Re. Commencement Date of Sublease: 4980 Great America Parkway, Santa Clara, CA

SUBLEASE AGREEMENT

     This Sublease Agreement (“Sublease”) is made effective as of the 25th day of March, 2005, (the “Effective Date”) by and between Hyperion Solutions Corporation, a Delaware corporation (“Sublessor”), and Foundry Networks, Inc., a Delaware corporation (“Sublessee”). Sublessor agrees to sublease to Sublessee, and Sublessee agrees to sublease from Sublessor, those certain premises situated in the City of Santa Clara, County of Santa Clara, State of California, consisting of an entire five (5) story building comprising approximately 140,935 square feet of space known as 4980 Great America Parkway, Santa Clara, California, more particularly set forth in the Master Lease, and in the “as built” condition as set forth on the plans attached hereto and incorporated herein as Exhibit “A” (the “Subleased Premises”).

ARTICLE 1

MASTER LEASE AND OTHER AGREEMENTS

     1.1 Subordinate to Master Lease . Except as specifically set forth herein, this Sublease is subject and subordinate to all of the terms and conditions of the lease (the “Original Lease”) dated December 20, 1999, between Sobrato Development Companies #961, a California limited partnership (“Master Lessor”) and Sublessor’s predecessor in interest, Brio Technology Inc., a California corporation (as “Tenant”), as amended by that certain First Amendment to Lease dated June 8, 2000 (“Amendment”) and as assigned to Sublessor pursuant to that Assignment and Assumption of Tenants Interest in the Lease dated October 30, 2003 (“Assignment”). The Original Lease, the Amendment and the Assignment shall hereinafter collectively be referred to as the “Master Lease”. Sublessee hereby assumes and agrees to perform the obligations of Tenant under the Master Lease following the Effective Date, as more particularly set forth hereafter. Unless otherwise defined, all capitalized terms used herein shall have the same meanings as given them in the Master Lease. A copy of the Master Lease is attached hereto as Exhibit “B” and incorporated herein by this reference. Sublessor represents and warrants to Sublessee that: (i) the Master Lease attached hereto is a full and complete copy; and (ii) to Sublessor’s knowledge, as of the Effective Date, the Master Lease is in full force and effect and to Sublessor’s knowledge, no event has occurred and is continuing which would constitute an event of default, but for the requirement of giving notice and/or the expiration of the period of time to cure. As used herein, Sublessor’s knowledge shall mean the actual present knowledge of Vince Laurentino, without inquiry. Neither Sublessee nor Sublessor shall commit or permit to be committed any act or omission which would violate any term or condition of the Master Lease. Sublessee shall neither do nor permit anything to be done which would cause the Master Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in Master Lessor under the Master Lease, and Sublessee shall indemnify and hold Sublessor harmless from and against all claims, liabilities, judgments, costs, demands, penalties, expenses, and damages of any kind whatsoever, including, without limitation, reasonable attorneys’ fees, consultants’ fees and costs and court costs, (“Claims”) by reason of any failure on the part of Sublessee to perform any of the obligations of Tenant under the Master Lease which Sublessee has become obligated hereunder to perform. Sublessor shall indemnify and hold Sublessee harmless from and against all Claims by reason of any failure on the part of Sublessor to have performed any of the obligations of Tenant under the Master Lease prior to the Commencement

-1-

Date. In the event of the termination of Sublessor’s interest as Tenant under the Master Lease for any reason other than for Sublessor’s breach, then this Sublease shall terminate automatically upon such termination without any liability of Master Lessor or Sublessor to Sublessee. Sublessee represents and warrants to Sublessor that it has read and is familiar with the Master Lease.

     1.2 Applicable Provisions . All of the terms and conditions contained in the Master Lease as they may apply to the Subleased Premises are incorporated herein and shall be terms and conditions of this Sublease (with each reference therein to “Landlord” or “Lessor”, “Tenant” or “Lessee” and “Lease” to be deemed to refer to Sublessor, Sublessee, and Sublease, respectively, as appropriate, except those directly contradicted by the terms and conditions contained in this document, and specifically except for: paragraph 1; the fourth sentence in paragraph 2; 4.A; 4.D; 5, except the language regarding the assignment of warranties, to the extent any warranties described therein are still in existence and Sublessor has the right to assign such warranties; 6.A; the reference to the rate of holdover rent in paragraph 6.C, to the extent inconsistent with Section 12.5 below; the last sentence in 7.A; in paragraph 8.D, the reference to Exhibit “G” shall be changed to Exhibit “E”; the reference in paragraph 8.G to reimbursement of the cost of capital improvements or replacements, except to the extent such costs are reimbursed by Master Lessor; paragraph 11 with respect to rent abatement, except to the extent rent is abated under the Master Lease; the reference to “four or more times” in paragraph 13.G shall be reduced to “three or more times”; in paragraph 17.A: (i) the reference to ten (10) days shall be increased to fifteen (15) days, (ii) any reference to reimbursement of any amount of Tenant Improvement costs is hereby deleted, and (iii) the last sentence in 17.A is hereby deleted; the first sentence in 17.B; 18; 19; 20.C; 20.M; the reference to “Base Monthly Rent” in paragraph 20.N shall mean and refer to the Base Monthly Rent under the Master Lease; Exhibit “C” and Exhibit “D”. In addition: (i) with respect to the following provisions that are incorporated herein, the reference to Landlord shall mean Master Lessor only: paragraph 8.A; the requirement to obtain Master Lessor’s insurance in paragraph 9.B; 15; 16; and 17.G; and (ii) with respect to the following provisions that are incorporated herein, the reference to Landlord shall mean Master Lessor and Sublessor: paragraph 3.B; 3.C; 7.B;12.A; 12.B; 12.D; 20.G; 20.H; and 20.T. In addition to the foregoing all of the following terms and conditions set forth in this document, shall constitute the complete terms and conditions of this Sublease.

     1.3 Obligations of Sublessor . Notwithstanding anything herein contained, the only services or rights to which Sublessee is entitled hereunder are those to which Sublessor is entitled under the Master Lease, and for all such services and rights Sublessee shall look solely to the Master Lessor under the Master Lease, and the obligations of Sublessor hereunder shall be limited to using its reasonable good faith efforts to obtain the performance by Master Lessor of its obligations, provided Sublessee shall reimburse Sublessor for all reasonable costs incurred by Sublessor in such efforts. Sublessor shall have no liability to Sublessee or any other person for damage of any nature whatsoever as a result of the failure of Master Lessor to perform said obligations except for Master Lessor’s termination of the Sublessor’s interest as Tenant under the Master Lease in the event of Sublessor’s breach of the Master Lease, and Sublessee shall indemnify and hold Sublessor harmless from any and all Claims whatsoever in defending against same. Sublessor shall not agree to any voluntary amendment, modification or termination of the Master Lease which will materially and adversely effect Sublessee’s occupancy of the Subleased Premises or Sublessee’s use of the Subleased Premises for their intended purpose, unless

-2-

Sublessor shall first obtain Sublessee’s prior written approval thereof, which consent shall not be unreasonably withheld, conditioned or delayed. With respect to any obligation of Sublessee to be performed under this Sublease, when the Master Lease grants Sublessor a specific number of days to perform its obligations thereunder, Sublessee shall have two (2) fewer days to perform, provided, however, in no event shall Sublessee have less than one (1) business day to perform its obligations. With respect to approval required to be obtained by “Landlord” under the Master Lease, such consent must be obtained from Master Lessor and Sublessor and the approval of Sublessor may be withheld if Master Lessor’s consent is not obtained.

ARTICLE 2

TERM

     2.1 Term . The term of this Sublease shall commence on April 1, 2005. This shall be referred to as the “Commencement Date.” The term of this Sublease shall end on June 5, 2010, unless sooner terminated pursuant to any provision of the Master Lease applicable to the Subleased Premises (the “Expiration Date”). Sublessor shall have no obligation to Sublessee to exercise any of its options to extend under the Master Lease. At the time Sublessor delivers possession of the Subleased Premises to Sublessee, Sublessor and Sublessee shall together execute a commencement date memorandum. Sublessor shall have no obligation to deliver possession, nor shall Sublessee be entitled to take occupancy of the Subleased Premises until such commencement date memorandum has been executed and Sublessee’s obligation to pay Base Rent and additional rent shall not be excused or delayed because of Sublessee’s failure to execute such commencement date memorandum.

     2.2 Option to Extend . Sublessee shall have no option to extend this Sublease. In addition, provided Sublessee is not in default hereunder during the entire period of time within which Sublessor has the right to exercise its right to extend the Master Lease, Sublessor agrees that it shall not exercise such right under the Master Lease.

     2.3 Sublessor’s Inability to Deliver Subleased Premises . In the event Sublessor is unable to deliver possession of the Subleased Premises on or before April 1, 2005, Sublessor shall not be liable for any damage caused thereby, nor shall this Sublease be void or voidable. Provided Sublessee is not in default hereunder or the cause of the delay: (i) Sublessee shall not be liable for Rent until such time as Sublessor offers to deliver possession of the Subleased Premises to Sublessee; and (ii) Sublessee’s six (6) month free rent period shall not be reduced as a result of any such delay, but the term hereof shall not be extended by such delay. If Sublessee, with Sublessor’s consent, takes possession prior to commencement of the term, Sublessee shall do so subject to all the covenants and conditions hereof, including, without limitation, providing evidence of all required insurance, payment of the deposit and prepaid rent, except for the obligation to pay Base Rent (defined in Section 3.1 below).

-3-

ARTICLE 3

RENT

     3.1 Rent . Sublessee shall pay to Sublessor each month as base rent (“Base Rent”) for the Subleased Premises according to the following Schedule:

Base Rent shall be due in advance on or before the first of each month during the term of the Sublease. All sums payable by Sublessee hereunder shall be in lawful money of the United States of America, without offset or deduction and without prior demand and shall be paid to the Sublessor at Hyperion Solutions Corporation, 900 Long Ridge Road, Stamford, Connecticut 06902, Attn: Real Estate Director, or at any other place Sublessor may from time to time designate by written notice mailed or delivered to Sublessee. Base Rent for partial months at the commencement or termination of this Sublease shall be prorated. Upon execution hereof, Sublessee shall pay to Sublessor Base Rent in the amount of One Hundred Twenty-Six Thousand Eight Hundred Forty-One and 50/100 Dollars ($126,841.50)1 to be applied to the seventh (7th) month of the Sublease term.

     3.2 Additional Rent. If Sublessor shall be charged for additional rent or other sums pursuant to any of the provisions of the Master Lease (except to the extent such additional rent or sums results from Sublessor’s failure to perform its obligations pursuant to this Sublease), including, without limitation, Reimbursable Operating Costs, Taxes, and the Asset Management Fee pursuant to paragraph 20.N of the Master Lease (and as set forth on Exhibit “D” attached hereto and incorporated by this reference which for the first month of the term shall be Five Thousand Four Hundred Sixty and 62/100 Dollars ($5,460.62)2, subject to proration for partial months), Sublessee shall be liable for such additional rent or sums and Sublessee shall make such payment to Sublessor or Master Lessor, as Sublessor shall direct. Upon execution hereof, Sublessee shall pay to Sublessor, its proportionate share of the 2004-2005 Taxes, from the period from the Commencement Date to June 30, 2005, estimated to be Forty-Eight Thousand Twenty-One and 45/100 Dollars ($48,021.45)3. If Sublessee shall procure any additional services from

-4-

Master Lessor, or if additional rent or other sums are incurred for Sublessee’s sole benefit, Sublessee shall make such payment to Sublessor or Master Lessor, as Sublessor shall direct. Any other rent or other sums payable by Sublessee under this Article 3 shall constitute and be due as additional rent. Base Rent and additional rent shall herein be referred to as “Rent”.

     3.3 Under Protest . Sublessee may reasonably designate any payment required under the Master Lease as being paid “under protest” and thereafter request that Sublessor exercise its rights under the Master Lease with respect to such disputed payment, provided, however: (i) Sublessor shall not be required to expend more than nominal sums, unless Sublessee provides additional security, nor expend a significant amount of other resources; (ii) Sublessee shall be responsible for all costs and expenses with respect to such exercise of Sublessor’s rights, which shall be reimbursed by Sublessee within three (3) days of written demand therefore; (iii) Sublessee shall indemnify and hold Sublessor harmless from any Claims that result from such exercise; (iv) Sublessor may refuse Sublessee’s request if such refusal is commercially reasonable; and (v) Sublessor may impose as a condition to its exercise of such rights such requirements as Sublessor may deem reasonable and desirable, including, but not limited to the requirement that Sublessee provide additional security for the performance of Sublessee’s obligations under this Section 3.3.

ARTICLE 4

SECURITY DEPOSIT

     4.1 Security Deposit . Upon execution hereof, Sublessee shall deposit with Sublessor the sum of One Hundred Sixty-Two Thousand Seventy-Five and 25/100 Dollars ($162,075.25) as and for a deposit to secure Sublessee’s full and timely performance of all of its obligations hereunder. If Sublessee fails to pay Rent or any other sums as and when due hereunder, or otherwise defaults and/or fails to perform with respect to any provision of this Sublease, Sublessor may (but shall not be obligated to) use, apply, or retain all or any portion of said deposit for payment of any sum for which Sublessee is obligated or which will compensate Sublessor for any foreseeable or unforeseeable loss or damage which Sublessor may suffer thereby including, without limitation, any damage that will result in the future through the term of the Sublease, to repair damage to the Subleased Premises, to clean the Subleased Premises at the end of the term or for any loss or damage caused by the act or omission of Sublessee or Sublessee’s officers, agents, employees, independent contractors or invitees. Sublessee waives the provisions of California Civil Code Section 1950.7 and all other provisions of law now in force or that become in force after the date of execution of this Sublease that provide that Sublessor may claim from a security deposit only those sums reasonably necessary to remedy defaults in the payment of Rent, to repair damage caused by Sublessee or to clean the Subleased Premises. Any such use, application, or retention shall not constitute a waiver by Sublessor of its right to enforce its other remedies hereunder, at law, or in equity. Sublessor agrees to provide written notice to Sublessee of any use, application or retention of the deposit by Sublessor. If any portion of said deposit is so used, applied, or retained, Sublessee shall, within ten (10) days after delivery of written demand from Sublessor, restore said deposit to its original amount. Sublessor shall not be a trustee of such deposit, and shall not be required to keep this deposit separate from its accounts. Sublessor alone shall be entitled to any interest or earnings thereon and Sublessor shall have the free use of same. If Sublessee fully and faithfully performs all of its

-5-

obligations hereunder, then so much of the deposit as remains shall be returned to Sublessee (without payment of interest or earnings thereon) within 30 days after the later of (i) expiration or sooner termination of the term hereof, or (ii) Sublessee’s surrender of possession of the Subleased Premises to Sublessor.

ARTICLE 5

CONDITION OF SUBLEASED PREMISES

     5.1 Condition of the Subleased Premises . Sublessor shall deliver the Subleased Premises with all mechanical systems in good working order. As used herein, the term “mechanical systems”, to the extent applicable, shall mean the existing plumbing, heating, ventilating and air conditioning, electrical, and fire sprinkler systems and the elevators. Sublessee shall have a period of thirty (30) days from the date of possession in which to notify Sublessor, in writing, and with specificity, the nature and extent to which such mechanical systems are not in good working order, and Sublessor shall, with reasonable diligence rectify the same at its sole cost and expense. If Sublessee does not give Sublessee the required notice with the appropriate time period, any non-compliance shall be the obligation of Sublessee, at Sublessee’s sole cost and expense. Except as set forth above in this Section 5.1, Sublessee acknowledges that as of the Commencement Date, Sublessee shall have inspected the Subleased Premises, and every part thereof, and by taking possession shall have acknowledged that the Subleased Premises is in good condition and without need of repair, and Sublessee accepts the Subleased Premises “as is”, Sublessee having made all investigations and tests it has deemed necessary or desirable in order to establish to its own complete satisfaction the condition of the Subleased Premises. Sublessee accepts the Subleased Premises in their condition existing as of the Commencement Date, subject to all applicable zoning, municipal, county and state laws, ordinances, and regulations governing and regulating the use of the Subleased Premises and any covenants or restrictions of record. Sublessee acknowledges that neither Sublessor nor Master Lessor have made any representations or warranties as to the condition of the Subleased Premises or its present or future suitability for Sublessee’s purposes.

     5.2 Surrender . Sublessee shall keep the Subleased Premises, and every part thereof in good order and repair. In addition to Sublessee’s requirements under the Master Lease, Sublessee shall surrender the Subleased Premises in the same condition as received, subject to the requirement to remove the Furniture pursuant to Section 12.6 below, ordinary wear and tear, damage by casualty covered by insurance pursuant to Paragraph 15 of the Master Lease and condemnation pursuant to Paragraph 16 of the Master Lease excepted, provided Sublessee performs all necessary maintenance, repair and cleaning to maintain the Subleased Premises in the condition it was delivered at the earlier of the Commencement Date or such earlier date pursuant to Section 2.3 above. Sublessee shall have no obligation to restore any alterations made to the Subleased Premises by Sublessor or Tenant that were constructed prior to the Commencement Date.

-6-

ARTICLE 6

INSURANCE

     6.1 Sublessee’s Insurance With respect to the Tenant’s insurance under the Master Lease, the same is to be provided by Sublessee as described in the Master Lease, and such policies of insurance shall include as additional insureds Master Lessor, Sublessor and any lender as required by Master Lessor.

     6.2 Waiver of Subrogation . With respect to the waiver of subrogation contained in the Master Lease, such waiver shall be deemed to be modified to constitute an agreement by and among Master Lessor, Sublessor and Sublessee (and Master Lessor’s consent to this Sublease shall be deemed to constitute its approval of this modification).

ARTICLE 7

USE OF SUBLEASED PREMISES; PARKING; IMPROVEMENTS

     7.1 Use of Subleased Premises . Sublessee shall use the Subleased Premises only for those purposes permitted in the Master Lease.

     7.2 Alterations; Improvements . Sublessee shall not make any alterations, improvements, or modifications (“Alterations”) to the Subleased Premises without the express prior written consent of Sublessor and of Master Lessor, which consent by Sublessor shall not be unreasonably withheld provided, however, Sublessor’s withholding of approval shall in all events be deemed reasonable if Master Lessor’s Consent is not obtained. Sublessee shall reimburse Master Lessor (if required by Master Lessor) and Sublessor for all costs which Master Lessor and Sublessor may incur in connection with Sublessee’s request for approval for any alterations and additions, including, without limitation, Master Lessor’s and Sublessor’s reasonable attorneys’ fees and costs whether or not approval is ultimately granted. All terms and conditions set forth in the Master Lease with respect to Alterations shall apply. Sublessee shall provide Master Lessor and Sublessor with a set of “as-built” drawings for any such work, as required under the Master Lease, together with copies of all permits obtained by Sublessee in connection with performing any such work, within fifteen (15) days after completing such work. Sublessor may impose as a condition of its consent to such alterations, improvements, or modifications, such requirements as Sublessor may deem reasonable and desirable, including, but not limited to, the requirement that Sublessee utilize for such purposes only contractor(s), materials, mechanics and materialmen approved by Sublessor, the requirement that Sublessee provide additional security, and that Sublessee, and/or Sublessee’s contractor(s) post a payment and/or completion bond to guarantee the performance of its construction obligations hereunder. On termination of this Sublease, Sublessee shall remove any or all of such improvements and restore the Subleased Premises (or any part thereof) to the same condition as of the Commencement Date of this Sublease, reasonable wear and tear excepted or as otherwise instructed in writing by either Sublessor or Master Lessor. Should Sublessee fail to remove such improvements and restore the Subleased Premises on termination of this Sublease unless instruction otherwise in writing as set forth above, Sublessor shall have the right to do so, and

-7-

charge Sublessee therefor, plus a service charge of ten percent (10%) of the costs incurred by Sublessor.

     7.3 Parking . Subject to Paragraph 2 of the Master Lease and the rules and regulations imposed from time to time by Master Lessor, from and after the Commencement Date, Sublessee shall have all of Sublessor’s rights to and assume all of Sublessor’s responsibility for parking under the Master Lease.

ARTICLE 8

ASSIGNMENT, SUBLETTING & ENCUMBRANCE

     8.1 Consent Required . Sublessee shall not assign this Sublease or any interest therein nor shall Sublessee sublet, license, encumber or permit the Subleased Premises or any part thereof to be used or occupied by others, without Sublessor’s and Master Lessor’s prior written consent. Sublessor’s consent shall not be unreasonably withheld provided, however, Sublessor’s withholding of consent shall in all events be deemed reasonable if for any reason Master Lessor’s consent is not obtained. The consent by Sublessor and Master Lessor to any assignment or subletting shall not waive the need for Sublessee (and Sublessee’s assignee or subtenant) to obtain the consent of Sublessor and Master Lessor to any different or further assignment or subletting. All terms and conditions set forth in the Master Lease regarding assignments and subletting shall apply, and to the extent there is any Bonus Rent, (Rent paid by such assignee or sub-sublessee in excess of Rent paid by Sublessee hereunder after deducting reasonable and actual brokerage fees and reasonable and actual attorneys fees incurred by Sublessee with respect to the assignment or sub-sublease, which such brokerage fees and attorneys fees shall be amortized over the term of the sublease or assignment pursuant to generally accepted accounting principals), the Bonus Rent shall first be split per the Master Lease and any Bonus Rent to go to Sublessee shall be split 25/75 with Sublessor (twenty-five percent (25%) to Sublessee and seventy-five percent (75%) to Sublessor), to be paid to Sublessor within five (5) days of receipt by Sublessee.

     8.2 Form of Document . Every assignment, agreement, or sublease shall (i) recite that it is and shall be subject and subordinate to the provisions of this Sublease, that the assignee or subtenant assumes Sublessee’s obligation hereunder, that the termination of this Sublease shall at Sublessor’s sole election, constitute a termination of every such assignment or sublease, and (ii) contain such other terms and conditions as shall be reasonably requested or provided by Sublessor’s attorneys.

     8.3 Permitted Transfers . Sublessee shall have the right to sub-sublease or assign all or any portion of its interest in the Subleased Premises to any parent, subsidiary, or affiliate of Sublessee; or any party which results from a merger or consolidation of Sublessee; and/or any party which acquires all or substantially all of the assets or stock of Sublessee, without Sublessor’s consent, provided that (i) Sublessee shall comply with the terms of the Master Lease regarding “Permitted Transfers,” and (ii) the net worth of the successor or reorganized entity after such merger, sale or otherwise, has a net worth at least equal to the net worth of Sublessee immediately prior to the date of such transfer. Sublessee shall provide Sublessor with no less than thirty (30) days advance written notice of such sublease or assignment. No such sublease or

-8-

assignment under this Section 8.3 shall provide relief from Sublessee’s obligation under the Sublease and the provision of Section 8.4 below shall apply.

     8.4 No Release of Sublessee . Regardless of Sublessor’s consent, no subletting or assignment shall release Sublessee of Sublessee’s obligation or alter the primary liability of Sublessee to pay the Rent and to perform all other obligations to be performed by Sublessee hereunder. The acceptance of Rent by Sublessor from any other person shall not be deemed to be a waiver by Sublessor of any provision hereof. In the event of default by any assignee, subtenant or any other successor of Sublessee, in the performance of any of the terms hereof, Sublessor may proceed directly against Sublessee without the necessity of exhausting remedies against such assignee, subtenant or successor.

     8.5 Default . An involuntary assignment shall constitute a default and Sublessor shall have the right to elect to terminate this Sublease, in which case this Sublease shall not be treated as an asset of Sublessee.

     8.6 Recapture . Notwithstanding the foregoing, in the event Sublessee requests Sublessor’s consent to sublet all or any portion of the Subleased Premises, or to assign this Sublease, Sublessor may in its sole discretion, elect to terminate this Sublease within fifteen (15) days after receipt of Sublessee’s request by written notification to Sublessee of such election, in which case the Sublease shall terminate effective thirty (30) days following such election.

ARTICLE 9

DEFAULT

     9.1 Default Described . The occurrence of any of the following shall constitute a material breach of this Sublease and a default by Sublessee: (i) failure to pay Rent or any other amount within three (3) business days after written notice from Sublessor; (ii) all those items of default set forth in the Master Lease which remain uncured after the cure period provided in the Master Lease; or (iii) Sublessee’s failure to perform timely and subject to any cure periods any other material provision of this Sublease or the Master Lease as incorporated herein.

     9.2 Sublessor’s Remedies . Sublessor shall have the remedies set forth in the Master Lease as if Sublessor is Master Lessor. These remedies are not exclusive; they are cumulative and in addition to any remedies now or later allowed by law.

     9.3 Sublessee’s Right to Possession Not Terminated . Sublessor has the remedy described in California Civil Code Section 1951.4 (lessor may continue lease in effect after lessee’s breach and abandonment and recover Rent as it becomes due, if lessee has right to sublet or assign, subject only to reasonable limitations). Sublessor may continue this Sublease in full force and effect, and Sublessor shall have the right to collect Rent and other sums when due. During the period Sublessee is in default, Sublessor may enter the Subleased Premises and relet them, or any part of them, to third parties for Sublessee’s account and alter or install locks and other security devices at the Subleased Premises. Sublessee shall be liable immediately to Sublessor for all costs Sublessor incurs in reletting the Subleased Premises, including, without limitation, attorneys’ fees, brokers’ commissions, expenses of remodeling the Subleased

-9-

Premises required by the reletting, and like costs. Reletting may be for a period equal to, shorter or longer than the remaining term of this Sublease and Rent received by Sublessor shall be applied to (i) first, any indebtedness from Sublessee to Sublessor other than Rent due from Sublessee; (ii) second, all costs incurred by Sublessor in reletting, including, without limitation, brokers’ fees or commissions and attorneys fees, the cost of removing and storing the property of Sublessee or any other occupant, and the costs of repairing, altering, maintaining, remodeling or otherwise putting the Subleased Premises into condition acceptable to a new Sublessee or Sublessees; (iii) third, Rent due and unpaid under this Sublease. After deducting the payments referred to in this subsection 9.3, any sum remaining from the Rent Sublessor receives from reletting shall be held by Sublessor and applied in payment of future Rent and other amounts as Rent and such amounts become due under this Sublease. In no event shall Sublessee be entitled to any excess Rent received by Sublessor, provided any excess Rent, if any, will be used to mitigate Sublessor’s damages. Sublessee’s consent to or approval of any act by Sublessor which requires Sublessee’s consent or approval shall not be deemed to waive or render unnecessary Sublessee’s consent to or approval of any subsequent act by Sublessor

     9.4 All Sums Due and Payable as Rent . Sublessee shall also pay without notice, or where notice is required under this Sublease, immediately upon demand without any abatement, deduction, or setoff, as additional rent all sums, impositions, costs, expenses, and other payments which Sublessee in any of the provisions of this Sublease assumes or agrees to pay, and, in case of any nonpayment thereof, Sublessor shall have, in addition to all other rights and remedies, all the rights and remedies provided for in this Sublease or by law in the case of nonpayment of Rent.

     9.5 No Waiver . Sublessor may accept Sublessee’s payments without waiving any rights under the Sublease, including rights under a previously served notice of default. No payment by Sublessee or receipt by Sublessor of a lesser amount than any installment of Rent due or other sums shall be deemed as other than a payment on account of the amount due, nor shall any endorsement or statement on any check or accompanying any check or payment be deemed an accord and satisfaction; and Sublessor may accept such check or payment without prejudice of Sublessor’s right to recover the balance of such Rent or other sum or pursue any other remedy provided in this Sublease, at law or in equity. If Sublessor accepts payments after serving a notice of default, Sublessor may nevertheless commence and pursue an action to enforce rights and remedies under the previously served notice of default without giving Sublessee any further notice or demand. Furthermore, the Sublessor’s acceptance of Rent from Sublessee when the Sublessee is holding over without express written consent does not convert Sublessee’s tenancy from a tenancy at sufferance to a month-to-month tenancy. No waiver of any provision of this Sublease shall be implied by any failure of Sublessor or Sublessee to enforce any remedy for the violation of that provision, even if that violation continues or is repeated. Any waiver by Sublessor or Sublessee of any provision of this Sublease must be in writing. Such waiver shall affect only the provisions specified and only for the time and in the manner stated in the writing. No delay or omission in the exercise of any right or remedy by Sublessor or Sublessee shall impair such right or remedy or be construed as a waiver thereof by Sublessor or Sublessee, as applicable. No act or conduct of Sublessor, including, without limitation the acceptance of keys to the Subleased Premises shall constitute acceptance or the surrender of the Subleased Premises by Sublessee before the Expiration Date. Only written notice from Sublessor to Sublessee of acceptance shall constitute such acceptance or surrender of

-10-

the Subleased Premises. Sublessor’s consent to or approval of any act by Sublessee which requires Sublessor’s consent or approval shall not be deemed to waive or render unnecessary Sublessor’s consent to or approval of any subsequent act by Sublessee.

     9.6 Sublessor Default . For purposes of this Sublease, Sublessor shall not be deemed in default hereunder unless and until Sublessee shall first deliver to Sublessor thirty (30) days’ prior written notice, and Sublessor shall fail to cure said default within said thirty (30) day period, or in the event Sublessor shall reasonably require in excess of thirty (30) days to cure said default, shall fail to commence said cure with said thirty (30) day period, and thereafter diligently to prosecute the same to completion.

     9.7 Notice of Event of Default under Master Lease . Sublessor shall notify Sublessee of any Event of Default under the Master Lease, or of any other event of which Sublessor has actual knowledge which will impair Sublessee’s ability to conduct its normal business at the Subleased Premises, as soon as reasonably practicable following Sublessor’s receipt of notice from Master Lessor of an Event of Default or Sublessor’s actual knowledge of such impairment.

ARTICLE 10

CONSENT OF MASTER LESSOR

     10.1 Precondition . The Master Lease requires that Sublessor obtain the consent of Master Lessor to any subletting by Sublessor. This Sublease shall not be effective unless and until Master Lessor signs a consent to this subletting satisfactory to Sublessor. Sublessor and Sublessee agree that the form of consent provided by the Master Lessor, and attached hereto as Exhibit “E”, is satisfactory and will execute such form of consent.

     10.2 Consent or Approval . If the consent or approval of the Master Lessor is required pursuant to the Master Lease with respect to any matter relating to the Premises, Sublessor agrees it will reasonably cooperate with Sublessee, in its reasonable efforts to obtain the Master Lessor’s consent or approval, provided: (i) Sublessee shall be solely responsible for all costs and expenses incurred by Sublessor in providing such cooperation; (ii) the matter for which or the means thereby that Sublessee seeks such consent does not materially or adversely affect Sublessor’s rights under the Master Lease; and (iii) Sublessee indemnifies and holds Sublessor harmless from any and all Claims arising from or relating to such cooperation.

ARTICLE 11

HAZARDOUS MATERIALS

     11.1 Hazardous Materials . In addition to the requirements under the Master Lease, Sublessee shall not store, use, or dispose of any Hazardous or Toxic Material on, under, or about the Subleased Premises. As used herein, “Hazardous or Toxic Materials” shall include but not be limited to the definition of Hazardous Materials contained in the Master Lease and any asbestos containing materials (“ACM”), petroleum products, radioactive materials, polychlorinated biphenyls (PCBs) and substances or compounds containing PCBs and all other

-11-

materials, substances, wastes, and chemicals classified, defined, listed, or regulated as, or containing, a “hazardous substances,” “hazardous materials,” or “toxic substances,” “pollutant,” “contaminant,” “solid waste” under any Environmental Law or which may become regulated by or under the authority of any Environmental Law. As used herein, the term “Environmental Laws” shall include any and all local, state or federal laws, statutes, rules, regulations, ordinances, orders, permits, licenses or other applicable governmental restrictions, guidelines or legal requirements, relating directly or indirectly to human health or safety or environment, or the presence, handling, treatment, storage, disposal, recycling, reporting, remediation, investigation, or monitoring of hazardous or toxic material including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq.

     11.2 Indemnity . In addition to the indemnities contained in the Master Lease, Sublessee shall be solely responsible for and shall defend, indemnify and hold Sublessor and its partners, officers, directors, employees and agents harmless from and against all Claims of any kind whatsoever, arising out of or caused in whole or in part, directly or indirectly, by or in connection with its storage, use, disposal or discharge of Hazardous Materials whether in violation of this section or not, or Sublessee’s failure to comply with any Hazardous Materials law. Sublessee shall further be solely responsible for and shall defend, indemnify and hold Sublessor harmless from and against any and all Claims arising out of or in connection with the removal, cleanup, detoxification, decontamination and restoration work and materials necessary to return the Subleased Premises to their condition existing prior to Sublessee’s storage, use or disposal of the Hazardous Materials on the Subleased Premises. For the purposes of the indemnity provisions hereof, any acts or omissions of Sublessee or by employees, agents, assignees, contractors or subcontractors of Sublessee (whether or not they are negligent, intentional or unlawful) shall be strictly attributable to Sublessee. Sublessee’s obligations under this section shall survive the termination of this Sublease.

ARTICLE 12

MISCELLANEOUS

     12.1 Conflict with Master Lease; Interpretation . In the event of any conflict between the provisions of the Master Lease and this Sublease, the Master Lease shall govern and control except to the extent directly contradicted by the terms of this Sublease. No presumption shall apply in the interpretation or construction of this Sublease as a result of Sublessor having drafted the whole or any part hereof.

     12.2 Remedies Cumulative . The rights, privileges, elections, and remedies of Sublessor in this Sublease, at law, and in equity are cumulative and not alternative.

     12.3 Waiver of Redemption . Sublessee hereby expressly waives any and all rights of redemption to which it may be entitled by or under any present or future laws in the event Sublessor shall obtain a judgment for possession of the Subleased Premises.

-12-

     12.4 Damage and Destruction; Condemnation . In the event of any damage, destruction, casualty, condemnation or threat of condemnation affecting the Subleased Premises, Rent payable hereunder shall be abated but only to the extent that Rent is abated under the Master Lease with respect to the Subleased Premises. Sublessee shall have no right to terminate this Sublease in connection with any damage, destruction, casualty, condemnation or threat of condemnation except to the extent the Master Lease is also terminated as to the Premises or any portion thereof.

     12.5 Holding Over . Sublessee shall have no right to Holdover. If Sublessee does not surrender and vacate the Subleased Premises at Expiration Date of this Sublease as required hereunder, Sublessee shall be a tenant at sufferance and the parties having agreed that the Rent shall be the daily rate of one hundred and fifty percent (150%) of the Rent due to Master Lessor from Sublessor under the Master Lease for the Subleased Premises divided by thirty (30) days, together with any additional rent due and payable during such period of time. In connection with the foregoing, Sublessor and Sublessee agree that the reasonable rental value of the Subleased Premises following the Expiration Date of the Sublease shall be the amounts set forth above per month. Sublessor and Sublessee acknowledge and agree that, under the circumstances existing as of the Effective Date, it is impracticable and/or extremely difficult to ascertain the reasonable rental value of the Subleased Premises on the Expiration Date and that the reasonable rental value established herein is a reasonable estimate of the damage that Sublessor would suffer as the result of the failure of Sublessee to timely surrender possession of the Subleased Premises. The parties acknowledge that the liquidated damages established herein is not intended as a forfeiture or penalty within the meaning of California Civil Code sections 3275 or 3369, but is intended to constitute liquidated damages to Sublessor pursuant to California Civil Code sections 1671, 1676, and 1677. Notwithstanding the foregoing, and in addition to all other rights and remedies on the part of Sublessor if Sublessee fails to surrender the Subleased Premises upon the termination or expiration of this Sublease, in addition to any other liabilities to Sublessor accruing therefrom, Sublessee shall indemnify, defend and hold Sublessor harmless from all Claims resulting from such failure, including, without limitation, any Claims by any third parties based on such failure to surrender and any lost profits to Sublessor resulting therefrom.

     12.6 Furniture . Sublessee may use certain furniture, furnishings and equipment located in the Subleased Premises as set forth on Exhibit C (“Furniture”). Except as set forth herein, Sublessee may not remove the Furniture from the Subleased Premises. Sublessee accepts the Furniture in its “as is” condition and Sublessor makes no warranty as to the condition of the Furniture or its present or future suitability for Sublessee’s purposes, except that the Furniture is free of encumbrances. Upon termination of this Sublease, Sublessee shall purchase the Furniture from Sublessor for the sum of One Dollar ($1.00) in its condition as of the termination of the Sublease Agreement without warranty except for warranty of title and free of encumbrances, provided, if Sublessee is in default, Sublessor, at it’s option, may instead require Sublessee to return the Furniture to Sublessor in substantially the same condition as received, ordinary wear and tear excepted conditioned on the obligation of Sublessee to use the Furniture in a careful and proper manner and to clean and repair the Furniture in the manner necessary to maintain the Furniture in substantially the same condition it was initially provided to Sublessee. Sublessee shall be liable for any damage to the Furniture and solely responsible for all costs associated with the maintenance, cleaning and repair of the Furniture and shall insure the Furniture as part of Sublessee’s property insurance required to be carried hereunder. Except in

-13-

the event Sublessor elects not to sell the Furniture to Sublessee due to a Sublessee default, Sublessee shall be solely responsible for the removal of the Furniture and the repair of any damage to the Subleased Premises as a result of said removal. In the event that Sublessee desires to dispose of any of the Furniture prior to the expiration or earlier termination of this Sublease, Sublessee shall deliver written notice to Sublessor specifying the Furniture of which Sublessee desires to dispose. Sublessor may deliver written notice to Sublessee within thirty (30) days of receipt of Sublessee’s notice of Sublessor’s desire to retain such Furniture, in which case Sublessor shall arrange with Sublessee to remove such Furniture from the Subleased Premises. Unless Sublessor notifies Sublessee that Sublessor desires to retain such Furniture within the time periods set forth herein, Sublessee may dispose of such Furniture at Sublessee’s sole cost and expense as Sublessee sees fit.

     12.7 Signage . Pursuant to Paragraph 3.C of the Master Lease, Sublessee shall have all rights and assume all responsibility for Sublessor’s signage rights under the Master Lease, subject to Master Lessor’s and Sublessor’s prior written consent, which consent, as to Sublessor, shall not be unreasonably withheld, provided, however, Sublessor’s withholding of consent shall in all events be deemed reasonable if Master Lessor’s consent is not obtained. In the event Master Lessor’s consent is obtained, Sublessor agrees to also consent, provided, however, Sublessor may reasonably condition its consent with respect to Sublessee’s removal obligations of such signage. All signs shall be at Sublessee’s sole cost and shall comply with the terms of the Master Lease and with all local, federal and state rules, regulations, statutes, and ordinances at all times during the term hereof. Sublessee, at Sublessee’s cost, shall remove all such signs and graphics prior to the termination of this Sublease and repair any damage caused by such removal.

     12.8 Dispute Resolution . The parties specifically agree to abide by the provisions of paragraph 20.E of the Master Lease. WE HAVE READ AND UNDERSTAND THE PROVISIONS OF PARAGRAPH 20.E OF THE MASTER LEASE AND AGREE TO ABIDE BY THE TERMS AND CONDITIONS CONTAINED IN PARAGRAPH 20.E OF THE MASTER LEASE AS INCORPORATED HEREIN.

SUBLESSOR: /s/  CG     FD                                             SUBLESSEE: /s/  TDH     BRJ

     12.9 Generator . Notwithstanding paragraph 2 of the Master Lease, in the event Sublessee desires to install a generator at the Subleased Premises, the consent of Sublessor shall be required, not to be unreasonably withheld.

     12.10 Offer . Preparation of this Sublease by either Sublessor or Sublessee or either parties’ agent and submission of same to Sublessor or Sublessee shall not be deemed an offer to Sublease. This Sublease is not intended to be binding until executed and delivered by all Parties hereto.

     12.11 Due Authority . If Sublessee signs as a corporation, each of the persons executing this Sublease on behalf of Sublessee represent and warrant that they have the authority to bind Sublessee, Sublessee has been and is qualified to do business in the State of California, that the corporation has full right and authority to enter into this Sublease, and that all persons signing on behalf of the corporation were authorized to do so by appropriate corporate actions. If Sublessee

-14-

signs as a partnership, trust or other legal entity, each of the persons executing this Sublease on behalf of Sublessee represent and warrant that they have the authority to bind Sublessee, Sublessee has complied with all applicable laws, rules and governmental regulations relative to its right to do business in the State of California and that such entity on behalf of the Sublessee was authorized to do so by any and all appropriate partnership, trust or other actions. Sublessee agrees to furnish promptly upon request a corporate resolution, proof of due authorization by partners, or other appropriate documentation evidencing the authorization of Sublessee to enter into this Sublease.

     12.12 Multiple Counterparts . This Sublease may be executed in two or more counterparts, which when taken together shall constitute one and the same instrument. The parties contemplate that they may be executing counterparts of this Sublease transmitted by facsimile and agree and intend that a signature by facsimile machine shall bind the party so signing with the same effect as though the signature were an original signature.

     12.13 Building Contaminants . To prevent the contamination, growth, or deposit of any mold, mildew, bacillus, virus, pollen, or other micro-organism (collectively, “Biologicals”) and the deposit, release or circulation of any indoor contaminants including emissions from paint, carpet and drapery treatments, cleaning, maintenance and construction materials and supplies, pesticides, pressed wood products, insulation, and other materials and products (collectively with Biologicals, “Contaminants”) that could adversely affect the health, safety or welfare of any tenant, employee, or other occupant of the Building or their invitees (each, an “Occupant”), Sublessee shall, at Sublessee’s sole cost and expense, at all times during the term hereof (1) operate the Subleased Premises in such a manner to reasonably prevent or minimize the accumulation of stagnant water and moisture in planters, kitchen appliances and vessels, carpeting, insulation, water coolers, and any other locations where stagnant water or moisture could accumulate, and (2) otherwise operate the Subleased Premises to prevent the generation, growth, deposit, release or circulation of any Contaminants.

ARTICLE 13

BROKER’S COMMISSIONS

     13.1 Commission . Sublessor and Sublessee represent and warrant to each other that each has dealt with the following brokers: CB Richard Ellis (Sublessor’s Broker); and Cornish & Carey Commercial (Sublessee’s Broker) and with no other agent, finder, or other such person with respect to this Sublease and each agrees to indemnify and hold the other harmless from any Claims asserted against the other by any broker, agent, finder, or other such person not identified above as Sublessor’s Broker or Sublessee’s Broker. The commission to the Brokers is pursuant to separate agreement. Sublessor shall be responsible for the commission to Sublessor’s Broker who shall pay the commission to Sublessee’s Broker pursuant to a separate agreement between Sublessor’s Broker and Sublessee’s Broker.

-15-

ARTICLE 14

NOTICES AND PAYMENTS

     14.1 Certified Mail . Any notice, demand, request, consent, approval, submittal or communication that either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class certified mail or commercial overnight delivery service. Such Notice shall be effective on the date of actual receipt (in the case of personal service or commercial overnight delivery service) or two days after deposit in the United States mail, to the following addresses:

     14.2 When this Sublease requires service of a notice, that notice shall replace rather than supplement any equivalent or similar statutory notice, including any notices required by Code of Civil Procedure Section 1161 or any similar or successor statute. When a statute requires service of a notice in a particular manner, service of that notice (or a similar notice required by this Sublease) shall replace and satisfy the statutory service-of-notice procedures, including those required by Code of Civil Procedure Section 1162 or any similar or successor statute

-16-

ARTICLE 15

ATTORNEYS’ FEES AND COSTS

     15.1 Sublessor Made Party to Litigation . If Sublessor becomes a party to any litigation brought by someone other than Sublessee and concerning this Sublease, the Subleased Premises, or Sublessee’s use and occupancy of the Subleased Premises, to the extent allegations are based upon, arise from or are related to any real or alleged act or omission of Sublessee or its authorized representatives, Sublessee shall be liable to Sublessor for reasonable attorneys’ fees and court costs incurred by Sublessor in the litigation.

     15.2 Certain Litigation Between the Parties . In the event any action or proceeding at law or in equity or any arbitration proceeding be instituted by either party, for an alleged breach of any obligation of Sublessee under this Sublease, to recover Rent, to terminate the tenancy of Sublessee at the Subleased Premises, or to enforce, protect, or establish any right or remedy of a party to this Sublease Agreement, the prevailing party (by judgment or settlement) in such action or proceeding shall be entitled to recover as part of such action or proceeding such reasonable attorneys’ fees, expert witness fees, and court costs as may be fixed by the court or jury, but this provision shall not apply to any cross-complaint filed by anyone other than Sublessor in such action or proceeding.

     15.3 Sublessor’s Costs . In any case where Sublessee requests permission from Sublessor to assign, sublet, make alterations, or receive any other consent or obtain any waiver from or modification to the terms of this Sublease, Sublessee shall pay to Sublessor a reasonable administrative charge and Sublessor’s reasonable attorney’s fees incurred by Sublessor in reviewing such request.

ARTICLE 16

EXHIBITS

     16.1 Exhibits and Attachments . All exhibits and attachments to this Sublease are a part hereof.

-17-

     IN WITNESS WHEREOF, Sublessor and Sublessee have executed and delivered this Sublease on the date first set forth above.

-18-

EXHIBIT A

SULEASED PREMISES

[Maps of Subleased Premises]

EXHIBIT B

MASTER LEASE

TABLE OF CONTENTS

Page i

TABLE OF CONTENTS

Page ii

TABLE OF CONTENTS

Page iii

TABLE OF CONTENTS

Page iv

[EXCLUDED EXHIBITS

     The following exhibits to the Lease dated December 20, 1999 by and between Sobrato Development Companies #961 and Brio Technology, Inc. have been omitted from this filing.

     Brocade Communications Systems, Inc. hereby agrees to furnish supplementally to the Commission any omitted exhibit upon request.

EXHIBIT A – Premises, Building & Project
EXHIBIT B – Declaration of Reciprocal Easement, Easements and Covenants
EXHIBIT C – Office Shell Plans and Specifications
EXHIBIT D – Tenant Improvement Plans and Specifications]

Page v

SOBRATO
DEVELOPMENT COMPANIES

1. PARTIES: THIS LEASE , is entered into on this 20th day of December, 1999, (“Effective Date”) between SOBRATO DEVELOPMENT COMPANIES #961, a California Limited Partnership, whose address is 10600 North De Anza Boulevard, Suite 200, Cupertino, CA 95014 and BRIO TECHNOLOGY, INC., a California Corporation, whose address is 3460 W. Bayshore, Palo Alto, CA 94303, hereinafter called respectively Landlord and Tenant.

2. PREMISES: Landlord hereby leases to Tenant, and Tenant hires from Landlord those certain Premises with the appurtenances, situated in the City of Santa Clara, County of Santa Clara, State of California, consisting of a 5-story steel frame building commonly known and designated as 4980 Great America Parkway consisting of 140,935 rentable square feet (“Building”). Unless otherwise provided herein, Tenant shall have the non-exclusive right to use the real property surrounding the Building and the building commonly known as 4988 Great America Parkway (“4988 Building”), as shown on Exhibit “A” attached hereto (“Common Area”) and in accordance with the Declaration of Reciprocal Easement, Easements and Covenants and First Amendment (“Reciprocal Easement”) attached hereto as Exhibit “B”. The Building, the 4988 Building and the Common Area are collectively referred to herein as the “Project”. Unless expressly provided otherwise, the term Premises as used herein shall include the Tenant Improvements (defined in Section 5.B) constructed by Landlord and Tenant pursuant to Section 5.B. With regard to the parking stalls within the Common Area, Tenant shall have the exclusive right to use the parking garage of approximately 488 parking spaces, except for 38 spaces which shall be available for exclusive use by the tenant of the 4988 Building. Tenant shall have the right to install security measures for the garage, such as card key access, provided (i) the tenant of the 4988 Building is given controlled access to the parking spaces to be designated for such tenant at all times as determined by Tenant and Landlord jointly and (ii) there are no restrictions on access to the garage during normal business hours (unless otherwise agreed by all parties including the tenant in the 4988 Building). Tenant shall also have the right to use 27 parking spaces on the on-grade parking lot to be designated for exclusive use by Tenant as shown in the Reciprocal Easement. Tenant shall have the obligation to keep the parking garage in good condition and repair, at Tenant’s sole cost, except for the structural portions thereof which shall be maintained by Landlord at its sole cost. The tenant of the 4988 Building shall have the obligation to maintain the on-grade parking area at its sole cost. All other Common Area expenses shall be prorated pursuant to Section 8 of this Lease. Tenant shall also have the non-exclusive right to use all other portions of the Common Area as set forth in the Reciprocal Easement attached hereto as Exhibit B.” Tenant shall have the right to install a generator (properly screened from view) benches, tables, chairs, umbrellas and other outdoor amenities, security cameras, and other similar removable equipment and furnishings in the Common Area provided: (i) all such items are installed by Tenant in a manner reasonably compatible with the design and quality of the Project; and (ii) such items do not adversely affect

or interfere with other tenants in the Project, as reasonably determined by Landlord. In addition, Tenant shall have the right, at its sole cost, to install lighting and security devices, including card key access, in the parking garage. Landlord shall not materially modify the Common Area without prior written notice to Tenant, and no modifications shall be made to the Common Area which would materially interfere with Tenant’s business or use of the Premises or decrease the amount of parking available for the Project. Any modification to the Common Areas shall be done in a manner which minimizes disruption to Tenant.

3. USE:

      A. Permitted Uses: Tenant shall use the Premises only for the following purposes and shall not change the use of the Premises without the prior written consent of Landlord: Office, research and development, marketing, light manufacturing, ancillary storage and other incidental uses. Tenant shall use only the number of parking spaces allocated to Tenant under this Lease. All commercial trucks and delivery vehicles shall (i) be parked at the rear of the Building, (ii) loaded and unloaded in a manner which does not interfere with the businesses of other occupants of the Project, and (iii) permitted to remain within the Project only so long as is reasonably necessary to complete the loading and unloading. Landlord makes no representation or warranty that any specific use of the Premises desired by Tenant is permitted pursuant to any Laws.

      B. Uses Prohibited: Tenant shall not commit or suffer to be committed on the Premises any waste, nuisance, or other act or thing which may disturb the quiet enjoyment of any other tenant in or around the Premises, nor allow any sale by auction or any other use of the Premises for an unlawful purpose. Tenant shall not (i) damage or overload the electrical, mechanical or plumbing systems of the Premises, (ii) attach, hang or suspend anything from the ceiling or columns of the building or set any load on the floor in excess of the load limits for which such items are designed, or (iii) generate dust, fumes or waste products which create a fire or health hazard or damage the Premises or any portion of the Project, including without limitation the soils or ground water in or around the Project. No materials, supplies, equipment, finished products or semi-finished products, raw materials or articles of any nature, or any waste materials, refuse, scrap or debris, shall be stored upon or permitted to remain on any portion of the Premises outside of the Building (excluding items stored in permitted storage enclosures designed for such purpose) without Landlord’s prior approval, which approval may be withheld in its sole discretion.

      C. Advertisements and Signs: Tenant will not place or permit to be placed, in, upon or about the Premises any signs not approved by the city and other governing authority having jurisdiction. Subject to the foregoing requirement, Tenant shall have the right to place two (2) signs mounted on the Building and one (1) ground mounted monument sign within the Project. The design and placement of the monument sign shall be subject to the reasonable approval of Landlord. Any sign placed on the Premises shall be removed by Tenant, at its sole cost, prior to the Expiration Date or promptly following the earlier termination of the Lease, and Tenant shall repair, at its sole cost, any damage or injury to the Premises caused thereby, and if not so removed, then Landlord may have same so removed at Tenant’s expense.

2

      D. Covenants, Conditions and Restrictions: This Lease is subject to the effect of (i) any easements, mortgages or deeds of trust, ground leases, rights of way of record and any other matters or documents of record; and (ii) any zoning laws of the city, county and state where the Building is situated (collectively referred to herein as “Restrictions”) and Tenant and Landlord will conform to and will not violate the terms of any such Restrictions.

4. TERM AND RENTAL:

      A. Base Monthly Rent: The term (“Lease Term”) shall be for one hundred twenty (120) months, commencing on substantial completion of construction as determined pursuant to Section 5.G (the “Commencement Date”) estimated to occur on June 1, 2000, and ending one hundred twenty (120) months thereafter, (“Expiration Date”). In addition to all other sums payable by Tenant under this Lease, Tenant shall pay as base monthly rent (“Base Monthly Rent”) for the Premises in an amount determined pursuant to the following schedule:

Base Monthly Rent shall be due in advance on or before the first day of each calendar month during the Lease Term. All sums payable by Tenant under this Lease shall be paid to Landlord in lawful money of the United States of America, without offset or deduction and without prior notice or demand, at the address specified in Section 1 of this Lease or at such place or places as may be designated in writing by Landlord during the Lease Term. Base Monthly Rent for any period less than a calendar month shall be a pro rata portion of the monthly installment. Concurrently with Tenant’s execution of this Lease, Tenant shall pay to Landlord the sum of Three Hundred Twenty Three Thousand Four Hundred Forty Five and 83/100 ($323,445.83) as prepaid rent for the first month of the Lease.

      B. Late Charges: Tenant hereby acknowledges that late payment by Tenant to Landlord of Base Monthly Rent and other sums due hereunder will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which is extremely difficult to ascertain. Such costs include but are not limited to: administrative, processing, accounting, and late charges which may be imposed on Landlord by the terms of any contract, revolving credit, mortgage, or trust deed covering the Premises. Accordingly, if any installment of Base Monthly Rent or other sum due from Tenant shall not be received by Landlord or its designee within five (5) days after the rent is due, Tenant shall pay to Landlord a late charge equal to five (5%) percent of such overdue amount, which late charge shall be due and payable on the same date

3

that the overdue amount was due. The foregoing notwithstanding, Landlord agrees to provide written notice and a 3-day cure period to Tenant no more than once every 18 months of the Lease Term prior to assessing such late charge. The parties agree that such late charge represents a fair and reasonable estimate of the costs Landlord will incur by reason of late payment by Tenant, excluding interest and attorneys fees and costs. If any rent or other sum due from Tenant remains delinquent for a period in excess of thirty (30) days then, in addition to such late charge, Tenant shall pay to Landlord interest on any rent that is not paid when due at the Agreed Interest Rate specified in Section 19.J following the date such amount became due until paid. Acceptance by Landlord of such late charge shall not constitute a waiver of Tenant’s default with respect to such overdue amount nor prevent Landlord from exercising any of the other rights and remedies granted hereunder. In the event that a late charge is payable hereunder, whether or not collected, for three (3) consecutive installments of Base Monthly Rent, then the Base Monthly Rent shall automatically become due and payable quarterly in advance, rather than monthly, notwithstanding any provision of this Lease to the contrary.

      C. Security Deposit: Concurrently with Tenant’s execution of this Lease, Tenant has deposited with Landlord the sum of Three Hundred Twenty Five Thousand Dollars ($325,000.00) (“Security “Deposit”). Landlord shall not be deemed a trustee of the Security Deposit, may use the Security Deposit in business, and shall not be required to segregate it from its general accounts. Tenant shall not be entitled to interest on the Security Deposit. If Tenant defaults with respect to any provisions of the Lease, including but not limited to the provisions relating to payment of Base Monthly Rent or other charges, Landlord may, to the extent reasonably necessary to remedy Tenant’s default, use any or all of the Security Deposit towards payment of the following: (i) Base Monthly Rent or other charges in default; (ii) any other amount which Landlord may spend or become obligated to spend by reason of Tenant’s default including, but not limited to Tenant’s failure to restore or clean the Premises following vacation thereof. If any portion of the Security Deposit is so used or applied, Tenant shall, within ten (10) days after written demand from Landlord, deposit cash with Landlord in an amount sufficient to restore the Security Deposit to its full original amount, and shall pay to Landlord such other sums as necessary to reimburse Landlord for any sums paid by Landlord. If Tenant shall monetarily default after expiration of any applicable cure period more than three (3) times in any twelve (12) month period, then the Security Deposit shall, within ten (10) days after demand by Landlord, be increased by Tenant to an amount equal to three (3) times the Base Monthly Rent. Tenant may not assign or encumber the Security Deposit without the consent of Landlord. Any attempt to do so shall be void and shall not be binding on Landlord. The Security Deposit shall be returned to Tenant within thirty (30) days after the Expiration Date and surrender of the Premises to Landlord, less any amount deducted in accordance with this Section, together with Landlord’s written notice itemizing the amounts and purposes for such deduction. In the event of termination of Landlord’s interest in this Lease, Landlord may deliver or credit the Security Deposit to Landlord’s successor in interest in the Premises and thereupon be relieved of further responsibility with respect to the Security Deposit.

5. CONSTRUCTION:

4

      A. Building Shell Construction: Prior to the Commencement Date, Landlord shall complete construction of shell of the Building and interior core improvements (“Office Building Shell”) the scope of which improvements are outlined in the plans and specifications attached as Exhibit “C” (“Office Shell Plans and Specifications”). Landlord shall be responsible and pay for all costs and expenses associated with the Office Building Shell. Tenant shall retain the right to substitute material finishes in the lobby and core areas of the Building provided (i) Tenant shall be responsible for any cost increases due to such substitution, and (ii) any delay in Substantial Completion of the Premises resulting from such substitution shall be deemed a Tenant Delay pursuant to Section 5.I of this Lease. The Office Building Shell shall be constructed in a good and workmanlike fashion and in compliance with all codes, laws, rules and regulations of applicable governmental authority. Landlord shall assign to Tenant any warranties related to the Office Building Shell which would reduce Tenant’s maintenance obligations hereunder and shall cooperate with Tenant to enforce all such warranties. Such warranties shall include the warranty on the roof membrane Landlord has received from the roofing contractor.

      B. Tenant Improvement Plans: Tenant, at Tenant’s sole cost and expense, shall retain an interior architect (“Architect”) to prepare plans and outline specifications to be attached as Exhibit “D” (“Tenant Improvement Plans and Specifications”) with respect to the construction of the balance of the improvements to the interior of the premises (“Tenant Improvements”) necessary for Tenant’s use and occupancy of the Building. Landlord shall cause Tenant Improvements to be constructed by the Devcon Construction (“General Contractor”), in accordance with Tenant Improvement Plans and Specifications. The Tenant Improvement Plans and Specifications shall be completed for all aspects of the work by (i) February 14, 2000 with all detail necessary for submittal to the city for issuance of building permits, and (ii) March 6, 2000 with all detail necessary for construction and shall include any information required by the relevant agencies regarding Tenant’s use of Hazardous Materials if applicable. The Tenant Improvements shall consist of all items not included within the scope of the Office Building Shell. All Tenant Improvements shall be subject to Landlord’s approval, which approval which shall not be unreasonably withheld, conditioned or delayed. The Tenant Improvement Plans and Specifications shall provide for a minimum build-out in all areas of the Premises consisting of: (i) fire sprinklers, (ii) floor coverings, (iii) t-bar suspended ceiling (iv) distribution of the HVAC system, (v) 2’ x 4’ drop-in florescent lighting, and (vi) any other work required by the City of Santa Clara necessary to obtain a Certificate of Occupancy. Tenant shall not have the right to delay the completion of the foregoing minimum Tenant Improvement build-out. The Tenant Improvement Plans and Specifications shall be prepared in sufficient detail to allow the General Contractor to construct the Tenant Improvements. The Tenant Improvements shall not be removed or altered by Tenant without the prior written consent of Landlord as provided in Section 7. Tenant shall have the right to depreciate and claim and collect any investment tax credits in the Tenant Improvements paid for Tenant. Upon expiration of the Lease Term or any earlier termination of the Lease, the Tenant Improvements shall become the property of Landlord and shall remain upon and be surrendered with the Premises, and title thereto shall automatically vest in Landlord without any payment therefore.

     Landlord shall use its reasonable best efforts to obtain a building permit from the City of Santa Clara for the Tenant Improvements as soon as possible after submittal of the Tenant

5

Improvement Plans and Specifications, and thereafter to cause the General Contractor to Substantially Complete the Tenant Improvements. The Tenant Improvements shall be deemed substantially complete when: (i) Tenant Improvements have both been substantially completed in accordance with the Tenant Improvement Plans and Specifications, as evidenced by the issuance of a certificate of occupancy or its equivalent by the appropriate governmental authority, (ii) Tenant’s Architect has certified that the Tenant Improvements have been completed in accordance with the Tenant Improvement Plans and Specifications, and Landlord’s Architect has certified to Tenant that the Office Building Shell and Project have been completed in accordance with the Office Building Shell Plans and Specifications; and (iii) the Building systems including, but not limited to, mechanical, electrical and plumbing, are operational to the extent necessary to service the Premises, and Tenant has use of substantially all parking spaces called for under this Lease. Installation of (i) Tenant’s data and phone cabling, (ii) Tenant’s furniture, or (iii) the exterior landscaping shall not be required in order to deem the Tenant Improvements Substantially Complete. Landlord agrees to provide Tenant a Certificate of Occupancy from the City of Santa Clara (or its equivalent) within sixty (60) days following the Commencement Date.

      C. Pricing: Within ten (10) days after completion of the Tenant Improvements Plans and Specifications, Landlord shall cause the General Contractor to submit to Tenant copies of competitive bids (including a schedule of values for each bid) from at least three (3) subcontractors (at least one of which such subcontractors may be specified by Tenant, subject to Landlord’s reasonable approval) for each aspect of the work in excess of Five Thousand and No/100 Dollars ($5,000.00) related to the Tenant Improvements. The foregoing notwithstanding, Tenant shall have the right to sole-source to designated subcontractors (su