<PAGE>   1
                                                                    EXHIBIT 10.2

                          LESSOR'S CONSENT TO SUBLEASE

        THIS CONSENT (Consent) is given by Sally Spencer (Lessor) to that
certain Sublease dated April 6, 2001, (the Sublease) by and between HI/FN, Inc.,
a Delaware corporation ("Sublessor") and Driving Media, Inc. a Delaware
corporation ("Sublessee"), subject to the following terms and conditions:

1.      All capitalized terms not otherwise defined herein shall have the
        meaning ascribed to them in the Sublease.

2.      Lessor is not a party to the Sublease and has no obligations or duties
        to Sublessee or Sublessor under the Sublease and need have no direct
        dealings with Sublessee. Any provisions therein purporting to obligate
        and/or bind Lessor or limit Lessor's rights under the Master Lease in
        any way are deemed null and void. Notwithstanding any provision to the
        contrary in the Sublease, Sublessee shall have no greater rights than
        Sublessor has as Lessee under the Master Lease.

3.      This Consent shall only apply to this Sublease and shall not be deemed
        to be a consent to any other or further sublease or a waiver of any of
        the provisions of the Master Lease.

4.      By consenting to the Sublease, Lessor waives none of its rights against
        the Sublessor as Lessee under the Master Lease. The Sublease is and
        shall remain at all times subject to and subordinate in all respects to
        the Lease.

5.      This Consent shall not modify or amend or be deemed to modify or amend
        the Master Lease in any way, or to impose on Lessor any obligation to
        provide notice to, or obtain consent from, Sublessee with respect to
        amendments, defaults, waivers or any other matters pertaining to the
        Master Lease or to the Premises covered by the Master Lease. Any waiver
        by Lessor of its rights shall be made only in writing and signed by
        Lessor.

6.      Upon the expiration or earlier termination of the Master Lease, the
        Sublease shall automatically and without notice or demand, terminate and
        Sublessee agrees promptly to surrender the Premises to Lessor upon such
        termination without compensation from Lessor. In granting consent to
        this Sublease, Lessor agrees that Sublessee at its sole cost and expense
        may divide two of the larger offices into four smaller offices as shown
        in red on Exhibit B attached, but only on the condition that at the
        expiration or earlier termination of the Sublease Term, Sublessee shall
        restore the said two larger offices back to their size and configuration
        at the time the Sublease was signed.

7.      This Consent shall not be effective until receipt by Lessor of a
        counterpart or counterparts of this Consent duly executed by Sublessor
        and Sublessee, each acknowledging its agreement to the terms and
        conditions specified in this Consent.


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8.       [Omitted]

Dated:  April 6, 2001
                                         /s/ Sally Spencer, Lessor
                                             -----------------------------------
                                             Sally Spencer, Lessor

EACH OF THE UNDERSIGNED HEREBY ACKNOWLEDGE THAT IT HAS READ AND UNDERSTANDS THE
TERMS AND CONDITIONS SPECIFIED IN THE FOREGOING CONSENT AND AGREES TO ALL SUCH
TERMS AND CONDITIONS.

SUBLESSOR:                                         SUBLESSEE:

HI/FN, INC.                                        DRIVING MEDIA. INC.
750 University Avenue                              727 University Avenue
Los Gatos CA 95030                                 Los Gatos CA 95030



By:   /s/ CHRISTOPHER BRIGHAM            By: /s/ DAVID S. MORSE
      -------------------------------          ---------------------------------
Name: CHRISTOPHER BRIGHAM                Name: DAVID S. MORSE
      -------------------------------          ---------------------------------
Its:  Vice President - Operations        Its:  President
      -------------------------------          ---------------------------------
Date: April 9, 2001                      Date: April 9, 2001
      -------------------------------          ---------------------------------


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                                   EXHIBIT "A"

Parcel 1, as shown on that parcel map filed for record in the Office of the
Recorder of the County of Santa Clara, State of California on June 13, 1972 in
Book 398 of Maps, Page 45.

Commonly known as: 727 University Avenue, Los Gatos
APN: 529-11-044


                                      [MAP]


Note: The above diagram does not indicate all existing tenant improvements and
interior walls.


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<PAGE>   4
                                  EXHIBIT "B"


Parcel 1, as shown on that parcel map filed for record in the Office of the
Recorder of the County of Santa Clara, State of California on June 13, 1972 in
Book 398 of Maps, Page 45.

Commonly known as: 727 University Avenue, Los Gatos
APN: 529-11-044


                                      [MAP]


Note: The above diagram does not indicate all existing tenant improvements and
interior walls.


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                                   EXHIBIT "C"


                             Office Lease Agreement
                                     Between
                            Sally Specnse ("Lessor")
                                       And
                             Hi/fn, Inc. ("Lessee")
                                      Dated
                                  October 2000


        [previously filed with Form 10-K filing dated December 26, 2000]

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