EXHIBIT 10.9
Lease No. 12858
MASTER LEASE AGREEMENT ("Master Agreement") made as of July 20, 1995 between
--
DATA GENERAL CORPORATION, a Delaware corporation with a principal place of
business at 0000 Xxxxxxxx Xxxxx, Xxxxxxxx XX 00000 ("Lessor") and Virtual
Realty/Network Inc. with a principal place of business at 0000 XxxXxxxxx Xxxx.
Xxxxxxx Xxxxx, XX 00000 ("Lessee")
1. LEASE. Lessor leases to Lessee, and Lessee hires from Lessor, the
equipment, software licenses and other tangible or intangible personal property
described in each Lease Schedule executed under this Master Agreement. All such
property is referred to as "Leased Property." When Leased Property is installed,
the parties shall promptly complete and execute a Lease Schedule in the form
attached as Schedule A.
2. SCHEDULES.
2.1 Each Lease Schedule shall evidence 3 separate "Lease Agreement"
covering the Leased Property described therein and incorporating the terms of
this Master Agreement and any additional terms agreed to in the Lease Schedule.
2.2 Each Lease Schedule shall be executed in one or more counterparts, each
bearing a unique number, only one of which shall be "Counterpart No. 1." Each
executed counterpart shall be deemed an original as between the parties, but if
and to the extent that a Lease Schedule constitutes "chattel paper" as defined
in the Uniform Commercial Code, no security interest in the Lease Schedule may
be created through the transfer or possession of any counterpart other than
Counterpart No. 1. This Master Agreement shall not itself be chattel paper.
3. TERM.
3.1 This Master Agreement shall take effect on the date when signed by both
parties, and shall continue in effect so long as any Lease Agreement made
hereunder remains in effect or, if no Lease Agreement is in effect, until either
party gives a notice of cancellation to the other.
3.2 The Lease Term of each Lease Agreement shall have the commencement date
and duration specified in the Lease Schedule. No Lease Agreement shall be
cancelable or terminable by Lessee before the end of its Lease Term except as
provided in this Master Agreement.
4. TITLE AND OWNERSHIP.
4.1 Supply Contracts. Lessor shall acquire Leased Property pursuant to the
sale and license terms ("Supply Contracts") of the respective suppliers. Except
while there is an uncured Event of Default, Lessor, to the extent of its power
to do so, assigns to Lessee, and Lessee shall have the benefit of, any
warranties, service agreements and patent and copyright indemnities given to
Lessor with respect to Leased Property under
1
the Supply Contracts. Lessee's sole remedy for the breach of any such
warranty, service agreement or indemnity shall be against the manufacturer,
licensor or supplier by whom it was given (including, if applicable, Data
General Corporation in its capacity as manufacturer, licensor or supplier)
but not against Lessor, nor shall any such breach alter the respective
obligations of Lessor and Lessee under this Master Agreement or any Lease
Agreement.
4.2 Title. Lessee acknowledges Lessor's title to Leased Property.
Lessee has only a lessee's interest and no other right, title or interest in
Leased Property. Lessee shall not sell, mortgage, assign, transfer, sub-lease,
lend, relinquish possession of or encumber any Leased Property, or permit or
attempt any of the acts stated above, without Lessor's prior written consent.
4.3 Encumbrances. At Lessee's cost, Lessee shall protect and defend
Lessor's ownership against all claims, liens, charges and legal processes of
Lessee, its creditors and all other persons, and take such action as may be
necessary (a) to remove any such encumbrance, and (b) to prevent any third
party from acquiring any interest in Leased Property including, without
limitation, avoiding any action by which Leased Property may be deemed to be a
part of any real estate. At Lessor's request, Lessee shall obtain written
waiver of the right to secure a lien on Leased Property from the owner,
mortgagee and beneficiaries under deeds of trust of each Installation
Location.
4.4 Identification. Lessee shall, upon the request of Lessor and at
Lessee's expense, firmly affix to the Leased Property, in a conspicuous place,
such identification as Lessor may supply showing Lessor as owner and Lessor of
the Leased Property. Lessee shall not remove any logos, marks or other such
identification without the prior written consent of Lessor.
5. RENT AND PAYMENT OBLIGATIONS.
5.1 Payments. Lessee shall pay Lessor the rental amounts specified
in the pertinent Lease Schedule. The first rental payment shall be due and
payable on the payment date specified in the Lease Schedule. Subsequent rental
payments shall be due on the same day of each succeeding month of the Lease
Term, unless a longer interval is specified in the Lease Schedule. A pro-rata
rental payment shall be made with and in addition to the first rental payment
for the period, if any, from the acceptance date to the day preceding the
first rental payment date. All rents and other payments shall be made to
Lessor at the address specified in the Lease Schedule or at such other address
as may be designated to Lessee in writing by Lessor or by an assignee of
Lessor pursuant to Section 11.
5.2 Late Payments. Lessee agrees to pay a late charge on any
periodic payment not paid within ten (10) days after its due date, equal to
one and one-half percent (1.5%) of the overdue payment for each payment period
that the payment remains unpaid. Collection of a late payment charge shall not
prejudice any other remedies Lessor may have for default.
5.3 NET LEASE. EACH LEASE AGREEMENT SHALL BE A NET LEASE, AND
LESSEE'S OBLIGATION TO PAY ALL RENT AND OTHER SUMS WHEN DUE
AND TO PERFORM ALL OTHER OBLIGATIONS UNDER EACH LEASE AGREEMENT SHALL BE
ABSOLUTE AND UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT,
REDUCTION, SET-OFF, DEFENSE, COUNTERCLAIM, INTERRUPTION, DEFERMENT OR
RECOUPMENT FOR ANY REASON. No obligation of Lessee shall be affected by any
defect in or damage to or loss or destruction of all or any part of the Leased
Property from any cause whatsoever, or by any interference with Lessee's use
of the Leased Property by any person or for any cause whatsoever. Any claims
respecting the condition or operation of the Leased Property shall be made
solely against the manufacturers, licensors and suppliers of the Leased
Property, and Lessee shall nevertheless pay Lessor or its successors and
assigns all amounts due and payable under the Lease Agreement.
6. TAXES
6.1 Lessee shall pay when due or reimburse to Lessor, and shall
defend and indemnify Lessor on a net after tax basis, against all sales, use,
value add, excise and other taxes, fees, assessments and all other charges
(including interest and penalties) imposed by any governmental body or agency
upon the purchase, ownership, license, possession, leasing, operation, use or
disposition of any Leased Property, any Lease Agreement or the rentals or
other payments, excluding only taxes on or measured by Lessor's net income.
Lessee shall prepare and file promptly with the appropriate offices any and
all tax and similar returns required to be filed (sending copies to Lessor)
or, if requested by Lessor, shall notify Lessor of such requirement and
furnish Lessor with all information required by Lessor to effect such filing.
Lessee's obligation under this Sub-section shall commence with the Acceptance
Date of each Lease Agreement and shall survive the expiration or earlier
termination of such Lease Agreement.
6.2 Taxable Status. Lessor disclaims all liability arising from
Lessee's treatment of any Lease Agreement or rental payment for financial,
accounting or tax purposes. Lessee represents that it is relying solely on its
own legal counsel and accountants with respect to such matters.
7. MAINTENANCE; ALTERATIONS. Lessee, at its expense, shall keep all
Leased Property in good condition and working order, ordinary wear and tear
from proper use excepted. Lessee shall keep in force maintenance and support
agreements with the suppliers of Leased Property or other qualified service
vendors reasonably acceptable to Lessor. Lessee shall not make or suffer any
alteration or attachment which would violate the maintenance and support
agreements or relieve the service vendors of their obligations. Lessor's
consent shall be required for all alterations and attachments except those
which do not impair the commercial value or usefulness of the Leased Property
and which can be readily removed without causing damage. All attachments and
alterations requiring Lessor's consent shall be removed by Lessee before the
return of the Leased Property. All attachments and alterations not removed
shall constitute accessions to the Leased Property owned by Lessor.
8. USE AND LOCATION. Lessee shall use Leased Property only in the
ordinary conduct of its business, operated by qualified employees adhering to
instructions of the
manufacturer applicable to operation, condition and maintenance of the Leased
Property. Lessee shall obtain all permits and licenses necessary for the
operation of the Leased Property and comply with all other applicable laws and
regulations. Lessee shall not relocate Leased Property from its Installation
Location, or part with possession or control of Leased Property, without
Lessor's prior written consent. Lessee shall be responsible for all charges
and expenses of such relocation. Lessor shall have the right to inspect Leased
Property during normal business hours any time after delivery.
9. DISPOSITION OF LEASED PROPERTY AT EXPIRATION OF TERM. At the
expiration of the Lease Term, if Lessee is not then in default, Lessee may
retain possession and use of the Leased Property indefinitely, subject to
payment to DGC of a monthly rental in the same amount as the monthly payment
previously made under the lease. Lessee may terminate this post-lease rental
arrangement as of the last day of any calendar month which occurs on or after
expiration of the lease, by written notice to DGC given not less than sixty
(60) days before the termination date stated in the notice. On or as of such
termination date, Lessee may purchase the former Leased Property at a mutually
agreeable price. If by such termination date the parties have failed to agree
on purchase terms, DGC shall take possession of the former Leased Property,
which Lessee agrees to deliver to DGC in the same condition as when received,
except for normal wear and tear, and free of any encumbrance made or suffered
by Lessee.
10. WARRANTIES; DISCLAIMER.
10.1 Quiet Enjoyment. Lessor warrants that so long as no event of
default has occurred, neither Lessor nor its successors or assigns nor anyone
claiming by, under or through Lessor will interfere with Lessee's quiet
enjoyment and use of Leased Property.
10.2 DISCLAIMER. LESSOR LEASES THE LEASED PROPERTY "AS IS." EXCEPT
FOR LESSOR'S WARRANTY OF QUIET ENJOYMENT, LESSOR MAKES NO WARRANTIES, EXPRESS
OR IMPLIED, CONCERNING THE LEASED PROPERTY, AND DISCLAIMS ANY WARRANTY OF
FITNESS FOR A PARTICULAR PURPOSE OR OF MERCHANTABILITY. LESSEE HEREBY WAIVES
ALL CLAIMS AGAINST LESSOR, INCLUDING ANY BASED ON STRICT OR ABSOLUTE LIABILITY
IN TORT, WHICH LESSEE MIGHT HAVE AGAINST LESSOR FOR ANY LOSS OR DAMAGES,
INCLUDING INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. LESSEE ASSUMES SOLE
RESPONSIBILITY FOR THE SELECTION OF LEASED PROPERTY AND THE SUPPLIERS THEREOF
(INCLUDING DATA GENERAL CORPORATION) BASED UPON ITS OWN JUDGMENT, AND
DISCLAIMS ANY RELIANCE ON STATEMENTS MADE BY DATA GENERAL CORPORATION OR ITS
AGENTS .
11. ASSIGNMENT. LESSOR'S RIGHTS, TITLE, AND INTEREST IN AND TO THIS
MASTER AGREEMENT, OR ANY LEASE AGREEMENT OR LEASED PROPERTY MAY BE TRANS-
FERRED AND ASSIGNED BY LESSOR WITHOUT
NOTICE, AND LESSOR'S ASSIGNEE SHALL HAVE ALL THE RIGHTS, POWERS, PRIVILEGES
AND REMEDIES OF LESSOR UNDER THIS MASTER AGREEMENT. LESSEE ALSO AGREES AND
CONSENTS TO FURTHER ASSIGNMENTS OR SALES BY THE THEN ASSIGNEE.
LESSEE AGREES NOT TO ASSERT AGAINST ANY ASSIGNEE ANY DEFENSE, SET-
OFF, RECOUPMENT, CLAIM OR COUNTERCLAIM WHICH LESSEE MAY HAVE AGAINST LESSOR,
WHETHER ARISING UNDER A LEASE AGREEMENT OR OTHERWISE. LESSOR AND ALL SUCH
ASSIGNEES ARE INDEPENDENT CONTRACTORS AND NONE SHALL BE DEEMED TO BE THE
PRINCIPAL, AGENT, REPRESENTATIVE, PARTNER OR JOINT VENTURER OF THE OTHER.
LESSEE SHALL NOT BE ENTITLED TO TERMINATE, AMEND OR ASSIGN THIS
MASTER AGREEMENT OR ANY LEASE AGREEMENT WITHOUT THE WRITTEN CONSENT OF SUCH
ASSIGNEE.
12. ADDITIONAL ASSURANCES. At Lessor's request, Lessee shall execute,
acknowledge and deliver such documents and take such action as Lessor deems
necessary to more effectively evidence Lessor's title to the Leased Property
covered by each Lease Agreement and protect Lessor's interests therein, in
accordance with the Uniform Commercial Code or other applicable law including,
without limitation, the filing of financing and continuation statements. Where
permitted by law, Lessee authorizes Lessor to make such filings without
Lessee's signature.
13. LESSOR'S PERFORMANCE OF LESSEE'S OBLIGATIONS. If Lessee shall fail to
perform its obligations under this Master Agreement or any Lease Agreement,
Lessor or any assignee of Lessor may, at its option, perform the obligation
for the account of Lessee without waiving the default and without discharging
Lessee from the obligation. All expenses paid or incurred by Lessor in such
performance shall be payable by Lessee on demand in addition to rental
payments, together with interest at the rate of one and a half percent (1.5%)
per month or the highest lawful rate, whichever is less.
14. REPORTS. Lessee agrees to deliver to Lessor, within ninety (90) days
of the close of each fiscal year of Lessee, Lessee's current Annual Report or
other financial statements satisfactory to Lessor, certified by certified
public accountants. Lessee represents such reports shall be a true and
complete statement of Lessee's financial condition which Lessor may show to
financial institutions of Lessor's choice on a confidential basis.
15. INDEMNITY. Lessee shall indemnify, defend and hold harmless Lessor
its successors and assigns from and against all losses, damages, injuries,
claims, fines, liabilities, demands, and expenses, including attorney's fees
and court costs, arising out of or pertaining to any Lease Agreement or Leased
Property, including the purchase, ownership, transportation, delivery,
installation, leasing, possession, use, operation, maintenance, storage and
return of the Leased Property, except any liability resulting from the gross
negligence or wilful misconduct of Lessor. Lessee and Lessor each agree
to give the other prompt written notice of any claim or liability indemnified
against. This indemnity shall survive the expiration or termination of this
Master Agreement or any Lease Agreement.
16. RISK OF LOSS. From the delivery of Leased Property until its return
pursuant to Section 9, Lessee shall bear the entire risk of loss, damage, theft
or destruction of Leased Property from any and every cause, and no such event
shall relieve Lessee of its obligation to pay rent or perform its other
obligations under any Lease Agreement. In the event of damage to Leased
Property, Lessee shall at its own expense repair the damage and restore the
Leased Property to its previous condition. If any Leased Property is lost,
stolen or damaged beyond repair, Lessee shall promptly notify Lessor and shall,
at Lessor's option, (a) replace the Leased Property with like property in good
condition and working order acceptable to Lessor, and transfer title to the
replacement property to Lessor, free and clear of all liens, claims and
encumbrances, which replacements shall then be subject to the applicable Lease
Agreement; or (b) pay Lessor an amount determined in accordance with Sub-section
19.5, whereupon the Lease Agreement shall terminate as to such Leased Property
and Lessor's interest therein shall pass to Lessee on an as-is, where-is basis,
without recourse or warranty.
17. INSURANCE. From the delivery of Leased Property until its return
pursuant to Section 9, Lessee shall at Lessee's expense carry and maintain the
coverages specified in paragraphs 17.1 and 17.2 with insurance companies
reasonably satisfactory to Lessor:
17.1 Property insurance providing "all risk" coverage in an amount not
less than the replacement cost of the Leased Property;
17.2 General liability insurance covering liability for damage to third
party property and bodily injury to third parties, in amounts satisfactory to
Lessor. Such insurance shall name Lessor (or any successor, assignee or secured
party of Lessor who requests it) as loss payee for the all risk coverage and as
an additional insured for the liability coverage, and provide thirty (30) days'
written notice of any lapse, cancellation or material change of coverage.
Lessee will promptly provide to Lessor evidence of insurance coverage at the
commencement of each Lease Agreement and annually thereafter. As long as no
Event of Default is uncured, Lessor shall remit all risk insurance proceeds to
Lessee when Lessee either provides satisfactory evidence of restoration or pays
Lessor the amount due upon an event of loss under Section 16. At Lessee's
option, coverage under a DGC Business Recovery On-Site Service Addendum will be
acceptable in lieu of the coverage required by Paragraph 17.1.
18. DEFAULT. Each of the following shall be deemed an Event of Default:
18.1 Lessee shall default in the payment when due of any rental payment or
other sums payable under any Lease Agreement; or
18.2 Lessee shall default in the observance or performance of any other
obligation in this Master Agreement or any Lease Agreement and such default
shall continue for a period of fifteen (15) days; or
18.3 Lessee shall default in the performance of any obligation or in the
payment of any sum due to Lessor under any other agreement; or
18.4 Lessee (which term, for purposes of this Sub-section and Sub-
sections 18.5, 18.6 and 18.7 below shall mean Lessee and any guarantor or other
person liable upon Lessee's obligations under this Lease) shall dissolve or
become insolvent or bankrupt, commit any act of bankruptcy, make an assignment
for the benefit of creditors, suspend the transaction of its usual business or
consent to the appointment of a trustee or receiver, or a trustee or a receiver
shall be appointed for Lessee or for a substantial part of its property, or
bankruptcy, reorganization, insolvency or similar proceedings shall be
instituted by or against Lessee; or
18.5 An order, judgment or decree is entered against Lessee by a court of
competent jurisdiction and such order, judgment or decree shall continue unpaid
or unsatisfied and in effect for a period of sixty (60) days, or any execution
or writ or process shall be issued in connection with any action or proceeding
against Lessee or its property, by which Leased Property or any substantial part
of Lessee's property may be taken or restrained; or
18.6 An attachment, levy or execution is threatened or levied upon or
against Leased Property; or
18.7 Any warranty, representation or statement made in writing by Lessee,
is found to be incorrect or misleading in any material respect as of the date
made; or
18.8 Any insurance carrier cancels the insurance on the Leased Property
and Lessee fails to replace such coverage within the notice period specified in
Section 17; or
18.9 The Leased Property or any part of it is abused, illegally used, or
misused; or
18.10 Any indebtedness of Lessee for borrowed money shall become due and
payable by acceleration of its maturity.
In any such event, Lessor may, by written notice to Lessee, and to the
extent permitted by law, exercise any one or more of the remedies listed in
Section 19 below, as Lessor shall lawfully elect in order to protect the
interests and reasonably expected profits and bargains of Lessor.
19. REMEDIES. Lessor's remedies for the events of default listed in Section
18 are as follows:
19.1 Upon notice by Lessor, terminate any Lease Agreement, either in
its entirety or as to such items of Leased Property as Lessor shall specify in
the notice. Any Lease Agreement not terminated in its entirety shall continue in
effect as to the remaining items.
19.2 Declare immediately due and payable each and all rental payments
and other amounts due and to become due, including any renewal or purchase
obligations.
19.3 Require Lessee, at its expense, to promptly return Leased
Property to Lessor, or Lessor may enter the premises where Leased Property
is located and take possession of or disable any part or all of the Leased
Property without demand or notice, without any court order or other process of
law and without liability for any damage occasioned by taking possession. Such
return or taking of possession shall not constitute a termination of any Lease
Agreement unless Lessor expressly so notifies Lessee in writing.
19.4 Proceed by appropriate court action or actions, either at law or
in equity, to enforce performance by Lessee of the applicable covenants of any
Lease Agreement or to recover damages for its breach.
19.5 With or without terminating any Lease Agreement, recover from
Lessee, not as a penalty, but as liquidated damages, an amount equal to the sum
of (i) any rent accrued and unpaid unpaid under the Lease Agreement as of the
date of entry of judgment in favor of Lessor plus interest at the rate of
eighteen percent (18%) per annum; (ii) the present value (discounted at 4%) of
all future rentals reserved in the Lease Agreement and contracted to be paid
over the unexpired term of the Lease Agreement; (iii) all commercially
reasonable costs and expenses, including reasonable attorney's fees and costs,
incurred by Lessor in any repossession, recovery, storage, or repair, sale,
re-lease or other disposition of the Leased Property in connection with or
otherwise resulting from Lessee's default; (iv) the estimated residual value of
the Leased Property as of the expiration of the Lease Agreement or any renewal
thereof; and (v) any indemnity, if then determinable, plus interest at eighteen
percent (18%) per annum.
19.6 In Lessor's sole discretion, re-lease or sell any or all of the
Leased Property at a public or private sale on such terms and notice as Lessor
shall deem reasonable and recover from Lessee, not as a penalty, but as
liquidated damages an amount equal to the sum of (i) any accrued and unpaid rent
as of the "Default Date" here defined as the later of the date of default or the
date that Lessor obtains possession of the Leased Property or such other date as
Lessee makes an effective tender of possession of the Leased Property back to
Lessor; plus rent at the rate provided for in the Lease Agreement for an
"Additional Period" here defined as the period commencing on the Default Date
and ending on the earlier of the date all the Leased Property is resold or
re-let by Lessor or the date of entry of judgment in favor of Lessor; (ii) the
present value (discounted at 4%) of all future rentals reserved in the Lease
Agreement and contracted to be paid over the unexpired term of the Lease
Agreement, and the present value (discounted at 4%) of the estimated residual
value of the Leased Property as of the expiration of the Lease Agreement or any
renewal thereof; (iii) all commercially reasonable costs and expenses, including
reasonable attorney's fees and costs, incurred by Lessor in any repossession,
recovery, storage, or repair, sale, re-lease or other disposition of the Leased
Property in connection with or otherwise resulting from Lessee's default; and
(iv) any indemnity, it then determinable,
plus interest at eighteen percent (18%) per annum; LESS the amount received by
Lessor upon public or private sale or re-lease of the Leased Property, if any.
In any event, Lessee shall continue to be liable for all indemnities under
this Master Agreement and any Lease Agreement, and for all Lessor's legal fees
and other costs and expenses resulting from any event of default or incurred in
the enforcement of any right or remedy under this Master Agreement. No remedy
under this provision is intended to be exclusive, but each shall be cumulative
and in addition to any other remedy set forth herein or otherwise available to
Lessor at law or in equity.
20. MISCELLANEOUS.
20.1 Headings used in this Master Agreement or any Lease Schedule are
for reference purposes only and shall not be given any substantive effect.
20.2 Failure of a party to insist in any instance upon strict
performance by the other party of any of the provisions of any Lease Agreement
or this Master Agreement shall not be construed or deemed to be a permanent
waiver of that or any other provision.
20.3 All notices issued in connection with this Master Agreement or
any Lease Agreement shall be in writing (unless otherwise specifically provided
in the Lease Schedule) and shall be sent by (i) certified or registered mail,
postage prepaid; (ii) facsimile transmission; or (iii) overnight express courier
with receipted delivery.
Notices shall be addressed as follows:
If to Lessor: Data General Corporation
Attn: Director, Data General Leasing
0000 Xxxxxxxx Xxxxx, Mail Stop E-111
Xxxxxxxx, Xxxxxxxxxxxxx 00000
If to Lessee: Lessee's address as first noted above or the billing address
specified on the pertinent Lease Schedule.
Either party may change its address for notification purposes by notice
given to the other party. All notices shall be effective on the third business
day after issuance unless a different period is specified elsewhere in this
Master Agreement.
20.4 Each Lease Agreement and this Master Agreement shall be
construed in accordance with and governed by the laws of the Commonwealth of
Massachusetts excluding its conflict of law rules.
20.5 Any provison of this Master Agreement or any Lease Agreement
which is invalid under the law of any state shall to the extent of such
prohibition be ineffective in such state only, without invalidating the
remaining provisions of this Master Agreement in such state.
20.6 Each Lease Agreement, including this Master Agreement,
constitutes the complete and exclusive statement of the agreement of the parties
and supersedes all prior oral and written communications, agreements,
representations, statements, negotiations and undertakings between the parties
relating to the subject matter of that Lease Agreement. No modification,
termination, extension, renewal or waiver of any provision of this Master
Agreement or any Lease Agreement shall be
binding upon a party unless made in writing and signed by an authorized
representative of that party. If more than one Lessee is named in this Master
Agreement, their liability shall be joint and several.
LESSOR AND LESSEE ACKNOWLEDGE THAT THEY HAVE READ THIS MASTER AGREEMENT,
UNDERSTAND IT, AND AGREE TO BE BOUND BY IT AS OF THE DATE FIRST ABOVE WRITTEN,
BUT ONLY AFTER ITS EXECUTION BY THEIR AUTHORIZED REPRESENTATIVES. LESSEE
FURTHER ACKNOWLEDGES RECEIPT FROM LESSOR OF A TRUE COPY OF THIS MASTER
AGREEMENT.
21. UCC ARTICLE 2A PROVISIONS.
Insofar as Article 2A of the Uniform Commercial Code ("UCC") may become
applicable to any Lease Agreement, Lessee hereby waives any rights and remedies
which may be given to Lessee by UCC Sections 2A-508 through 2A-522.
DATA GENERAL CORPORATION, Lessor LESSEE: Virtual Realty Network, Inc.
Signature: /s/ XXXXXX MISELEN Signature: /s/ XXXXXXX XXXXXX
-------------------------- --------------------------
Authorized Representative Authorized Representative
Title: /s/ MANAGER CONTRACTS/NEGOTIATION Title: PRES/CEO
--------------------------------- --------------------------
Date: Apr 2, 1995 Date: 7/20/95
-------------------------- --------------------------
Rev. 6/94
(VR)
/s/ Xxxx X. Xxxxxxxx
XXXX X. XXXXXXXX
OPERATIONS MANAGER
DATA GENERAL LEASING
8/4/95
