net Lease Form.

                 11.   Lessee shall not use, or permit the Premises, or any part
FIRE AND       thereof, to be used, for any purposes other than that for which
EXTENDED       the Premises are hereby leased; and no use shall be made or
COVERAGE       permitted to be made on the Premises, nor acts done, which will
INSURANCE      cause a cancellation of any insurance policy covering said
AND            building, or any part thereof, nor shall Lessee sell or permit to
SUBROGATION    be kept, used or sold, in or about the Premises, any article
               which may be prohibited by the standard form of fire insurance
               policies. Lessee shall, at his sole cost and expense, comply with
               any and all requirements, pertaining to the Premises, of any
               insurance organization or company, necessary for the maintenance
               of reasonable fire and public liability insurance, covering said
               building and appurtenances.

                 11.1  Lessee shall, at its expense, obtain and keep in force
               during the term of this Lease a policy of comprehensive public
               liability insurance insuring Lessee, Lessor, and any third
               parties named by Lessor which may include Lessor's lender, as
               additional insureds against any liability arising out of the
               condition, use, occupancy or maintenance of the Premises. Such
               insurance policy shall have a combined single limit for both
               bodily injury and property damage in an amount not less than One
               Million Dollars ($1,000,000.00). The limits of said insurance
               shall not limit the liability of Lessee hereunder.

INSURANCE        11.2  Lessee shall, at its expense, keep in force during the
               term of this Lease, a policy of fire and property damage
               insurance in an "all risk" form with a sprinkler leakage
               endorsement, insuring Lessee's inventory, fixtures, equipment and
               personal property within the Premises for the full replacement
               value thereof.

                 11.3  Lessor shall maintain a policy or policies of fire and
               property damage insurance in an "all risk" form, with sprinkler
               and, at the option of the Lessor, earthquake endorsements,
               covering loss or damage to the building, including Lessee's
               leasehold improvements installed with the written consent of the
               Lessor, for full replacement cost or in such additional amounts
               and with such coverage as Lessor deems reasonably advisable. **
               Lessee's obligation to reimburse Lessor for earthquake coverage
               premiums shall not exceed $37,500.00 per annum. Any deductible
               amount with respect to earthquake coverage shall be payable
               solely by Lessor and Lessee shall have no liability therefor.

                 11.4  Lessee shall pay to Lessor as additional rent, during the
               term hereof, upon receipt of an invoice therefore, 100 percent of
               the premiums for any insurance obtained by Lessor pursuant to
               11.3 above. Lessor may obtain such insurance for the Building
               separately, or together with other buildings and improvements
               which Lessor elects to insure together under blanket policies of
               insurance. In such case Lessee shall be liable for only such
               portion of the premiums for such blanket policies as are
               allocable to the Premises. It is understood and agreed that
               Lessee's obligation under this paragraph shall be prorated to
               reflect the Commencement Date and Expiration Date of the Lease.

                 11.5  Lessee and Lessor each hereby waives any and all rights
               of recovery against the other, or against the officers,
               directors, employees, partners;, agents and representatives of
               the other, for loss of or damage to the property of the waiving
               party or the property of the others under its control, to the
               extent such loss or damage is insured against under any insurance
               policy carried by Lessor or Lessee hereunder. Each party shall
               notify their respective insurance carriers of this waiver.


ABANDON-         12. Lessee shall not vacate or abandon the Premises at any time
MENT           during the term; and if Lessee shall abandon, vacate or surrender
               the premises, or be dispossessed by process of law, or otherwise,
               any personal property belonging to Lessee and left on the
               Premises shall be deemed to be abandoned, at the option of
               Lessor, except such property as may be mortgaged to Lessor.

               See additional paragraph 41.

FREE FROM        13. Lessee shall keep the Premises and the property in which
LIENS          the Premises are situated, free from any liens arising out of any
               work performed, materials furnished, or obligations incurred by
               Lessee. The Lessee may contest any liens filed against the
               Premises through its actions provided that it posts a bond
               adequate to protect Lessor's interest.

COMPLIANCE       14. Lessee shall, at his sole cost and expense, comply with all
WITH           of the requirements of all Municipal, State and Federal
GOVERN-        authorities now in force, or which may hereafter be in force,
MENTAL         pertaining to the Premises, and shall faithfully observe in the
REGULATIONS    use of the Premises all Municipal ordinances and State and
               Federal statutes now in force or which may hereafter be in force.
               The judgment of any court or competent jurisdiction, or the
               admission of Lessee in any action or proceeding against Lessee,
               whether Lessor be a party thereto or not, that Lessee has
               violated any such ordinance or statute in the use of the
               Premises, shall be conclusive of that fact as between Lessor and

               See additional paragraph 38.

INDEMNI-         15. The Lessee, as a material part of the consideration to be
FICATION of    rendered to the Lessor, hereby waives all claims against the
LESSOR AND     Lessor for damages to goods, wares and merchandise, and all other
LESSEE'S       personal property in, upon, or about the Premises and for
LIABILITY      injuries to persons in or about the Premises, from any cause
INSURANCE      arising at any time, excepting claims arising from the Lessor's
               negligence, and the Lessee will hold the Lessor exempt and
               harmless from any damage or injury to any person, or to the
               goods, wares and merchandise and all other personal property of
               any person, arising from the use of the Premises by the Lessee,
               or from the failure of the Lessee to keep the Premises in good
               condition and repair, as herein provided.


ADVERTISE-       16. Lessee will not place or permit to be placed, in, upon or
MENTS AND      about the Premises any unusual or extraordinary signs, or any
SIGNS          signs not approved by the city or other governing authority. The
               Lessee will not place, or permit to be placed, upon the Premises,
               any signs, advertisements or notices *without the written consent
               of the Lessor first had and obtained. Any sign so placed on the
               Premises shall be so placed upon the understanding and agreement
               that Lessee will remove same at the termination of the tenancy
               herein created and repair any damage or injury to the Premises
               caused thereby, and if not so removed by Lessee then Lessor may
               have same so removed at Lessee's expense.

                  *visible from the exterior of the Premises

UTILITIES        17. Lessee shall pay for all water, gas, heat, light, power,
               telephone service and all other service supplied to the Premises.

ATTORNEY'S       18. In case suit should be brought for the possession of the
FEES           Premises, for the recovery of any sum due hereunder, or because
               of the breach of any other covenant herein, the losing party
               shall pay to the prevailing party a reasonable attorney's fee,
               which shall be deemed to have accrued on the commencement of such
               action and shall be enforceable whether or not such action is
               prosecuted to judgment.

DEFAULT          19. In the event of any breach of this Lease by the Lessee, or
               an abandonment of the Premises by the Lessee, the Lessor has the
               option of 1) removing all persons and property from the Premises
               and repossessing the Premises in which case any of the Lessee's
               property which the Lessor removes from the Premises may be stored
               in a public warehouse or elsewhere at the cost of, and for the
               account of Lessee, or 2) allowing the Lessee to remain in full
               possession and control of the Premises. If the Lessor chooses to
               repossess the Premises, the Lease will automatically terminate in
               accordance with provisions of the California Civil Code, Section
               1951.2. In the event of such termination of the Lease, the Lessor
               may recover from the Lessee: 1) the worth at the time of award of
               the unpaid rent which had been earned at the time of termination
               including interest at 7% per annum; 2) the worth at the time of
               award of the amount by which the unpaid rent which would have
               been earned after termination until the time of award exceeds the
               amount of such rental loss that the Lessee proves could have been
               reasonably avoided including interest at 7% per annum; 3) the
               worth at the time of award of the amount by which the unpaid rent
               for balance of the term after the time of award exceeds the
               amount of such rental loss that the Lessee proves could be
               reasonably avoided; and 4) any other amount necessary to
               compensate the Lessor for all the detriment proximately caused by
               the Lessee's failure to perform his obligations under the Lease
               or which in the ordinary course of things would be likely to
               result therefrom. If the Lessor chooses not to repossess the
               premises, but allows the Lessee to remain in full possession and
               control of the Premies, then in accordance with provisions of the
               California Civil Code, Section 1951.4, the Lessor may treat the
               Lease as being in full force and effect, and may collect from the
               Lessee all rents as they become due through the termination date
               of the lease as specified in the lease. For the purposes of this
               paragraph, the following do not constitute a termination of
               Lessee's right to possession:
               a) Acts of maintenance or preservation or efforts to relet the
               b) The appointment of a receiver on the initiative of
                  the Lessor to protect his interest under this Lease.

                 See additional paragraph 41

LATE             20. Lessee hereby acknowledges that late payment by Lessee to
CHARGES        Lessor of rent and other sums due hereunder will cause Lessor to
               incur costs not contemplated by this Lease, the exact amount of
               which will be extremely difficult to ascertain. such costs
               include, but are not limited to, processing and accounting
               charges, and late charges which may be imposed on Lessor by the
               terms of any mortgage or trust deed covering the Premises.
               Accordingly, if any installment of rent or any other sum due from
               Lessee shall not be received by Lessor or Lessor's designee
               within ten (10) days after such amount shall be due, Lessee shall
               pay to Lessor a late charge equal to ten percent (10%) of such
               overdue amount. The parties hereby agree that such late charge
               represents a fair and reasonable estimate of the costs Lessor
               will incur by reason of late payment by Lessee. Acceptance of
               such late charge by Lessor shall in no event constitute a waiver


               Lessee's default with respect to such overdue amount, nor prevent
               Lessor from exercising any of the other rights and remedies
               granted hereunder.

               See additional paragraph 39

SURRENDER        21. The voluntary or other surrender of this Lease by Lessee,
OF LEASE       or a mutual cancellation thereof, shall not work a merger, and
               shall, at the option of Lessor, terminate all or any existing
               subleases or subtenancies, or may, at the option of Lessor,
               operate as an assignment to him of any or all such subleases or

TAXES            22. The Lessee shall be liable for all taxes levied against
               personal property and trade or business fixtures. The Lessee also
               agrees to pay, as additional rental, during the term of this
               Lease and any extensions thereof, all real estate taxes plus the
               yearly installments of any special assessments which are of
               record or which may become of record during the term of this
               lease. If said taxes and assessments are assessed against the
               entire building and building site, and this Lease does not cover
               the entire building or building site, the taxes and assessment
               installments allocated to the Premises shall be prorated on a
               square footage or other equitable basis, as calculated by the
               Lessor. It is understood and agreed that the Lessee's obligation
               under this paragraph will be pro-rated to reflect the
               commencement and termination dates of this Lease.

NOTICES          23. All notices to be given to Lessee may be given in writing
               personally or by depositing the same in the United States mail,
               postage prepaid, and addressed to Lessee at the said Premises,
               whether or not Lessee has departed from, abandoned or vacated the

               See additional paragraph 40

ENTRY BY         24. Lessee shall permit Lessor and his agents to enter into and
LESSOR         upon the Premises at all reasonable times* for the purpose of
               inspecting the same or for the purpose of maintaining the
               building in which the Premises are situated, or for the purpose
               of making repairs, alterations or additions to any other portion
               of said building, including the erection and maintenance of such
               scaffolding, canopies, fences and props as may be required
               without any rebate of rent and without any liability to Lessee
               for any loss of occupation or quiet enjoyment of the Premises
               thereby occasioned;** and shall permit Lessor and his agents, at
               any time within ninety days prior to the expiration of this
               Lease, to place upon the Premises any usual or ordinary "For
               Sale" or "To Lease" signs and exhibit the Premises to prospective
               tenants at reasonable hours. * with prior written notice to Lesee
               (other than in case of emergency) ** Lessor will use reasonable
               efforts not to interfere with Lessee's use of the Premises

DESTRUCTION      25. In the event of a partial destruction of the Premises
OF PREMISES    during the said term from any cause, covered by insurance Lessor
               shall forthwith repair the same, provided such repairs can be
               made within ninety (90) days under the laws and regulations of
               State, Federal, County or Municipal authorities, but such partial
               destruction shall in no way annul or void this Lease, except that
               Lessee shall be entitled to a proportionate reduction of rent
               while such repairs are being made, such proportionate reduction
               to be based upon the extent to which damage and the making of
               such repairs shall interfere with the business carried on by
               Lessee in the Premises. If such repairs cannot be made in ninety
               (90) days, Lessor may, at his option, make same within a
               reasonable time, this Lease continuing in full force and effect
               and the rent to be proportionately reduced as aforesaid in this
               paragraph provided. In the event that Lessor does not so elect to
               make such repairs which cannot be made in ninety (90) days, or
               such repairs cannot be made under such laws and regulations, this
               Lease may be terminated at the option of either party. In respect
               to any partial destruction which Lessor is obligated to repair
               or may elect to repair under the terms of this paragraph, the
               provision of Section 1932, Subdivision 2, and of Section 1933,
               Subdivision 4, of the Civil Code of the State of California are
               waived by Lessee. In the event that the building in which the
               Premises may be situated be destroyed to the extent of not less
               than 33 1/3% of the replacement cost thereof, Lessor may elect to
               terminate this Lease, whether the Premises be injured or not. A
               total destruction of the building shall terminate this Lease. In
               the event of any dispute between Lessor and Lessee relative to
               the provisions of this paragraph, they shall each select an
               arbitrator, the two arbitrators so selected shall select a third
               arbitrator and the three arbitrators so selected shall hear and
               determine the controversy and their decision thereon shall be
               final and binding upon both Lessor and Lessee, who shall bear the
               cost of such arbitration equally between them.

                 **See Addendum

ASSIGNMENT       26. The Lessee shall not assign, transfer, or hypothecate the
AND SUBLET-    leasehold estate under this Lease, or any interest therein, and
TING           shall not sublet the Premises, or any part thereof, or any right
               or privilege appurtenant thereto, or suffer any other person or
               entity to occupy or use the Premises, or any portion thereof,
               without, in each case, the prior written consent of the Lessor.*
               As a condition for granting its consent to any subletting the
               Lessor may require the Lessee to agree to pay to the Lessor, as
               additional rental, all 50% of rents received by the Lessee from
               its Sublessee which are in excess of the amount payable by the
               Lessee to the Lessor hereunder. The Lessee shall, by thirty (30)
               days written notice, advise the Lessor of its intent to sublet
               the Premises or any portion thereof for any part of the term
               hereof. within thirty (30) days after receipt of Lessee's notice,
               Lessor shall either give or refuse to give approval to Lessee to
               sublease the portion of the Premises described in Lessee's
               notice. If the Lessor approves a subletting, the Lessee may
               sublet immediately after receipt of the Lessor's written
               approval. In the event Lessee is allowed to assign, transfer or
               sublet the whole or any part of the Premises, with the prior
               written consent of Lessor, no assignee, transferee or sublessee
               shall assign or transfer this Lease, either in whole or in part,
               or sublet the whole or any part of the Premises, without also
               having obtained the prior written consent of the Lessor.* A
               consent of Lessor to one assignment, transfer, hypothecation,
               subletting, occupation or use by any other person shall not
               release Lessee from any of Lessee's obligations hereunder or be
               deemed to be a consent to any subsequent similar or dissimilar
               assignment, transfer, hypothecation, subletting, occupation or
               use by any other person. Any such assignment, transfer,
               hypothecation, subletting, occupation or use without such consent
               shall be void and shall constitute a breach of this Lease by
               Lessee and shall, at the option of Lessor exercised by written
               notice to Lessee, terminate this Lease. The leasehold estate
               under this Lease shall not, nor shall any interest therein, be
               assignable for any purpose by operation of law without the
               written** consent of Lessor. As a condition to its consent,
               Lessor may require Lessee to pay all expense in connection with
               the assignment, and Lessor may require Lessee's assignee or
               transferee (or other assignees or transferees) to assume in
               writing all of the obligations under this Lease.
                 *Lessor agrees not to unreasonably withhold consent to sublet
               or assign.

CONDEM-          27. If any part of the premises shall be taken for any public
NATION         or use, under any statute or by right of eminent domain or
               private purchase in lieu thereof, and a part thereof remains
               which is susceptible of occupation hereunder, this Lease shall,
               as to the part so taken, terminate as of the date title shall
               vest in the condemnor or purchaser, and the rent payable
               hereunder shall be adjusted so that the Lessee shall be required
               to pay for the remainder of the term only such portion of such
               rent as the value of the part remaining after such taking bears
               to the value of the entire


               Premises prior to such taking; but in such event Lessor shall
               have the option to terminate this Lease as of the date when title
               to the part so taken vests in the condemnor or purchaser. If all
               of the premises, or such part thereof be taken so that there does
               not remain a portion suitable for the conduct of Lessee's
               business, this Lease shall thereupon terminate. If a part or all
               of the Premises be taken, all compensation awarded upon such
               taking shall go to the Lessor and the Lessee shall have no claim
               thereto. * See Addendum

EFFECT OF        28. The term "Lessor" as used in this Lease, means only the
CONVEYANCE     owner for the time being of the land and building containing the
               Premises, so that, in the event of any sale of said land or
               building, or in the event of a lease of said building, the Lessor
               shall be and hereby is entirely freed and relieved of all
               covenants and obligations of the Lessor hereunder, and it shall
               be deemed and construed, upon agreement between the parties and
               the purchaser at any such sale, or the Lessee of the building,
               that the purchaser or lessee of the building has assumed and
               agreed to carry out any and all covenants and obligations of the
               Lessor hereunder. If any security be given by the Lessee to
               secure the faithful performance of all or any of the covenants of
               this Lease on the part of the Lessee, the Lessor shall transfer
               and deliver the security, as such, to the purchaser at any such
               sale or the lessee of the building, and thereupon the Lessor
               shall be discharged from any further liability in reference

SUBORDI-         29. Lessee agrees that this Lease may, at the option of Lessor,
NATION         be subject and subordinate to any mortgage, deed of trust or
               other instrument of security which has been or shall be placed on
               the land and building or land or building of which the Premises
               form a part, and this subordination is hereby made effective
               without any further act of Lessee. The Lessee shall, at any time
               hereinafter, on demand, execute any instruments, releases, or
               other documents that may be required by any mortgagee, mortgagor,
               or trustor or beneficiary under any deed of trust for the purpose
               of subjecting and subordinating this Lease to the lien of any
               such mortgage, deed of trust or other instrument of security, and
               the failure of the Lessee to execute any such instruments,
               releases or documents, shall constitute a default hereunder. **

               ** See Addendum

WAIVER           30. The waiver by Lessor of any breach of any term, covenant or
               condition, herein contained shall not be deemed to be a waiver of
               such term, covenant or condition or any subsequent breach of the
               same or any other term, covenant or condition therein contained.
               The subsequent acceptance of rent hereunder by Lessor shall not
               be deemed to be a waiver of any preceding breach by Lessee of any
               term, covenant or condition of this Lease, other than the failure
               of Lessee to pay the particular rental so accepted, regardless of
               Lessor's knowledge of such preceding breach at the time of
               acceptance of such rent.

HOLDING          31. Any holding over after the expiration of the said term,
OVER           with the consent of Lessor, shall be construed to be a tenancy
               from month to month, at a rental to be negotiated by Lessor and
               Lessee prior to the expiration of said term, and shall otherwise
               be on the terms and conditions herein specified, so far as

SUCCESSORS       32. The covenants and conditions herein contained shall,
AND            subject to the provisions as to assignment, apply to and bind the
ASSIGNS        heirs, successors, executors, administrators and assigns of all
               of the parties hereto; and all of the parties hereto shall be
               jointly and severally liable hereunder.

TIME             33. Time is of the essence of this Lease.

MARGINAL         34. The marginal headings or titles to the paragraphs of this
CAPTIONS       Lease are not a part of this Lease and shall have no effect upon
               the construction or interpretation of any part thereof. This
               instrument contains all of the agreements and conditions made
               between the parties hereto and may not be modified orally or in
               any other manner than by an agreement in writing signed by all of
               the parties hereto or their respective successors in interest.

               PARAGRAPHS 35, 36, 37, 38, 39, 40, 41 and Addendum attached
               hereto are hereby made a part of this Lease.


                 IN WITNESS WHEREOF, Lessor and Lessee have executed these
               presents, the day and year first above written.

                              LESSOR                             LESSEE
                  MIDDLEFIELD ROAD JOINT VENTURE            OPEN TV, INC.

                 /s/ R.G. Handley                      /s/ Mark Meagler
               -----------------------------------     -------------------------
               March 5, 2001                           VP Finance
               -----------------------------------     -------------------------
                                                       February 27, 2001
               ___________________________________     -------------------------


                             ADDITIONAL PARAGRAPHS

The following additional paragraphs are hereby made a part of that certain lease
dated January 22, 2001, by and between Middlefield Road Joint Venture, as
Lessor, and Open TV, Inc., as Lessee, covering the Premises located adjacent to
415 E. Middlefield Road, Mountain View, California.

     35.  Lessor will indemnify Lessee from and against all costs of response,
corrective action, remedial action, claims, demands, losses and liabilities
arising from any pre-existing environmental contamination which may have
occurred prior to the Lessee taking possession of the Premises.

Lessee will only be responsible for contamination of the Premises or the soils
or ground water thereon or thereunder in violation of Hazardous Materials Laws,
that is caused by Lessee or Lessee's agents, contractors or invitees during the
term as may be extended. All hazardous materials and toxic wastes that Lessee
brings on the Premises shall be stored according to Hazardous Materials' Law.

All hazardous materials and toxic wastes that Lessee brings on the site shall be
stored according to all local, state and national government regulations.
Hazardous Materials shall be defined as those substances that are recognized as
posing a risk of injury to health or safety by the Santa Clara Fire Department,
the Santa Clara County Health Department, the Regional Water Quality Control
Board, the State of California or the Federal Government.

For purposes of this Lease, "Hazardous Materials Law" shall mean all local,
state and federal laws, statutes, ordinances, rules, regulations, judgements,
injunctions, stipulations, decrees, orders, permits, approvals, treaties or
protocols now or hereafter enacted, issued or promulgated by any governmental
authority which relate to any Hazardous Material or the use, handling,
transportation, production, disposal, discharge, release, emission, sale or
storage of, or the exposure of any person to, a Hazardous Material.

     36.  During the term of the Lease and any extension thereof, the Lessee
shall be permitted to make any additional non-structural improvements or
alterations without the Lessor's consent, provided however, that said
improvements or alterations do not exceed $25,000.00 in cost, and such
improvements or alterations will be subject to the provisions of paragraph 9 of
the Lease (other than the requirement that Lessee obtain Lessor's prior written
consent to making such improvements or alterations).

     37.  With respect to the replacement of capital items, the Lessee will only
be responsible to reimburse the Lessor as additional rental, its pro rata share
of the cost of said items, based upon the useful life of the items and the
remaining term of the Lease including any extension thereof.

     38.  The Lessor will deliver the shell building to the Lessee in
ADA-compliant condition. The Lessee shall be responsible for providing and
maintaining ADA-compliant interior improvements. Notwithstanding the provisions
of paragraph 14, Lessee shall not have any obligation to construct structural or
capital improvements or repairs to the shell mandated by any governmental
authority except to the extent that such structural or capital improvements are
required as a specific result of the Lessee's particular use of the Premises or
the construction of the Lessee's improvements or alterations.

     39.  The Lessor will provide verbal (via telephone) and written notice (via
facsimile) to the Lessee after the fifth day of the month but before the tenth
day of the month if the rental payment is late. A late fee will be assessed per
paragraph 20 of the Lease if payment is not made by the 10th day of the month.

     40.  Until further written notice by either party, notices per paragraph 23
of the Lease to be delivered as follows:


To Lessor:  Middlefield Road Joint Venture
            c/o Renault & Handley
            2500 El Camino Real, Suite 100
            Palo Alto, CA 94306
            Attention: George McKee
            Facsimile: (415) 493-7935

To Lessee:  OPEN TV, INC.
            401 East Middlefield Road
            Mountain View, CA 94043-4005
            Attn: Marilyn Wilshin

     41.  For all purposes in this Lease, the term "abandonment" and "abandon"
shall refer to abandonment of the Premises by Lessee for any period during which
Lessee is in default in the payment of rent or other obligation of Lessee
hereunder (other than the obligation not to abandon the Premises).



Added to paragraph 9: **provided that at the time of granting its consent
thereto, Lessor indicated that removal of the same would be required at the
expiration or sooner termination of the Lease. Lessor agrees that Lessee shall
have not obligation to remove the initial tenant improvements at the expiration
or sooner termination of the Lease.

Added to the end of paragraph 25: **Notwithstanding the foregoing, if Lessor
elects or is obligated to restore the Premises, Lessor shall within ten days of
the casualty, provide Lessee with an estimate of the time required for
restoration ("Lessor's Estimate"). If the restoration is not completed within
thirty days of Lessor's Estimate, Lessee shall have the right to terminate this
Lease, effective as of the date of the Lessee's notice, until such time as
Lessor has notified Lessee that the Premises are completed. Lessee shall also
have the right to terminate the Lease if any damage occurs in the last year of
the Lease Term.

Added to the end of paragraph 26: **Prior to remitting to Lessor any excess
rents due Lessor hereunder, Lessee shall first be entitled to deduct therefrom
all reasonable costs incurred to effect such assignment or sublease, including
but not limited to brokerage fees, attorneys fees, tenant improvements and rent
concessions, as well as the unamortized value of all tenant improvements made to
the Premises by Lessee.

Notwithstanding anything to the contrary contained in this Lease:

A.   Lessee may assign, transfer or hypothecate the leasehold estate under this
Lease or sublet the Premises, or any part thereof, or any right or privilege
appurtenant thereto to any entity which controls, is controlled by, or is under
common control with Lessee; to any entity which results from a reorganization,
merger or consolidation or Lessee or the parent of Lessee; to any entity which
acquired substantially all of the stock or assets of Lessee (each, a "Permitted
Transfer"), provided that (i) such transfer or assignment shall not relieve
Lessee of its personal and primary obligation to pay the rent and perform all
the other obligations to be performed by Lessee hereunder; and (ii) any such
assignee or transferee has a financial net worth equal at least to Lessee's as
of the commencement date.

B.   In addition, a sale or transfer of the capital stock of Lessee shall be
deemed a Permitted Transfer if such sale occurs in connection with any bona fide
financing or capitalization for the benefit of Lessee.

Added to the end of paragraph 27: *However, Lessee shall have the right to seek
a separate award from the condemning authority for its moving expenses, and
tenant improvements paid for by Lessee and its trade fixtures.

Added to the end of paragraph 29: ** Lessor agreeds, that it will obtain a non-
disturbance agreement from any Mortgagee.