EXHIBIT 10.11

                             RENT PURCHASE AGREEMENT

                                  by and among

                    SUMITOMO BANK LEASING AND FINANCE, INC.,

                             a Delaware corporation,

                                   as Landlord

                                       and

                       INTEGRATED DEVICE TECHNOLOGY, INC.,

                             a Delaware corporation

                                as RENT PURCHASER


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                             RENT PURCHASE AGREEMENT

         THIS RENT PURCHASE AGREEMENT ("Agreement"),  dated as of September ___,
1999,  is by and among  Sumitomo  Bank  Leasing and  Finance,  Inc.,  a Delaware
corporation  ("Landlord"),  and Integrated Device  Technology,  Inc., a Delaware
corporation ("Rent Purchaser"), and shall be effective and binding upon Landlord
and Rent Purchaser as of the date specified on the counterpart signature page of
each hereof.  Capitalized  terms used herein and not  otherwise  defined  herein
shall have the meanings set forth in the Lease as amended (defined below).

         WHEREAS,  pursuant to the Lease,  Landlord has made Advances related to
the Premises using its own funds pursuant to the Lease,  and Landlord has leased
the Premises to Tenant;

         WHEREAS,  Rent  Purchaser  shall  purchase  from  Landlord an undivided
interest in the Lease Investment Balance; and

         WHEREAS,  Rent  Purchaser and Landlord are entering into this Agreement
to set forth,  among other things,  the order of priority for  distributions  of
funds  received  by  Landlord  under  the  Lease  and  the  rights,  duties  and
obligations of Landlord in connection with administrating the Lease.

         NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  herein
contained, the parties hereto agree as follows.

                                   DEFINITIONS

         For purposes of this Rent Purchase Agreement, the following terms shall
have the meanings set forth in this Section 1.

         "Advances" shall have the meaning as set forth in the Lease.

         "Default  Amounts"  shall mean all amounts  paid by Tenant or otherwise
realized by Landlord as a result of the exercise of Landlord's  remedies  during
the continuance of an Event of Default under the Lease.

         "Insurance  and  Condemnation  Payments"  shall mean the portion of all
compensation  attributable  to the Premises and awarded or paid upon any Taking,
as  described  in Article  16 of the Lease,  and paid to  Landlord  pursuant  to


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Article 16 of the Lease,  plus a portion of all  proceeds of  insurance  paid to
Landlord pursuant to Article 17 of the Lease.

         "Landlord's  Base Rent Interest"  shall mean the sum of (a) the portion
of such payment of Base Rent equal to the product  obtained by  multiplying  the
Landlord Contribution Rate by the Landlord Contribution  outstanding on each day
during the relevant period, which amount is then prorated for the monthly rental
period in question on the basis of a 360-day year and the actual  number of days
elapsed; plus (b) the same portion of each payment of interest paid by Tenant at
the Default Rate on Base Rent.

         "Landlord's  Default  Interest" shall mean Landlord's  right to receive
and retain, in the order of priority set forth in Section 1.2 hereof, so much of
the Default Amounts that does not exceed the sum of (a) the aggregate  amount of
the accrued and unpaid  Landlord's  Base Rent Interest;  plus (b) the Landlord's
Purchase Price Interest.

         "Landlord's Insurance and Condemnation  Interest" shall mean Landlord's
right to receive and retain,  in the order of priority  set forth in Section 1.2
hereof, so much of the Insurance and Condemnation  Payments that does not exceed
the sum of (a) Landlord's Percentage of the Insurance and Condemnation Payments,
plus (b) the same  portion  of each  payment of  interest  paid by Tenant at the
Default Rate on the Insurance and Condemnation Payments.

         "Landlord's  Interests"  shall mean the Landlord's  Base Rent Interest,
the  Landlord's  Default  Interest,  the Landlord's  Insurance and  Condemnation
Interest;  the Landlord's Purchase Price Interest and the Landlord's Termination
Option Interest,  and Landlord's  Percentage of any other payment made by Tenant
pursuant to the Lease which is  required to be credited  against,  and cause the
reduction of, the Lease Investment Balance.

         "Landlord's  Percentage" shall mean Landlord's  percentage  interest in
the Lease Investment Balance.  As of the date hereof, the Landlord's  Percentage
is equal to 21.3639123 %.

         "Landlord's  Purchase Price Interest"  shall mean  Landlord's  right to
receive and retain,  in the order of priority set forth in Section 1.2 hereof, a
portion of the Purchase Price payable by Tenant under Section 20.1 of the Lease,
in the amount specified in Section 1.2.

         "Landlord's  Residual  Interest"  shall mean all of Landlord's  rights,
title and interest in and to the  Operative  Documents  that are not included in
the Rent Purchaser's Interests or the Landlord's Interests,  including,  without
limitation, all costs and expenses (including counsel fees) incurred by Landlord
in connection with an Event of Default and all costs of carry with regard to the
Property in connection with a Termination Option.

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         "Landlord's Termination Option Interest" shall mean Landlord's right to
receive and retain,  in the order of priority set forth in Section 1.2 hereof, a
portion of the Termination  Amount payable by Tenant pursuant to Section 20.2 of
the Lease.

         "Lease"  shall mean that certain  lease dated  January 27, 1995 between
Landlord and Tenant,  as amended by that certain First  Amendment to Sublease of
Land and Lease of the  Improvements  dated  December  11,  1995,  and as further
amended by that  certain  Second  Amendment to Sublease of the Land and Lease of
the Improvements dated on even date herewith.

         "Lease Investment Balance" has the meaning set forth in the Lease.

         "Percentage   Interest"  shall  mean  Landlord's  Percentage  and  Rent
Purchaser's Percentage, respectively.

         "Rent Payment Date" shall have the meaning set forth in the Lease.

         "Rent  Purchaser's  Base Rent  Interest"  shall mean the sum of (a) the
portion of such payment equal to the product  obtained by multiplying  the LIBOR
Rate by the Rent  Purchaser  Contribution  outstanding  on each day  during  the
relevant period,  which amount is then prorated for the monthly rental period in
question on the basis of a 360-day year and the actual  number of days  elapsed;
plus (b) the same  portion  of each  payment of  interest  paid by Tenant at the
Default Rate on Base Rent.

         "Rent  Purchaser's  Default Interest" shall mean so much of the Default
Amounts  that  does  not  exceed  the sum of (a) the  accrued  and  unpaid  Rent
Purchaser's  Base Rent Interest;  plus (b) the Rent  Purchaser's  Purchase Price
Interest.

         "Rent  Purchaser's  Insurance and Condemnation  Interest" shall mean so
much of the Insurance and Condemnation  Payments that does not exceed the sum of
(a) Rent Purchaser's Percentage of the Insurance and Condemnation Payments, plus
(b) the same portion of each  payment of interest  paid by Tenant at the Default
Rate on the Insurance and Condemnation Payments.

         "Rent Purchaser's  Interests" shall mean the Rent Purchaser's Base Rent
Interest,  the Rent Purchaser's Default Interest, the Rent Purchaser's Insurance
and Condemnation  Interest,  Rent Purchaser's Purchase Price Interest,  the Rent
Purchaser's Termination Option Interest , and Rent Purchaser's Percentage of any
other  payment  made by Tenant  pursuant  to the Lease  which is  required to be
credited against, and cause the reduction of, the Lease Investment Balance.

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         "Rent Purchaser's Percentage" shall mean the percentage interest in the
Lease  Investment  Balance  of the Rent  Purchaser.  As to any  individual  Rent
Purchaser,  "Rent Purchaser's  Percentage" shall mean the percentage interest in
the Lease Investment Balance of such Rent Purchaser.  As of the date hereof, the
Rent Purchaser's Percentage is equal to 78.6360877 %.

         "Rent  Purchaser's  Purchase Price  Interest" shall mean (a) so much of
the Lease  Investment  Balance  payable by Tenant to  Landlord  pursuant  to any
exercise of the Purchase  Option by Tenant under the Lease  (including,  without
limitation,  pursuant to Sections 17.2, 19.3(b), or 20.1 of the Lease) that does
not exceed  the  Guaranteed  Residual  Value,  plus (b) the same  portion of any
interest  paid by Tenant at the  Default  Rate on the  amount  described  in the
preceding clause (a).

         "Rent Purchaser's  Termination  Option Interest" shall mean (a) so much
of the  Termination  Amount that does not exceed the Guaranteed  Residual Value,
plus (b) the same portion of any interest  paid by Tenant at the Default Rate on
the Termination Amount.

         "Termination  Amount" shall mean the sum of all Proceeds of any sale of
the Premises  pursuant to the  Termination  Option paid to Landlord  pursuant to
Section  20.2(d)  of the Lease and all  amounts  payable by Tenant  pursuant  to
Section  20.2(e) of the Lease  resulting  from the  exercise of the  Termination
Option.

                                    SECTION 1

                                  DISTRIBUTIONS

         1.1. General.

                  (a) Payment by Rent Purchaser of Consideration. Rent Purchaser
shall pay to  Landlord,  and  Landlord  hereby  acknowledges  receipt  from Rent
Purchaser of,  $50,558,000.00  as consideration for the sale by Landlord to Rent
Purchaser of Rent Purchaser's Interest.

                  (b)  Distributions  by Landlord.  Upon  Landlord's  receipt of
collected funds of any amount constituting a part of the Landlord's Interests or
the Rent Purchaser's Interests, Landlord shall distribute the same, in the order
of priority set forth in Section 1.2. Distributions to Rent Purchaser,  shall be
made by wire transfer in immediately available funds to Rent Purchaser's account
in the United States as such Rent Purchaser  shall notify Landlord in writing at
least five (5) Business Days before the date of such distribution.

                  (c) Procedure for Distribution.  If Landlord receives any Rent
Purchaser's  Interests to be distributed  pursuant to Section 1.2 prior to 11:00
a.m,


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New  York  time,  on any  Business  Day,  it  shall  distribute  any  such  Rent
Purchaser's Interests to Rent Purchaser by 2:00 p.m., New York time, on the same
Business Day. If Landlord  receives any such Rent  Purchaser's  Interests  after
11:00 a.m.,  New York time,  on a Business  Day, it shall  distribute  such Rent
Purchaser's Interests to Rent Purchaser by 2:00 p.m., New York time, on the next
Business  Day.  In  the  event  that  Landlord  shall  fail  to  make  any  such
distribution  by the time specified,  Landlord shall pay to Rent  Purchaser,  on
demand, the amount of such distribution with interest thereon at a rate equal to
the  average  Federal  Funds  Rate  for the  period  from the  required  date of
distribution to the date on which Landlord makes such distribution  available to
Rent Purchaser in immediately  available funds at the account  referenced above.
If Landlord does not make such  distribution  available to Rent Purchaser within
three (3)  Business  Days after the  required  date of  distribution,  such Rent
Purchaser,  shall be entitled to recover such distribution with interest thereon
at the Default Rate, on demand, from Landlord.

         1.2. Priority.

         (a) All  amounts  received  by  Landlord  constituting  any  payment of
Purchase Price,  Default Amount, or Insurance and Condemnation  Payment shall be
distributed by Landlord in the following order of priority:

                  first:  to Landlord for  application by Landlord to any unpaid
         amounts due to Landlord in respect of the Landlord's Residual Interest;

                  second: so much of the proceeds remaining that does not exceed
         the Landlord's Interest shall be retained by the Landlord for itself;

                  third:  so much of such amounts  remaining  that that does not
         exceed  the  Rent  Purchaser's  Interest  shall  be  paid  to the  Rent
         Purchaser; and

                  fourth: the balance, if any, shall be paid to the Tenant.

         (b) All amounts  received by Landlord  constituting any payment of Base
Rent shall be  distributed  by  Landlord to Landlord  and Rent  Purchaser,  pari
passu, in accordance with Landlord's Percentage and Rent Purchaser's Percentage.

         (c) In the event  Landlord  receives any funds on account of Landlord's
Residual  Interest  pursuant to a distribution  made pursuant to Section 1.2(a),
priority  "first,"  and  Landlord  subsequently  receives  funds on  account  of
Landlord's  Residual Interest for which Landlord has already been so compensated
by such distribution pursuant to Section 1.2(a),  priority "first," then to such
extent such excess funds shall be distributed to Rent Purchaser or Tenant as the
priority requires.

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         (d) All amounts  received by Landlord  constituting  any payment of the
Termination  Amount shall be distributed  by Landlord in the following  order of
priority:

                  (i) If the Premises are not sold:

                  first:  to Landlord for  application by Landlord to any unpaid
         amounts due to Landlord in respect of the Landlord's Residual Interest;

                  second:  so much of such amounts  remaining that that does not
         exceed  the  Rent  Purchaser's  Interest  shall  be  paid  to the  Rent
         Purchaser; and

                  third: the balance, if any, shall be paid to the Tenant.

                  (ii) If the Premises are sold and the Proceeds equal or exceed
         the Lease  Investment  Balance,  the portion of the Proceeds  remaining
         which exceeds the Lease  Investment  Balance shall be paid to Tenant in
         accordance  with  Article  20.2 of the  Lease  and the  portion  of the
         Proceeds  remaining which equals the Lease Investment  Balance shall be
         distributed  by u  Landlord  in the  order  of  priority  specified  in
         Section1.2(a).

                  (iii) If the  Premises are sold and the Proceeds are less than
         the Lease Investment Balance:

                  first:  to Landlord for  application by Landlord to any unpaid
         amounts due to Landlord in respect of the Landlord's Residual Interest;

                  second: so much of the Proceeds remaining that does not exceed
         the  Landlord's  Termination  Option  Interest shall be retained by the
         Landlord for itself;

                  third:  so much of the sum of the Proceeds  remaining plus the
         reimbursement payment from Tenant pursuant to Article 20.2 of the Lease
         as does not exceed the Rent  Purchaser's  Termination  Option  Interest
         shall be paid to Rent Purchaser; and

                  fourth: the balance, if any, shall be paid to Tenant.


                                    SECTION 2
                    REPRESENTATIONS, WARRANTIES AND COVENANTS

                  2.1.  Representations  and  Warranties  of Landlord.  Landlord
represents and warrants to Rent Purchaser on the date hereof and on each Funding
Date as follows:

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                           (i) Landlord is duly  organized and validly  existing
in good standing under the laws of its  jurisdiction of  incorporation,  and has
the  corporate  power and  authority  to enter into and perform its  obligations
under this Agreement;

                           (ii) this  Agreement has been duly  authorized by all
necessary  corporate action on the part of Landlord and the execution,  delivery
and  performance  hereof by Landlord do not require the consent or approval  of,
the  giving of notice  to,  the  registration  with,  or the taking of any other
action in respect of, any federal,  state or foreign  governmental  authority or
agency by Landlord,  except such as has been duly  obtained and is in full force
and effect,  and do not require any approval of  stockholders of Landlord or any
approval or consent of any trustee or holders of any indebtedness or obligations
of Landlord,  and has been duly executed and delivered by Landlord,  and neither
the execution and delivery  hereof,  nor the  consummation  of the  transactions
contemplated  hereby,  nor  compliance  by  Landlord  with any of the  terms and
provisions  hereof  will  contravene  any  law  of  the  country  and  state  of
incorporation  of Landlord or any  judgment,  governmental  rule,  regulation or
order applicable to or binding on Landlord or contravene or result in any breach
of or constitute any default  under,  or result in the creation of any lien upon
any property of Landlord under, any indenture,  mortgage, chattel mortgage, deed
of trust,  conditional sales contract,  bank loan or credit agreement,  charter,
by-law or other agreement or instrument to which Landlord is a party or by which
it or its properties may be bound or affected;

                           (iii) this Agreement  constitutes a legal,  valid and
binding obligation of Landlord  enforceable  against Landlord in accordance with
the terms hereof;

                           (iv) there are no suits or proceedings  pending,  or,
to the best  knowledge of Landlord,  threatened,  against or affecting  Landlord
before any court,  governmental  agency or  arbitrator,  which in the good faith
opinion  of  Landlord,  after  consultation  with  counsel,  would if  adversely
determined  have a material  adverse  effect on the  interests or the  financial
condition of Landlord or which would purport to affect the legality, validity or
enforceability of this Agreement.

                  2.2.  Representations  and Warranties of Rent Purchaser.  Rent
Purchaser  represents  and  warrants  to Landlord on the date hereof and on each
Funding Date as follows:

                           (i) Rent  Purchaser  is duly  organized  and  validly
existing in good standing under the laws of the  jurisdiction of  incorporation,
and has the


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corporate  power and authority to enter into and perform its  obligations  under
this Agreement;

                           (ii) this  Agreement has been duly  authorized by all
necessary  corporate  action on the part of Rent  Purchaser  and the  execution,
delivery  and  performance  hereof by such Rent  Purchaser  do not  require  the
consent or approval of, the giving of notice to, the  registration  with, or the
taking  of any  other  action in  respect  of,  any  federal,  state or  foreign
governmental authority or agency by Rent Purchaser, except such as has been duly
obtained  and is in full force and effect and do not  require  any  approval  of
stockholders  of Rent  Purchaser  or any  approval  or consent of any trustee or
holders of any indebtedness or obligations of Rent Purchaser,  and has been duly
executed and delivered by Rent Purchaser, and neither the execution and delivery
hereof,  nor the  consummation  of the  transactions  contemplated  hereby,  nor
compliance by Rent Purchaser  with any of the terms and  provisions  hereof will
contravene any law of the country and state of  incorporation  of Rent Purchaser
or any judgment, governmental rule, regulation or order applicable to or binding
on Rent  Purchaser or contravene  or result in any breach of or  constitute  any
default  under,  or result in the creation of any lien upon any property of Rent
Purchaser  under,  any indenture,  mortgage,  chattel  mortgage,  deed of trust,
conditional sales contract,  bank loan or credit agreement,  charter,  by-law or
other  agreement or instrument to which Rent Purchaser is a party or by which it
or its properties may be bound or affected;

                           (iii) this Agreement  constitutes a legal,  valid and
binding  obligation of Rent Purchaser,  enforceable in accordance with its terms
against Rent Purchaser, except as otherwise restricted in the written opinion of
Rent Purchaser's counsel delivered on even date herewith;

                           (iv) there are no suits or proceedings  pending,  or,
to the best knowledge of Rent Purchaser,  threatened,  against or affecting Rent
Purchaser before any court, governmental agency or arbitrator, which in the good
faith opinion of Rent  Purchaser,  after  consultation  with  counsel,  would if
adversely  determined  have  a  material  adverse  effect  on or  the  financial
condition  of Rent  Purchaser  or which  would  purport to affect the  legality,
validity or enforceability of this Agreement; and

                           (v) Rent Purchaser  acknowledges  receiving a copy of
the Lease Documents.

                  2.3. Covenants.

                           2.3.1. Exercise of Rights Under Lease. Rent Purchaser
acknowledges  and agrees that all rights of Landlord to (i)  exercise any remedy
(including  remedies  against  the  Parcels),  election  or option,  or make any

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decision or determination, or give any notice, consent, waiver or approval under
or in respect of, the Lease or any other  Lease  Document,  (ii)  receive and to
enforce the  payment of the full amount of any damages  (whether or not an Event
of  Default  under the Lease has  occurred),  (iii)  receive  and  enforce  each
installment of Base Rent,  Additional  Rent and all other amounts  payable under
the Lease and any other  Lease  Document,  (iv)  receive and enforce all amounts
payable on account of any actual or constructive  loss or damage to the Premises
or any part thereof, (v) receive and enforce all payments on account of any sale
of the Parcels, (vi) receive and enforce all insurance proceeds, condemnation or
requisition  payments or other  payments of any kind for or with  respect to the
Premises or any part thereof,  have been expressly  retained by Landlord as part
of the  Landlord's  Retained  Residual  Interests and that Landlord may exercise
such rights, or choose not to, after making  commercially  reasonable efforts to
confer  with  Rent  Purchaser  and  seek  its  agreement  to  such  exercise  or
forbearance.  Rent Purchaser  specifically agrees that in the event Landlord and
Rent  Purchaser  cannot  agree as to how to proceed  to  foreclose  against  the
Parcels,  Landlord  shall have the right to  judicially  foreclose  against  the
Premises without the agreement of Rent Purchaser. Nothing herein shall be deemed
to confer upon Rent  Purchaser the right to require  Landlord to declare that an
Event of Default has occurred,  or otherwise take any particular  enforcement or
remedial action available to Landlord under the Lease Documents. Landlord agrees
to use commercially reasonable efforts to notify Rent Purchase in writing of the
occurrence  of an Event of Default  under the Lease  Documents,  but  Landlord's
failure to give Rent Purchaser any such notice shall not result in any liability
of Landlord  to Rent  Purchaser.  Landlord  further  agrees to use  commercially
reasonable means to enforce its rights under the Lease and this Agreement.

                           2.3.2.  Return of  Distribution.  In the  event  that
Landlord  shall be  required,  as the  result of any  bankruptcy  or  insolvency
proceeding of Tenant or otherwise,  to return to Tenant or pay over to any court
or other entity an amount (a "Returned Amount") that was distributed pursuant to
Section 1 hereof,  Rent Purchaser  shall on demand from Landlord pay to Landlord
so much of the Returned Amount that was  distributed to Rent Purchaser.  On such
payment,  Rent Purchaser's  right to receive such payment shall be reinstated as
if no distribution of the Returned Amount has been made.

                                    SECTION 3
                         PROVISIONS RELATING TO LANDLORD

                  3.1 Role of Landlord.  Rent  Purchaser  acknowledge  and agree
that Landlord shall be responsible for the general  administration and servicing
of the  Lease.  In  discharging  such  responsibilities,  Landlord  shall act in
accordance with its customary procedures and practices in the administration and
servicing  of leases of a type  similar  to the  Lease.  Landlord  shall  retain

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possession of all of the Lease Documents and all other documents relating to the
Lease.  Photocopies or duplicate originals of any Lease Documents, all financial
and other  information  concerning Tenant and/or the Premises and all other like
documents  and items  prepared or received by Landlord  after the date hereof in
connection  with the Lease shall be supplied by Landlord to Rent  Purchaser upon
written request therefor. Each Rent Purchaser may at all reasonable times at its
expense, and upon reasonable prior written notice to Landlord, inspect, copy and
audit Landlord's books and records pertaining to the Lease.

         The parties  agree that  Landlord is not a party hereto in its capacity
as Landlord under the Lease and Landlord is not assigning, and no Rent Purchaser
is obtaining,  any of the rights or obligations whatsoever of Landlord under the
Lease Documents.

                  3.2 Immunities.  Each Rent Purchaser  acknowledges  and agrees
that Landlord (i) shall not, by reason of this Agreement, any Lease Document, or
otherwise,  be or be  deemed  to be a  trustee,  fiduciary  or agent of any kind
whatsoever  for or on  behalf  of any Rent  Purchaser;  (ii)  shall not have any
duties or responsibilities with respect to Rent Purchaser except those expressly
set  forth  in this  Agreement;  (iii)  shall  not be  responsible  to any  Rent
Purchaser for any recitals, statements,  representations or warranties contained
in any Lease Document,  or in any  certificate or other document  referred to or
provided for in, or received by any of them under,  the Lease Documents  (except
to the extent explicitly made by Landlord herein),  or for the value,  validity,
effectiveness,  genuineness,  enforceability,  execution,  filing, registration,
collectability,  recording,  perfection,  existence, or sufficiency of any Lease
Document, or any other document referred to or provided for herein or therein or
any  Premises  covered by the Lease or for any  failure by any person to perform
any of  its  obligations  hereunder  (except  for  its  own  breach  hereof)  or
thereunder,  and  shall  have no duty to  inquire  into or pass  upon any of the
foregoing  matters;  (iv) shall not be  required  to  initiate  or  conduct  any
litigation  or  collection  proceedings  hereunder  or under any Lease  Document
except to the extent required hereby or to the extent the failure to do so would
constitute gross negligence or willful misconduct;  (v) shall not be responsible
for any mistake of law or fact or any action  taken or omitted to be taken by it
hereunder  or under  any Lease  Document  or any other  document  or  instrument
referred  to or  provided  for herein or therein or in  connection  herewith  or
therewith, except for its own gross negligence or willful misconduct; (vi) shall
not be  responsible  for any  delay,  error,  omission,  or default of any mail,
telegraph,  cable or  wireless  agency  or  operator;  and  (vii)  shall  not be
responsible  for the acts or edicts of any  governmental  or revenue  authority.
Landlord may employ  agents,  designees and  attorneys-in-fact  and shall not be
responsible for the negligence or misconduct of any such parties  selected by it
with reasonable care.  Notwithstanding the foregoing,  nothing contained in this
Section 3.2 shall relieve Landlord for any liability for breach of any provision
of this Agreement.

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                  3.3  Reliance.  Landlord  shall be  entitled  to rely upon any
certification,   notice,  or  other  communication  (including  any  thereof  by
telephone,  telex,  facsimile,  telegram  or cable)  believed  by Landlord to be
genuine  and  correct  and to have  been  signed  or sent by or on behalf of the
proper  person and upon  advice and  statements  of legal  counsel,  independent
accountants  and other  experts  selected  by  Landlord.  Landlord  shall not be
required  in any way to  determine  the  identity  or  authority  or any  person
delivering or executing the same. Landlord shall in all cases be fully protected
in the  acting  or in  refraining  from  acting  hereunder  and  under the Lease
Documents to the extent such action or failure to ac does not  constitute  gross
negligence  or  willful  misconduct,  and,  any  action  taken or failure to act
pursuant to the terms hereof shall be binding on all of the Rent Purchaser.

                  3.4 Injunctions. If any order, writ, judgment, or decree shall
be made or entered by any court  affect the rights,  duties and  obligations  of
Landlord  under this  Agreement or any Lease  Document,  then and in any of such
events,  the Landlord is authorized,  in its sole  discretion,  to rely upon and
comply with such order, writ,  judgment,  or decree which it is advised by legal
counsel  of its  own  choosing  is  binding  upon it  under  the  terms  of this
Agreement, the relevant Lease Documents, or otherwise; and, if Landlord complies
with any such order, writ,  judgment,  or decree, then it shall not be liable to
any Rent  Purchaser  or to any other  person by reason of such  compliance  even
though such  order,  writ,  judgment,  or decree may be  subsequently  reversed,
modified, deemed inapplicable, annulled, set aside, or vacated.

                  3.5 Rights of  Landlord.  Subject to the terms and  provisions
hereof,  Landlord may  (without  having to account  therefor to Rent  Purchaser)
accept  deposits  from,  lend  money  to,  and  generally  engage in any kind of
banking,  financing,  leasing, trust, letter of credit, agency or other business
with  Tenant  (and  any of  its  affiliates)  and  may  accept  fees  and  other
consideration from Tenant for services in connection therewith.

                  3.6  Liability.  Except  as  specifically  set  forth  herein,
neither  Landlord  nor any of its  affiliates,  directors,  officers,  agents or
employees shall be responsible  for or have any duty to ascertain,  inquire into
or verify (a) any statement,  warranty or representation made in connection with
the Lease  Documents;  (b) the performance or observance of any of the covenants
or agreements of Tenant; (c) the satisfaction of any condition  specified in the
Lease Documents; or (d) the validity, effectiveness or genuineness of any of the
Lease  Documents or any other  instrument  or writing  furnished  in  connection
herewith or therewith.

                                    SECTION 4

                                       11
<PAGE>

                                  MISCELLANEOUS

                  4.1 Rent Purchaser Due Diligence.  Rent Purchaser acknowledges
that it has, independently and without reliance upon Landlord, and based on such
documents  and  information  as it has deemed  appropriate,  made its own credit
analysis  and  decision  to enter  into  this  Agreement.  Rent  Purchaser  also
acknowledges that it will, independently and without reliance upon Landlord, and
based on such  documents and  information  as it shall deem  appropriate  at the
time,  continue  to make its own  credit  decisions  in taking or not taking any
action under this Agreement.

                  4.2  Counterparts.  This  Agreement  may  be  executed  by the
parties hereto in multiple counterparts and each counterpart,  when so executed,
shall be  deemed  an  original,  but all of which  shall  be  considered  as one
agreement. Further, in making proof of this Agreement, it shall not be necessary
to produce or account for more than one such counterpart.

                  4.3 Survival. The representations, warranties, indemnities and
agreements of Landlord and Rent Purchaser  provided for in this Agreement  shall
survive the purchase of the Interests by Rent Purchaser

                  4.4 Modification,  Binding Effect, etc. Neither this Agreement
nor any of the terms hereof may be terminated, amended, supplemented,  waived or
modified,  except by an instrument in writing  signed by the party against which
the  enforcement  of  the   termination,   amendment,   supplement,   waiver  or
modification  is sought.  The terms of this Agreement shall be binding upon, and
inure to the benefit of, Rent Purchaser and its successors and permitted assigns
and Landlord and its successors and permitted  assigns.  This Agreement shall in
all respects be governed by, and construed in accordance  with,  the laws of the
State  of  Oregon,   including  all  matters  of   construction,   validity  and
performance, but excluding the conflict of laws principles thereof.

                  4.5  Assignment.  Rent  Purchaser  may not  assign  any of its
rights or  obligations  hereunder (by  participation  or otherwise)  without the
prior written  consent of the other parties  hereto,  which consent shall not be
unreasonably withheld.  Landlord shall not have the right to assign or otherwise
transfer its interests in this  Agreement  except to the extent that Landlord is
permitted  by the Lease to assign  its  interest  in the Lease to a third  party
pursuant to Section 14.2 of the Lease;  provided,  however,  that this Agreement
may not be  assigned  separately  from  Landlord's  interest  in the Lease,  and
provided  further that in connection  with an assignment of the Lease,  Landlord
shall have the right to transfer its interests in this  Agreement,  without Rent
Purchaser's  or  Tenant's  consent,  to  another  financial  institution  with a
capitalization in excess of $50,000,000.00;  provided,  however,  the transferee

                                       12
<PAGE>

institution  continues to satisfy all applicable  accounting standards to permit
the lease to retain operating lease treatment.

                  4.6 Notices. Any notice hereunder shall be in writing. Notices
given by telegram,  telecopier or personal delivery shall be deemed to have been
given and received  when sent and notices  given by mail shall be deemed to have
been  given  and  received  four  business  days  after  the date  when  sent by
registered or certified mail, postage prepaid, and addressed to Landlord or Rent
Purchaser  at its address  shown below its  signature  hereto,  or at such other
address as Landlord or any Rent Purchaser may by written notice  received by the
other, have designated as its address for such Purpose.

                        [Signatures begin on next page.]


                                       13
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective  officers  thereunto duly authorized as of the
date set forth on each counterpart signature page hereto.

LANDLORD:                           SUMITOMO BANK LEASING AND FINANCE, INC.,
                                    a Delaware corporation



                                       By: ________________________________
                                       Name: ______________________________
                                       Title: _____________________________

                                       277 Park Avenue
                                       New York, New York 10172
                                       Attention: Chief Credit Officer

                                       Date:________________________, 1999


                       [Signatures continued on next page]



                                       14
<PAGE>





RENT PURCHASER:                        INTEGRATED DEVICE TECHNOLOGY, INC.



                                       By: _________________________________
                                       Name: _______________________________
                                       Title: ______________________________




                                       _____________________________________
                                       _____________________________________
                                       Attention: __________________________

                                       Date: ______________, 1999



                                       15
<PAGE>


                  SECOND AMENDMENT TO SUBLEASE OF THE LAND AND
                            LEASE OF THE IMPROVEMENTS

         THIS  SECOND  AMENDMENT  TO  SUBLEASE  OF THE  LAND  AND  LEASE  OF THE
IMPROVEMENTS ("Second Amendment") is made and entered into as of September ____,
1999,  by and between  SUMITOMO  BANK  LEASING  AND  FINANCE,  INC.,  a Delaware
corporation  ("Landlord"),  and INTEGRATED DEVICE  TECHNOLOGY,  INC., a Delaware
corporation ("Tenant" or "IDT").

         THIS SECOND  AMENDMENT IS ENTERED INTO upon the basis of the  following
facts, understandings and intentions.

         A. Landlord and Tenant  entered into that certain  Sublease of the Land
and Lease of the Improvements  dated as of January 27, 1995 ("Lease"),  pursuant
to which  Landlord  leased  to Tenant  certain  Land and  Existing  Improvements
located in  Washington  County,  Oregon and  Landlord  agreed to lease to Tenant
certain  Additional  Improvements  to be constructed on the Land pursuant to the
terms of the Lease.  Any  capitalized  terms used but not defined in this Second
Amendment which are defined in the Lease shall have the meaning given such terms
in the Lease;

         B.  Landlord and Tenant  entered into a First  Amendment to Sublease of
the Land and Lease of the Improvements dated as of December 11, 1995 (the "First
Amendment")  (the Lease and the First  Amendment  are  collectively  referred to
herein as the  "Lease"),  pursuant to which  Landlord and Tenant agreed to amend
the Lease to grant a purchaser at a foreclosure  sale the option to purchase the
then-existing  Premises  under the terms of the  Lease  and to  further  clarify
certain provisions of the Lease; and

         C.  Landlord  and Tenant have agreed to terminate  that certain  Pledge
Agreement dated January 27, 1995 by and between Tenant and Landlord (the "Pledge
Agreement")  upon receipt of funds from the Rent  Purchaser (as defined  below).
Furthermore,  Landlord and Tenant,  in conjunction  with the  termination of the
Pledge Agreement have agreed to terminate the  Institutional  Custody  Agreement
dated January 27, 1995 by and between Tenant,  Landlord and Sumitomo Bank of New
York Trust Company, as custodian (the "Custodial Agreement").

         D.  Landlord  and  Tenant  have  agreed to amend the Lease as set forth
herein to replace the bank debt currently provided by the Sumitomo Bank, Limited
with funding from a Rent Purchaser  Contribution advanced to Landlord by IDT, in
its  capacity  as a Rent  Purchaser  ("Rent  Purchaser"),  pursuant to that Rent
Purchase Agreement executed by Landlord and IDT of even date herewith (the "Rent
Purchase Agreement"). Tenant has further agreed to pledge additional real estate
collateral and improvements to Landlord in consideration


                                       16
<PAGE>

for the new  Commitment  Amount.  Such  additional  real estate  collateral  and
improvements  shall mean the DI/HF  Treatment  Building,  an Energy Center,  the
Generator/Electrical  Building,  the  Water  Treatment  Building,  and tank farm
(hereinafter,  collectively  referred  to as the  "Additional  Collateral").  In
addition to the  foregoing,  the Lease is hereby  amended more  particularly  as
described hereinbelow.

         NOW,  THEREFORE,  in consideration  of the mutual  covenants  contained
herein, the parties hereby agree as follows:

1.       Base Lease  Term.  Section 1.7 of the Lease shall be amended to provide
         for an Expiration Date of May 20, 2005.

2.       Addresses  for  Notices.  Section 1.11 of the Lease shall be amended to
         provide a new address for counsel to Landlord. The address for Landels,
         Ripley & Diamond shall be deleted and replaced with:

         Paul, Hastings, Janofsky & Walker, LLP
         345 California Street, Suite 2900
         San Francisco, CA  94104
         Attention:  Gary S. Hand, Esq.

3.       Commitment Amount. The Commitment Amount, as defined in Section 2.10 of
         the Lease shall be  increased  to  $64,293,636.00  That  portion of the
         Commitment Amount which represents a new commitment from Landlord shall
         be  considered  an  Advance  pursuant  to the  terms of the  Lease  and
         disbursed to Tenant by Landlord on the closing date of this Amendment.

4.       Guaranteed Residual Value. The Guaranteed Residual Value, as defined in
         the Lease, shall be changed to 78.6360877%.

5.       Landlord  Contribution Rate. The rate applicable to that portion of the
         Lease Investment  Balance which represents the Landlord's  contribution
         to the Lease Investment Balance (the "Landlord  Contribution") shall be
         calculated at LIBOR plus one hundred fifty-five (155) basis points. The
         Landlord Contribution as of the date hereof is $13,735,636.00.

6.       Rent Purchaser  Contribution  Rate. The rate applicable to that portion
         of the Lease  Investment  Balance which represents the Rent Purchaser's
         contribution  to the Lease  Investment  Balance  (the  "Rent  Purchaser
         Contribution")  shall be  calculated  at LIBOR plus twelve and one-half
         (12.5) basis points.  The Rent  Purchaser  Contribution  as of the date
         hereof is $50,558.000.00.

                                       17
<PAGE>

7.       Base Rent.  The  definition of Base Rent in Section 2.3 of the Lease is
         hereby replaced with the following  language:  "'Base Rent' shall mean,
         as of a Rent Payment  Date,  that annual amount equal to the sum of (i)
         the  Rent  Purchaser  Contribution  multiplied  by the  Rent  Purchaser
         Contribution  Rate,  the product of which is then  divided by the Lease
         Investment Balance (at the time of the relevant calculation), plus (ii)
         the Landlord Contribution multiplied by the Landlord Contribution Rate,
         the product of which is then  divided by the Lease  Investment  Balance
         (at  the  time  of the  relevant  calculation),  which  amount  is then
         prorated for the  Calculation  Period in question on the basis of a 360
         day year and the actual number of days elapsed."

8.       Rent  Purchaser's  Deed of Trust. In conjunction with the Rent Purchase
         Agreement, being executed on even date herewith, Landlord shall grant a
         Deed of Trust for the benefit of the Rent Purchaser ("Rent  Purchaser's
         Deed of  Trust"),  and such  Rent  Purchaser's  Deed of Trust  shall be
         subject only to the  Permitted  Title  Exceptions.  Section 14.1 of the
         Lease shall be amended to allow for the Rent  Purchaser's Deed of Trust
         as a permitted exception. Section 2.30 of the Lease shall be amended to
         include  the  Rent  Purchaser's  Deed of  Trust  as a  Permitted  Title
         Exception.

9.       Right of Offset. Provided IDT is Tenant under the Lease, IDT shall have
         a right of offset  against  amounts owing  Landlord under the Lease for
         amounts owing to IDT, as Rent Purchaser,  from Landlord pursuant to the
         Rent Purchase Agreement.  Landlord shall have a right to offset amounts
         owing to IDT under the Rent Purchase  Agreement  against  amounts owing
         Landlord by IDT, as Tenant, pursuant to the Lease. Without limiting the
         generality of the foregoing,  and provided IDT is both Tenant under the
         Lease and Rent Purchaser under the Rent Purchase  Agreement,  if IDT as
         Tenant under the Lease becomes  obligated to pay amounts that are to be
         credited toward the Lease Investment  Balance (e.g.,  Purchase Price or
         Termination Amount, as defined in the Rent Purchase Agreement), IDT may
         immediately  exercise  its right to offset (and  thereby  reduce)  such
         obligation  by amounts  that would be due from  Landlord to IDT as Rent
         Purchaser under the Rent Purchase  Agreement had Landlord  received the
         payment  required of IDT as Tenant under the Lease,  which  exercise of
         such offset right shall satisfy Landlord's  obligation to make required
         payments to IDT as Rent Purchaser under the Rent Purchase  Agreement to
         the  extent  of such  offset.  Notwithstanding  the  generality  of the
         foregoing,  the rights of offset  contained in this paragraph shall not
         apply to the monthly  payments  of Base Rent,  except IDT as Tenant may
         offset  against a  subsequent  month's Base Rent payment the amount not
         remitted by Landlord to IDT as Rent Purchaser for the preceding  month,
         in accordance with the terms of the Rent Purchase Agreement.

                                       18
<PAGE>

10.      Deed of Trust for Additional  Collateral.  As further consideration for
         Landlord to enter into this Agreement, Tenant is granting to Landlord a
         security  interest in the Additional  Collateral,  as more particularly
         described  in  that  First  Amendment  to  Line of  Credit  Trust  Deed
         (including   Fixture   Filing  and  Assignment  of  Rents)  (the  "SBLF
         Mortgage") being executed concurrently  herewith. The SBLF Mortgage, as
         amended,  shall remain a first position deed of trust on all collateral
         and shall be a permitted  exception  for purposes of Sections  2.30 and
         14.1 of the Lease.

11.      Financial  Covenants.  Section 19.1(g) of the Lease shall be amended to
         provide for a tangible net worth of not less than $200,000,000.00 which
         shall be measured  and  monitored on a quarterly  basis in  conjunction
         with the quarterly  financial  statements  required by Section 21.21 of
         the Lease.

12.      Default in Payment  for Other  Credit  Facility.  The amount in Section
         19.1(h)   shall  be   increased   from  a  payment  in  the  amount  of
         $1,000,000.00 to a payment in the amount of $10,000,000.00.

13.      Change of  Ownership  Control.  In the event an  unrelated  third party
         acquires ownership in the aggregate of forty-nine percent (49%) or more
         of the voting  securities  of  Tenant,  it shall be deemed a "Change of
         Ownership Control." Upon a Change of Ownership Control,  Landlord shall
         have the  right to  terminate  the  Lease  and  require  the  Tenant to
         exercise  the  Purchase  Option  pursuant to Section 20.1 of the Lease.
         Tenant shall give Landlord  written  notice of such Change of Ownership
         within thirty (30) days of such change. After Landlord receives written
         notice of such Change in Ownership Control Landlord shall notify Tenant
         within  ninety  (90) days of  Landlord's  receipt  of such  notice,  in
         writing  of its  intent to  terminate  the Lease  upon such a Change of
         Ownership  Control.   Landlord's  failure  to  notify  Tenant  of  such
         termination  within  the  ninety  (90)  days will be deemed a waiver of
         Landlord's  right to terminate the Lease based on a Change of Ownership
         Control.

14.      LIBOR Rate.  The  definition of LIBOR Rate in Section 2.27 of the Lease
         shall be amended to include  the  following  language at the end of the
         definition: "If LIBOR is unavailable,  the applicable rate shall be the
         Federal  Funds Rate  (defined  for purposes of this section 2.27 as the
         rate of interest  given by the Federal  Reserve of the United States to
         participating  banks  for  borrowings  corresponding  to the  Borrowing
         Period) plus fifty (50) basis points."

15.      Additional  Representation  and  Warranty  of  Landlord.  Landlord is a
         substantive entity with equity capital in excess of Six Hundred Million
         Dollars  ($600,000,000.00)  as of the date of this Amendment.  Landlord
         shall provide  Tenant a copy of an audited  balance sheet for Landlord,

                                       19
<PAGE>

         prepared in accordance with GAAP, on an annual basis within one hundred
         twenty (120) days of the  conclusion  of its fiscal year end.  Landlord
         will continue to maintain an equity  investment in the Lease sufficient
         to meet the SFAS 13 accounting  criteria for operating  lease treatment
         and will comply with the Emerging  Issue Task Force's  issues 90-15 and
         96-21 with regard to the Lease.

16.      Additional  Rights of IDT as Ground  Lessor under  Termination  Option.
         Section  20.2(c) of the Lease shall be amended to include the following
         language at the end of the referenced section:  "If IDT as tenant under
         the Lease  (hereinafter,  "Tenant"),  terminates  the Lease pursuant to
         Section 20.2 of the Lease and if the Sumitomo Bank Leasing and Finance,
         Inc. as landlord under the Lease (hereinafter,  "Landlord"),  sells the
         Improvements  after the  expiration  of the Sales Period (as defined in
         the Lease),  or if Landlord  sublets the  Improvements  after the Sales
         Period, then Ground Lessor shall have the right, in its sole discretion
         and within  thirty  (30) days of the  election  by  Landlord to sell or
         sublet,  to increase the rental due under the Ground Lease to the lower
         of: (a) a fair market value  rental,  as  determined  by an  appraisal,
         (valued as unimproved,  zoned and entitled to permit the use then being
         conducted  thereon,  and unencumbered by this Lease, the SBLF Mortgage,
         the  Rent  Purchaser's  Deed of  Trust,  and any  other  then  existing
         exception to title that is not a Permitted Title Exception) at the time
         the Termination  Option is elected by Tenant, or (b) the projected fair
         market value rental of $33,333.33 per month, as determined by Cushman &
         Wakefield,  with regard to its appraisal  completed in conjunction with
         this  transaction,  dated August 31, 1999 (the  "Appraisal").  Landlord
         shall also have the right to purchase  the Land which is the subject of
         the  Ground  Lease for the  lower of:  (x) the fair  market  value,  as
         determined by an appraisal,  (valued as unimproved,  zoned and entitled
         to permit the use then being  conducted  thereon,  and  unencumbered by
         this Lease, the SBLF Mortgage,  the Rent Purchaser's Deed of Trust, and
         any other then  existing  exception  to title  that is not a  Permitted
         Title Exception) at the time the Tenant elects the Termination  Option,
         or (y) the projected fair market value of $4,000,000.00,  as determined
         by Cushman &  Wakefield  in its  Appraisal.  Should  Ground  Lessor and
         Ground  Lessee  fail to agree on the  adjustment  to the  Ground  Lease
         payments pursuant to the foregoing,  the manner of adjusting the Ground
         Lease  payment,  for purposes of this section,  shall be governed by an
         appraisal  conducted  by  a  mutually  acceptable  commercial  property
         appraiser,  similar to Cushman &  Wakefield,  and the parties  agree to
         abide by the  assessment of the  appraiser.  Within thirty (30) days of
         the conclusion of the Sales Period, Ground Lessor must provide Landlord
         written  notice of the amount of the  increased  Ground Lease  payments
         pursuant to this section;  thereafter,  Landlord  shall provide  Ground
         Lessor  written  notice within one hundred eighty (180) days of receipt
         of the notice of its intent to either  sell,


                                       20
<PAGE>

         sublease or purchase  the Land  subject to the  increased  Ground Lease
         payment." In conjunction  with this  Paragraph 16,  Landlord and Tenant
         agree to amend the Ground  Lease  accordingly.  Nothing in this  Second
         Amendment shall affect any of the parties' other rights pursuant to the
         Ground Lease, as specified therein.

17.      Termination of Pledge Agreement and  Institutional  Custody  Agreement.
         Upon receipt of the funds  provided by Rent  Purchaser,  in  accordance
         with the Rent Purchase Agreement dated of even date herewith,  Landlord
         and Tenant agree to terminate  the  Custodial  Agreement by executing a
         letter, along with the present custodian under the Custodial Agreement,
         releasing said custodian from its responsibilities  under the Custodial
         Agreement.  The  execution  of this Second  Amendment  by Landlord  and
         Tenant shall serve as the  termination  of the Pledge  Agreement.  With
         regard to the release of the Collateral,  Sections 2.9 and 21.16 of the
         Lease are  deleted and  references  to "Pledge  Agreement"  in Sections
         2.31, 2.43 and 19.1(e) are also hereby deleted.

18.      Assignment  or Transfer by Landlord.  Landlord  shall have the right to
         transfer its interest in the Premises to another financial  institution
         with a  capitalization  in excess of  $50,000,000.00  without  Tenant's
         approval;  provided, however, that the transferee financial institution
         continues to satisfy all accounting  criteria for the treatment of this
         Lease as an operating lease for financial accounting purposes.

19.      Counterparts.  This Second  Amendment  may be executed in any number of
         counterparts,  each of which shall be deemed to be an original  and all
         of which together shall comprise but a single instrument.

20.      Representations and Warranties. Tenant represents and warrants that (1)
         no Event of Default  exists under the Lease as of the date hereof;  and
         (2) Tenant has the full right and  authority  to enter into this Second
         Amendment and the persons signing this Second Amendment have full power
         and authority to bind Tenant.  All  representations  and  warranties of
         Tenant  pursuant  to the Lease are hereby  restated by Tenant as though
         such  representations and warranties are being made anew in conjunction
         herewith,  and such representations and warranties remain in full force
         and effect, unless otherwise amended.

21.      Existing Lease.  Except to the extent  specifically  amended hereby and
         pursuant to the First Amendment,  all terms and conditions of the Lease
         remain in full force and effect.



                                       21
<PAGE>



         IN WITNESS  WHEREOF,  Landlord  and Tenant  have  executed  this Second
Amendment as of the date and year first written above.

                                    "TENANT"

                                    INTEGRATED DEVICE TECHNOLOGY, INC.,
                                    a Delaware corporation



                                    By:    ______________________
                                    Name:  ______________________
                                    Its:   ______________________


                       (Signatures continue on next page)

                                       22
<PAGE>



                                   "LANDLORD"

                                   SUMITOMO BANK LEASING AND FINANCE, INC.,
                                   a Delaware corporation

                                   By:    ______________________
                                   Name:  ______________________
                                   Its:   ______________________



                                       23