**Exhibit 11**

[Cornish & Carey Commercial Logo]

 

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SUBLEASE

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| **Sublessor:** | Southwall  Technologies, Inc.,       | **Premises:** | 1029  Corporation Way, #210 |
|----------------|--------------------------------------|---------------|-----------------------------|
|           | a Delaware  corporation              |          | Palo Alto,  CA 94303        |
|           |                                 |          |                        |
| **Sublessee:** | Digeo, Inc.,  a Delaware corporation | **Date:**     | July 10,  2001              |

 
| **1.** | **Parties:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | This  Sublease is made and entered into as of July 10, 2001, by and between  Southwall Technologies, Inc., a Delaware corporation (Sublessor), and Digeo,  Inc., a Delaware corporation (Sublessee), under the Master Lease dated  October 14, 1999, between C & J Development Co., a California limited  partnership, as Lessor and Sublessor under this Sublease as Lessee. A copy of  the Master Lease is attached hereto as Exhibit "A" and incorporated  herein by reference.                           |
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| **2.** | **Provisions Constituting Sublease:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | 2.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | This  Sublease is subject to all of the terms and conditions of the Master Lease  except as specifically excluded in section 2.2 of this Sublease. Sublessee  hereby assumes and agrees to perform all of the obligations of Lessee under  the Master Lease to the extent said obligations apply to the Subleased  Premises and Sublessee's use of the common area, except as specifically set  forth herein. Sublessor hereby agrees to cause Lessor, under the Master  Lease, to perform all of the obligations of Lessor thereunder to the extent  said obligations apply to the Subleased Premises and Sublessee's use of the  common areas. Sublessee shall not commit or permit to be committed on the  Subleased Premises or on any other portion of the Project any act or omission  which violates any term or condition of the Master Lease. Except to the  extent waived or consented to in writing by the other party or parties hereto  who are affected thereby, neither of the parties hereto will, by  renegotiations of the Master Lease, assignment, subletting, default or any  other voluntary action, avoid or seek to avoid the observance or performance  of the terms to be observed or performed hereunder by such party but, will at  all times, in good faith assist in carrying out all the terms of this  Sublease and in taking all such action as may be necessary or appropriate to  protect the rights of the other party or parties hereto who are affected  thereby against impairment. Nothing contained in this Section 2.1 or  elsewhere in this Sublease shall prevent or prohibit Sublessor (a) from  exercising its right to terminate the Master Lease pursuant to the terms  thereof or (b) from assigning its interest in this Sublease, only if  Sublessee is in material, uncured breach of the terms of Sublease. |
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|   | 2.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | All of the  terms and conditions contained in the Master Lease are incorporated herein,  except as specifically provided below, and shall together with the terms and  conditions specifically set forth in this Sublease constitute the complete  terms and conditions of this Sublease. The following paragraphs of the Master  Lease **shall not**be  included in this Sublease: 2, 4, 5, 7, 9, 13, 16, 48, 53, 54, 55, Exhibit A. |
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| **3.** | **Subleased Premises:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | Sublessor  leases to Sublessee and Sublessee leases from Sublessor the Subleased  Premises upon all of the terms, covenants and conditions contained in this  Sublease. The Subleased Premises consist of approximately 5,342 rentable +/-  square feet, located at 1029 Corporation Way, #210 in Palo Alto, California  as shown and described in Exhibit "B".                                                                                                                                                  |
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| **4.** | **Rent:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | Upon  execution of this Agreement, Sublessee shall pay to Sublessor as Rent for the  Subleased Premises the sum of Twenty-Three Thousand Five Hundred Ninety and  96/100 Dollars ($23,590.96) Full Service, representing July's pro rata rent  (25th-31st) and August's rent payment. No rent shall be  due prior to July 25, 2001. Thereafter, the monthly rent shall be the sum of  Nineteen Thousand Seven Hundred Sixty-Five and 40/100 Dollars ($19,765.40)  Full Service, in accordance with the following schedule: |

 
| ***Months*** | ***Amount per square  foot//Full Service*** |   |
|--------------|---------------------------------------------|--------|
| 01-18        | $3.70                                       |   |
|         |                                        |   |
|         |                                        |   |
|         |                                        |   |

 
|   | The rental  amount shall be paid, without deductions, offset, prior notice or demand. If  the commencement date or the termination date of the Sublease occurs on a  date other than the first day or the last day, respectively, of a calendar  month, then the Rent for such partial month shall be prorated and the  prorated Rent shall be payable on the Sublease commencement date or on the  first day of the calendar month in which the Sublease termination date  occurs, respectively.                                                                                                                                                                                                                                                                                                                       |
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|   | Sublessee  shall not be required or obligated to complete any work or pay any repair and  maintenance costs, property taxes and insurance, common area charges, capital  expenditures, or other items that Master Lessor may pass through to  Sublessor. Sublessor shall be responsible for ensuring that the building  systems, plumbing, electrical and HVAC systems remain in good working  condition and repair throughout the sublease term.                                                                                                                                                                                                                                                                                                                                                                       |
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| **5.** | **Security Deposit:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | Upon  execution of this Agreement, Sublessee shall pay to Sublessor $39,530.80 as a  non-interest bearing Security Deposit. In the event Sublessee has performed  all of the terms and conditions of this Sublease during the term hereof,  Sublessor shall return to Sublessee, within ten (10) days after Sublessee has  vacated the Subleased Premises, the Security Deposit less any sums due and  owing to Sublessor.                                                                                                                                                                                                                                                                                                                                                                                              |
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| **6.** | **Rights of Access and Use:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | 6.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Use: |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Sublease  shall use the Subleased Premises only for those purposes permitted in the  Master Lease, unless Sublessor and Master Lessor consent in writing to other  uses prior to the commencement thereof. |
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| **7.** | **Sublease Term:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | 7.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Sublease  Term: |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | The Sublease  Term shall be for the period commencing on July 23, 2001 and continuing  through December 31, 2002. In no event shall the Sublease Term extend beyond  the Term of the Master Lease. |
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|   | 7.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Inability to  Deliver Possession: |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | In the event  Sublessor is unable to deliver possession of the Subleased Premises at the  commencement of the term, Sublessor shall not be liable for any damage caused  thereby nor shall this Sublease be void or voidable, but Sublessee shall not  be liable for Rent until such time as Sublessor delivers possession of the  Subleased Premises to Sublessee, 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 and shall pay Rent for the period ending with  commencement of the term at the same rental as that prescribed for the first  month of the term prorated at the rate of 1/30th thereof  per day. In the event Sublessor has been  unable to deliver possession of the Subleased Premises within thirty (30)  days from the commencement date, Sublessee, at Sublessee's option, may  terminate this Sublease. |
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| **8.** | **Notices:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | All notices,  demands, consents and approvals which may or are required to be given by  either party to the other hereunder shall be given in the manner provided in  the Master Lease at the addresses shown below. 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 the  Lessor of an Event of Default or actual knowledge of such impairment. If  Sublessor elects to terminate the Master Lease, Sublessor shall so notify  Sublessee by giving at least thirty (30) days notice prior to the effective  date of such termination. |

 
| **Sublessor's Address: ** |   | Southwall  Technologies, Inc.  1029 Corporation Way | **Sublessee's Address:** |   | Digeo, Inc.  1029 Corporation Way, #210 |
|--------------------------------|--------|-----------------------------------------------------|--------------------------|--------|-----------------------------------------|
|                           |   | Palo Alto,  CA 94303                                |                     |   | Palo Alto,  CA 94303                    |
| Attn:                          |   | Robert R.  Freeman                                  | Attn:                    |   | Larry Weber                             |
|                           |   | Sr. Vice  President, CFO                            |                     |   | President,  Digeo Systems Group         |
| **Phone Number:**              |   | 650-962-9111  x 1225                                | **Phone Number:**        |   | (650)  823-3985 (Cellular)              |
| **Fax Number:**                |   | 650-967-8713                                        | **Fax Number:**          |   | TBD                                     |

 
| **9.**  | **Broker Fee:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
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|    | Upon  execution of the Sublease, Sublessor shall pay Cornish & Carey  Commercial, a licensed real estate broker, fees set forth in a separate  agreement between Sublessor and Broker, for brokerage services rendered by  Broker to Sublessor in this transaction.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
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| **10.** | **Broker Representation:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|    | The only  Brokers involved in this Sublease are Cornish & Carey Commercial  representing Sublessor and Colliers International representing Sublessee:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
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| **11.** | **Compliance with Nondiscrimination Regulations:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|    | It is  understood that it is illegal for Sublessor to refuse to display or sublease  the Subleased Premises or to assign, surrender or sell the Master Lease, to  any person because of race, color, religion, national origin, sex, sexual  orientation, marital status or disability.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
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| **12.** | **Toxic Contamination Disclosure:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|    | Sublessor  and Sublessee each acknowledges that they have been advised that numerous  federal, state, and/or local laws, ordinances and regulations (Laws) affect  the existence and removal, storage, disposal, leakage of and contamination by  materials designated as hazardous or toxic (Toxics). Many materials, some  utilized in everyday business activities and property maintenance, are  designated as hazardous or toxic.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
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|    | Sublessee  shall be released from any potential liability resulting from Sublessor's  breach of the terms of the Master Lease including Section 50 (Environmental  Matters) which occurred prior to commencement of the Sublease.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
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|    | Some of the  Laws require that Toxics be removed or cleaned up by landowners, future  landowners or former landowners without regard to whether the party required  to pay for "clean up" caused the contamination, owned the property  at the time the contamination occurred or even knew about the contamination.  Some items, such as asbestos or PCBs, which were legal when installed, now  are classified as Toxics and are subject to removal requirements. Civil  lawsuits for damages resulting from Toxics may be filed by third parties in  certain circumstances.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
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|    | Sublessor  and Sublessee each acknowledge that Broker has no specific expertise with  respect to environmental assessment or physical condition of the Subleased  Premises, including, but not limited to, matters relating to: (i) problems  which may be posed by the presence or disposal of hazardous or toxic  substances on or from the Subleased Premises, (ii) problems which may be  posed by the Subleased Premises being within the Special Studies Zone as  designated under the Alquist-Priolo Special Studies Zone Act (Earthquake  Zones), Section 2621 - 2630, inclusive of California Public Resources Code,  and (iii) problems which may be posed by the Subleased Premises being within  a HUD Flood Zone as set forth in the U.S. Department of Housing and Urban  Development "Special Flood Zone Area Maps", as applicable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
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|    | Sublessor  and Sublessee each acknowledge that Broker  has not made an independent investigation or determination of the physical or  environmental condition of the Subleased Premises, including, but not limited  to, the existence or nonexistence of any underground tanks, sumps, piping,  toxic or hazardous substances on the Subleased Premises. Sublessee agrees  that it will rely solely upon its own investigation and/or the investigation  of professionals retained by it or Sublessor, and neither Sublessor nor  Sublessee shall rely upon Broker to determine the physical and environmental  condition of the Subleased Premises or to determine whether, to what extent  and in what manner, such condition must be disclosed to potential sublessees,  assignees, purchasers or other interested parties. Sublessor shall indemnify  Sublessee from any prior toxic contamination.                                                                                                                                                                                                                                                                                                                                                                                                                              |
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| **13.** | **Rent Abatement and Damages to Personal Property:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|    | In the event  Sublessor, pursuant to the terms of the Master Lease, is entitled to and  receives rent abatement, then to the extent such rent abatement affects the  Subleased Premises, Sublessee shall be entitled to rent abatement in an  amount that the net rentable area of the Subleased premises bears to the  total net rentable area of the Master Lease, and only to the extent any such  abatement applies to the Sublease Term. In addition, any amounts paid or  credited to Sublessor under the terms of the Master Lease for damage to  personal property shall be credited to Sublessee, subject to the same  limitations set forth above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
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| **14.** | **Tenant Improvements:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|    | Sublessee  shall take possession of the Premises in an "as is" condition with  the exception that Sublessor will steam clean the carpet. Sublessor shall  also insure that all Building systems are in good working condition at Lease  commencement. Sublessor shall patch the walls and provide touch-up paint as  necessary so that upon delivery to Sublessee, the walls and doors of the Premises  are clean, free of holes, and appear in good clean condition. Sublessee shall  have the right, at Sublessee's cost and completed by licensed contractors  with government approvals as required, to divide the conference room into two  separate rooms, add supplemental HVAC to Sublessee's server room, and add a  satellite dish to the roof. Sublessee shall have access to its satellite dish  24 hours per day, 7 days per week. Sublessee shall also have the right to  make further changes to the Premises that it deems necessary subject to  reasonable approval from Sublessor and Lessor which shall not be unduly  withheld. Regarding such additional improvements, at the time of Sublessor's  approval, Sublessor may require Sublessee to return the improvements back to  its original condition at the end of the Sublease term. Sublessee shall keep  property lien free for any improvement work. |
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| **15.** | **Furniture:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|    | With the  exception of all furniture in the conference room, the phone systems and all  file cabinets, Sublessee shall have the right to use the furniture and  whiteboards in the Premises at no charge during the sublease term. Sublessor  shall also provide full compliment of office furniture for each private  office. Additionally, Sublessor will provide cubicles which will support 14  full-time work stations. Furthermore, Sublessee, at Sublessee's sole cost,  will have permission from the Sublessor to reconfigure the cubicles.  Sublessor shall provide the name and phone number of their furniture  contractor as soon as possible.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
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| **16.** | **Expansion:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|    | Sublessee  shall have the right of first offer on Suites #100 and #200 in the building.  The process for this right of first offer shall be that should Sublessor at  any time receive an offer on either one of these suites, Sublessor shall provide  a copy of that offer to Sublessee. Sublessee shall then have 2 full business  days following receipt of that agreement by the Sublessee to lease the  subject space under the terms of that offer. If Sublessee does not respond or  does not accept the terms of the offer, Sublessor shall have the right to  lease space to that third party. The right of first offer shall exist any  time Sublessor receives a new offer or substantive change to an existing  offer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
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| **17.** | **Insurance:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|    | Pursuant to  the Master Lease Paragraph #11, 2nd page, 8th line down  "shall be endorsed to provide that the limits and aggregates apply per  location using ISO Bureau Form CG25041185" shall not be applicable to  Sublessee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
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|    | With regard  to the Master Lease Paragraph #11, 2nd page, 12th line  down, Sublessee deductible shall be $50,000 per occurrence. Sublessee shall  be solely responsible for any loss up to the $50,000 deductible amount.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
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|    | Pursuant to  the Master Lease Paragraph #11, 2nd page, 12th line  down "The commercial general liability insurance carried ... provisions  set forth in said Paragraph 18" shall be inapplicable to Sublessee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
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| **18.** | **Early Occupancy:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|    | Sublessor  shall provide early occupancy to the Premises no later than July 23, 2001.  Sublessor will use its best efforts to get Sublessee into the space prior to  July 23, 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
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| **19.** | **Signage:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|    | Sublessor  shall allow Sublessee exterior signage in the form of building signage, based  on their pro rata share of the building. Such signage shall be subject to  Master Landlord's and Sublessor's prior approval.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
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| **20.** | **Full Service Sublease:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|    | Both parties  agree they are entering into a Full Service Sublease including 5 days a week  janitorial and utilities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |

 

**Sublessor:**

 
| By:    | /s/ Robert  R. Freeman                                                     |   | Date:  | July 12,  2001 |
|--------|----------------------------------------------------------------------------|--------|--------|----------------|
|   | *Robert R. Freeman, Sr. Vice President, CFO  Southwall Technologies, Inc.* |   |   |           |

 

**Sublessee:**

** **
| By:    | /s/ Larry  Weber                                           |   | Date:  | July 12,  2001 |
|--------|------------------------------------------------------------|--------|--------|----------------|
|   | *Larry Weber, President, Digeo Systems Group  Digeo, Inc.* |   |   |           |

 

NOTICE TO SUBLESSOR ANDSUBLESSEE: CORNISH & CAREY COMMERCIAL, IS NOT AUTHORIZED TO GIVE LEGAL ORTAX ADVICE; NOTHING CONTAINED IN THIS SUBLEASE OR ANY DISCUSSIONS BETWEENCORNISH & CAREY COMMERCIAL AND SUBLESSOR AND SUBLESSEE SHALL BE DEEMED TOBE A REPRESENTATION OR RECOMMENDATION BY CORNISH & CAREY COMMERCIAL, OR ITSAGENTS OR EMPLOYEES AS TO THE LEGAL EFFECT OR TAX CONSEQUENCES OF THIS DOCUMENTOR ANY TRANSACTION RELATING THERETO. ALL PARTIES ARE ENCOURAGED TO CONSULT WITHTHEIR INDEPENDENT FINANCIAL CONSULTANTS AND/OR ATTORNEYS REGARDING THETRANSACTION CONTEMPLATED BY THIS PROPOSAL.

 

Exhibit "A" MasterLeaseExhibit "B" Premises

 

 

 

 

CONSENT OF MASTER LESSOR

 

                Master Lessor ("Master Lessor"), aslandlord under the Master Lease dated October 14, 1999, attached hereto asExhibit A ("Lease") , hereby consents to the foregoing Sublease byand between Southwall Technologies, Inc., a Delaware corporation("Sublessor") and Digeo, Inc., a Delaware corporation("Sublessee"). Said consent shall not, nor be deemed to, waive, amendor modify any provision of the Lease, nor shall said consent be deemed to be orconstitute a consent to any further sublease or assignment or other futuretransaction (whether similar or dissimilar) whatsoever, which under the termsof the Lease requires Master Lessor's consent. Further, said consent shall notrelease, nor be deemed to release, Tenant from any of its covenants,agreements, liabilities, and obligations under or arising out of the Lease, andnor shall said consent constitute Master Lessor's consent to, or create or bedeemed to create, any direct contractual privity between Master Lessor andSublessee with respect to the Sublease (not-withstanding any provisions as mayexist to the contrary in the Sublease). In providing said consent, MasterLessor makes no representations or warranties whatsoever, whether express orimplied, regarding the physical or environmental condition of the SubleasedPremises or Premises (including, without limitation, its habitability orsuitability for any use or purpose or compliance with the Americans withDisabilities Act) or regarding any other condition affecting the SubleasedPremises or Premises, and by its execution of this instrument Sublesseecovenants and agrees not to sue and to forever release Master Lessor, and itstrustees, officers, directors, agents and employees for and from any and allclaims, losses, damages, causes of action, and liabilities arising out ofhazardous substances or groundwater contamination presently existing on, underor emanating from the Premises or any part thereof.

 

                By its execution of this instrument,Sublessee acknowledges and agrees that the Sublease is and shall remain at alltimes subject and subordinate in all respects to the Lease, and Sublesseefurther agrees to indemnify, defend and hold Master Lessor harmless on the sameterms and conditions that Sublessor has agreed to indemnify, defend and holdMaster Lessor harmless under Paragraph 18 of the Lease (with each reference tothe "Premises", "Tenant", "Landlord" and"Paragraph 7" contained therein being deemed to refer to the SubleasedPremises, Sublessee, Master Lessor, and the Sublease, respectively). Saidindemnity by Sublessee shall survive the expiration or sooner termination ofthe Sublease.

 

                As set forth in paragraph 19 of the MasterLease, one-half of any sums or other economic consideration received bySublessor as a result of the foregoing sublease agreement between Sublessor andSublessee (except rental or other payments received which are attributable tothe amortization over the term of this lease of the cost of leaseholdimprovements constructed for such subtenant, and brokerage fees) whetherdenominated rentals or otherwise, which exceed, in the aggregate, the totalsums which Sublessor is obligated to pay Master Lessor under the Master Lease(prorated to reflect obligations allocable to that portion of the Premisessubject to such sublease), shall be payable to Master Lessor as additional rentunder the Master Lease without affecting or reducing any other obligation ofSublessor under the Master Lease or hereunder.

 

                All notices to be given to Landlord pursuantto the Lease (or to Lessor pursuant to the Sublease) shall be sent to 360 S.San Antonio Road, Suite 14, Los Altos, CA 94022.

 

                Unless otherwise defined herein, allinitially capitalized terms used herein shall have the meaning ascribed to themin the Lease or Sublease, as applicable. The provisions of the Lease, Subleaseand this consent shall apply during any early occupancy period. In the event ofany inconsistency between the terms of this consent and the terms of theSublease, the terms of this consent shall control.

 

                IN WITNESS WHEREOF, the parties hereto haveexecuted this Consent of Master Lessor as of the day and year set forth thebelow parties' respective signatures.

 

| MASTER  LESSOR: | C & J  DEVELOPMENT COMPANY,                                                                                                                          |
|-----------------|----------------------------------------------------------------------------------------------------------------------------------------------------------|
|            | a California  limited partnership                                                                                                                        |
|            |                                                                                                                                                     |
|            | By: /s/  Sandra Simons                                                                                                                                   |
|            | Sandra  Simons, as Trustee under the Charles S. McCandless and Jean A. McCandless  Inter Vivos Trust Agreement dated January 25, 1977, a General Partner |
|            |                                                                                                                                                     |
|            | Date:                                                                                                                                                    |
|            |                                                                                                                                                     |
| SUBLESSEE:      | SOUTHWALL  TECHNOLOGIES, INC., a Delaware Corporation                                                                                                    |
|            |                                                                                                                                                     |
|            | By: /s/  Robert R. Freeman                                                                                                                               |
|            |                                                                                                                                                     |
|            | Name: Robert  R. Freeman                                                                                                                                 |
|            |                                                                                                                                                     |
|            | Its: Sr. VP,  CFO                                                                                                                                        |
|            |                                                                                                                                                     |
|            | Date: July  12, 2001                                                                                                                                     |
|            |                                                                                                                                                     |
| SUBLESSOR:      | DIGEO, INC.,  a Delaware Corporation                                                                                                                     |
|            |                                                                                                                                                     |
|            | By: /s/  Larry Weber                                                                                                                                     |
|            |                                                                                                                                                     |
|            | Name: Larry  Weber                                                                                                                                       |
|            |                                                                                                                                                     |
|            | Its:  President, dSG                                                                                                                                     |
|            |                                                                                                                                                     |
|            | Date: July  12, 2001                                                                                                                                     |