Exhibit 10.17


        AGREEMENT OF SUBLEASE



                THIS AGREEMENT OF SUBLEASE is made as of the ___ day of April 
1998, by and between REED ELSEVIER INC. a Massachusetts corporation 
(hereinafter referred to as "Sublandlord") and, DIAMOND MULTIMEDIA 
SYSTEMS, INC. a Delaware Corporation (hereinafter referred to as 
"Subtenant").


        W I T N E S S E T H:


                WHEREAS, Sublandlord is presently the tenant of the premises 
(hereinafter referred to as "Premises") in the building (hereinafter 
referred to as "Building") located at 2885-2895 Zanker Road, San Jose 
California pursuant to that certain Lease dated August 18, 1997 by and 
between Silicon Valley Properties, L.L.C. (hereinafter referred to as 
"Overlandlord") and Sublandlord (said lease is hereinafter called the 
"Primary Lease").  A copy of the Primary Lease with certain provisions 
excluded is attached hereto as Exhibit "A" and is by this reference 
incorporated herein; and

                WHEREAS, Sublandlord is desirous of subletting the entire 
Premises (hereinafter referred to as "Sub-Premises") to Subtenant and 
Subtenant is desirous of subletting same from Sublandlord.

                WHEREAS, Landlord would not enter into this Sublease without 
the guaranty of Guarantor.

                NOW, THEREFORE, for and in consideration of TEN AND NO/100 
($10.00) DOLLARS and other good and valuable consideration, the receipt 
and sufficiency of which is hereby acknowledged, and intending to be 
legally bound, the parties hereto do hereby agree as follows:

                1.      Sub-Premises.  Sublandlord hereby sublets the 
Sub-Premises to Subtenant and Subtenant hereby sublets the Sub-Premises 
from Sublandlord to be occupied for the uses permitted in the Primary 
Lease and no other use.  

                2.      Term.  The term of this Sublease (hereinafter referred 
to as the "Term") shall commence on the earlier to occur of: the 
completion of improvements by Subtenant to the Sub-Premises necessary for 
Subtenant's use and occupancy of same; and (ii) July 1, 1998 (said date 
is hereinafter referred to as the "Commencement Date")and shall continue 
up to and including 11:59 p.m. on the 31st day of January 2003, unless 
sooner terminated due to the provisions hereof.

                3.      Rental.

                        A.      Subtenant hereby agrees to pay to Sublandlord 
the sum of TWO MILLION EIGHT HUNDRED TWENTY-FOUR THOUSAND NINE HUNDRED 
SIXTY-FIVE AND 63/100 ($2,824,965.63) DOLLARS in monthly installments in 
advance, on the first day of the term hereof and on the first day of each 
month thereafter during the term of this Sublease (hereinafter referred 
to as "Base Rent") in the following amounts:

Period
Monthly Base
    Rent     
Commencement Date - June 30, 1999
$46,903.00
July 1, 1999 - June 30, 2000
$49,248.15
July 1, 2000 - June 30, 2001
$51,710.56
July 1, 2001 - June 30, 2002
$54,296.09
July 1, 2002 - January 31, 2003
$57,010.29

   B.      Subtenant shall pay to Sublandlord as additional
rent, at least three (3) business days prior to the due date therefor 
under the Primary Lease, the Tenant's Share of Common Operating Expenses, 
as defined in the Primary Lease, payable with respect to the Term.  
Sublandlord may, in the event it is so required or requested under the 
Primary Lease by Overlandlord, require Subtenant to pay the aforesaid 
sums due pursuant to the Primary Lease in equal monthly installments in 
advance based upon Sublandlord's reasonable estimation of the amounts 
that will be due at the end of the year, quarter or other period that 
same is due under the Primary Lease.  Once the final amount is 
determined, Subtenant will pay Sublandlord any additional amount that may 
be due within ten (10) days after demand thereof or in the case of 
overpayment Sublandlord shall, as it receives from the Overlandlord, 
refund the overpayment or credit same to the account of Subtenant.

   C.      Subtenant shall pay to Sublandlord as additional 
rent, within ten (10) days of Sublandlord's written demand therefor, 
Tenant's Pro Rata Share of any other sums due and payable by Sublandlord 
under the Primary lease, except Monthly Base Rent and except for sums 
payable pursuant to Section 14.1 of the Primary Lease. 

                        D.      All rental and other payments to be made by 
Subtenant to Sublandlord shall be made without setoff, deduction or 
reductions of any kind in any amount for any reason whatsoever.  All 
rental payments shall be made to Sublandlord at 275 Washington Street, 
Newton, Massachusetts 02158 or such other place as Sublandlord may from 
time to time designate.

                4.      Representations.

                        A.      Sublandlord hereby warrants and represents that 
the Primary Lease is presently in full force and effect and without 
default on the part of the Sublandlord upon execution hereof and will so 
be at the commencement of the Term, and that no condition is now existing 
which would constitute a default under the Primary Lease with the giving 
of notice or lapse of time or both.

                        B.      Sublandlord warrants and represents that, 
provided Subtenant is not in default hereunder, that it will continue to 
observe and perform all its obligations under the Primary Lease not 
assumed by Subtenant hereunder in order to prevent any default thereunder 
or breach thereof during the term of this Sublease.

                        C.      Sublandlord warrants and represents that 
Exhibit "A" attached hereto is a true, correct and complete copy of the 
Primary Lease and all amendments thereto.

                5.      Primary Lease.

                        A.  All the obligations contained in the Primary Lease 
imposed upon Sublandlord (as tenant therein) except the payment of 
Monthly Base Rent are hereby imposed upon Subtenant with respect to the 
Sub-Premises, provided that any duty or obligation therein required to be 
performed for the benefit of Overlandlord or right therein granted for 
the benefit of Overlandlord shall be deemed to be for the benefit of 
Overlandlord and Sublandlord except as specifically set forth to the 
contrary herein.  Subtenant is hereby granted the right to receive all of 
the services to be provided to Sublandlord under the Primary Lease.  
Subtenant covenants and agrees to fully and faithfully perform the terms 
and conditions of the Primary Lease and the Sublease on its part to be 
performed.  Subtenant shall not do or cause to be done or suffer or 
permit any act to be done which would or might cause the Primary Lease, 
or the rights of Sublandlord, as lessee, under the Primary Lease, to be 
endangered, cancelled, terminated, forfeited or surrendered, or which 
would or might cause Sublandlord to be in default thereunder or liable 
for any damage, claim or penalty.  Subtenant agrees, as an express 
inducement for Sublandlord's executing this Sublease, that if there is 
any conflict between the provisions of this Sublease and the provisions 
of the Primary Lease which would permit Subtenant to do or cause to be 
done or suffer or permit any act or thing to be done which is prohibited 
by the Primary Lease, then, the provisions of the Primary Lease shall 
prevail.  If the Primary Lease terminates or is terminated for any reason 
whatsoever, then this Sublease shall automatically terminate 
simultaneously therewith.  If Subtenant is not in default under the terms 
and conditions hereof, any such termination shall be without liability 
between Sublandlord and Subtenant, except such liability theretofore 
accruing; however, if Subtenant is in default, the default provisions 
hereof shall control as to Subtenant's liability.

                        B.  Sublandlord shall have no duty to perform any 
obligations of the Overlandlord and shall under no circumstances be 
responsible for or liable to Subtenant for any default, failure or delay 
on the part of the Overlandlord in the performance or observance of any 
obligations or covenants under the Primary Lease, nor shall such default 
of the Overlandlord affect this Sublease or waive or defer the 
performance of any of Subtenant's obligations hereunder except as 
expressly set forth in the Primary Lease.

                        C.  All services to the Sub-Premises shall be furnished 
by Overlandlord or the appropriate utility company pursuant to the 
Primary Lease and Sublandlord shall in no event be obligated to furnish 
any such services or utilities nor shall Sublandlord be liable for any 
failure or deficiency in any such services or utility.

                        D.  This Sublease and all the rights of the Subtenant 
hereunder are subject and subordinate to the Primary Lease.  Subtenant 
covenants and agrees to observe and perform all of the covenants and 
obligations of the Sublandlord as tenant under the Primary Lease, but 
only the same related to the Sub-Premises.  The failure of Subtenant to 
observe and perform the covenants and obligations of the Primary Lease 
shall be a default hereunder.

                        E.  Provided Subtenant is not in default hereunder, 
Sublandlord agrees not to do or cause to be done or suffer or permit any 
act to be done which would or might cause the Primary Lease, or the 
rights of Sublandlord, as lessee, under the Primary Lease, to be 
endangered, cancelled, terminated, forfeited or surrendered, or which 
would or might cause Sublandlord to be in default thereunder.  
Sublandlord agrees to promptly deliver copies of notices, received by it 
under the Primary Lease which allege a default by Sublandlord thereunder 
and which are not cured by Sublandlord.  Subtenant shall obtain all 
necessary consents from the Overlandlord required under the Primary 
Lease.  Should the consent of the Overlandlord be required prior to the 
taking or failure to take of any action, Subtenant shall, in addition to 
the consent of the Overlandlord, obtain the consent of Sublandlord which 
consent shall, provided the consent of the Overlandlord is granted, not 
be unreasonably withheld.

                6.      Default.

                        A.  If Subtenant defaults in the payment of any sums 
payable hereunder when due, or if Subtenant defaults in the performance 
of any of the other obligations imposed upon it hereunder and fails to 
cure such default within three (3) days after written notice thereof to 
Subtenant, then, in either event, Sublandlord may, at its option, 
terminate this Sublease in which event neither the Subtenant nor any 
person claiming through or under the Subtenant by virtue of any statute 
or an order of any court shall be entitled to possession or to remain in 
possession of the Sub-Premises but shall forthwith quit and surrender the 
Sub-Premises.

                        B.  Notwithstanding anything to the contrary contained 
herein, Sublandlord may terminate this Sublease, without having given 
prior notice of default hereunder, if the act or omission of Subtenant 
would cause a default under the Primary Lease.

                        C.  In the event that the Subtenant shall default under 
this Sublease and such default shall entitle the Sublandlord to 
possession of the Sub-Premises as hereinabove provided, the Sublandlord 
shall have the right to enter the Sub-Premises by any legal means, remove 
the Subtenant's property and effects, take and hold possession thereof, 
without terminating this Sublease or releasing the Subtenant in whole or 
in part, from Subtenant's obligations to pay rent and additional rent and 
all its other obligations hereunder for the full term, relet the Sub-
Premises or any part thereof, either in the name or for the account of 
the Subtenant, for such rent and for such term or terms as the 
Sublandlord may see fit, which term may, at Sublandlord's option, extend 
beyond the balance of the term of this Sublease.  The Sublandlord shall 
not be required to accept any tenant offered by the Subtenant, or to 
observe any instructions given by the Subtenant about such reletting.  In 
any such case, the Sublandlord may make such repairs, alterations and 
additions in and to the Sub-Premises and redecorate the same as it sees 
fit.  The Subtenant shall pay the Sublandlord any deficiency between the 
rent hereby reserved and covenanted to be paid and the net amount of the 
rents collected on such reletting, for the balance of the term of this 
Sublease, as well as any reasonable expenses incurred by the Sublandlord 
in such reletting including, but not limited to broker's fees, attorney's 
fees, the expense of repairing, altering and redecorating the Sub-
Premises and otherwise preparing the same for re-rental.  All such 
expenses shall be paid by the Subtenant as additional rent upon demand by 
the Sublandlord.  Any deficiency in rental shall be paid in monthly 
installments, upon statements rendered by the Sublandlord to the 
Subtenant, provided that the Sublandlord shall have the right to 
immediately declare the entire rental for the balance of the term due.  
For the purpose of determining the deficiency in rent, whether payable in 
installments or the entire rental for the balance of the term, the rent 
reserved shall be deemed to be the fixed rent hereunder and all 
additional rent to be paid by Tenant as herein provided for, as reduced 
by any rent collected by reletting.  Any suit brought to collect the 
amount of the deficiency for any one or more months shall not preclude 
any subsequent suit to collect the deficiency for any subsequent months.

                        D.  If the Subtenant is in default of its obligations 
under this Sublease, Sublandlord may cure the default and Subtenant shall 
forthwith pay to Sublandlord, as additional rent, a sum of money equal to 
all amounts expended by Sublandlord in curing such default.  If suit is 
brought by Sublandlord on account of any default of Subtenant and if such 
default is established, Subtenant shall pay to Sublandlord all expenses 
of such suit including without limitation reasonable attorney's fees.  
Any payment by Subtenant of a sum of money less than the entire amount 
due Sublandlord at the time of such payment shall be applied to the 
obligations of Subtenant then furthest in arrears.  No endorsement or 
statement on any check or accompanying any payment shall be deemed an 
accord and satisfaction and any payment accepted by Sublandlord shall be 
without prejudice to Sublandlord's right to obtain the balance due or 
pursue any other remedy available to Sublandlord both in law and in 
equity.

                        E.  If Subtenant defaults in any payment of rent or 
additional rent, or any other payments to be made by Subtenant hereunder, 
interest shall accrue thereon from the due date until paid at a 
fluctuating rate equal to four percent (4%) over and above the Prime Rate 
(as hereinafter defined).  The term "Prime Rate" when used herein shall 
mean the fluctuating annual rate of interest published by the Bank of 
America, N.T.S.A. from time to time during the term of this Agreement.  
Any change in such rate shall take effect on the date of such change.

                        F.  If, at any time during the term of this Sublease, 
there shall be filed by or against the Subtenant in any court pursuant to 
any statute either of the United States or any state, a petition in 
bankruptcy or insolvency or for the reorganization or for the appointment 
of a receiver, trustee or liquidator of all or any portion of the 
Subtenant's property or if the Subtenant makes an assignment for the 
benefit of creditors, or if the Subtenant admits in writing its inability 
to pay its debts, and if, within thirty (30) days thereafter, the 
Subtenant fails to secure a discharge thereof, this Sublease, at the 
option of the Sublandlord may be cancelled and terminated, in which event 
neither the Subtenant nor any person claiming through or under the 
Subtenant by virtue of any statute or an order of any court shall be 
entitled to possession or to remain in possession of the Sub-Premises but 
shall forthwith quit and surrender the Sub-Premises.

                        G.  In addition to any and all remedies set forth 
herein, Sublandlord shall have all remedies available at law or in equity 
and any and all remedies shall be cumulative and nonexclusive.

                7.      No Representations.  Sublandlord makes no 
representations with respect to this transaction or the Sub-Premises, 
except as specifically set forth herein, and Subtenant expressly 
acknowledges that no such representations have been made.  

                8.      Waiver and Indemnity.

                        A.      To the extent not expressly prohibited by law 
and except for those obligations which Sublandlord has expressly 
undertaken pursuant to this Sublease, Subtenant hereby releases and 
waives all claims against Sublandlord, its agents, employees and 
servants, for injury or damage to person, property or business sustained 
in or about the Sub-Premises by Subtenant, its agents, employees or 
servants, other than by reason of the negligence or wilful misconduct of 
Sublandlord or its respective agents or employees.  Subtenant hereby 
agrees to defend, indemnify and hold Sublandlord harmless from and 
against any and all expense, loss, claims or liability including 
reasonable attorneys' fees arising out of or in connection with any act 
or omission of Subtenant, its agents, contractors or employees including, 
but not limited to, claims as a result of injury to or death of any 
person, property damage, claims of employees of Subtenant or arising out 
of or in connection with Subtenant's use and possession of the 
Sub-Premises, or its breach of this Sublease (including the terms of the 
Primary Lease).

   B.      Sublandlord hereby agrees, provided Subtenant is 
not in default hereunder, to defend, indemnify and hold Subtenant 
harmless from and against any and all expense, loss, claims or liability, 
including reasonable attorney's fees due to Sublandlord's breach of its 
obligations hereunder or under the Primary Lease.

                9.      Notices.  All notices, demands, submissions and 
consents required hereunder shall be in writing and shall be deemed given 
when received if sent by expedited courier services, personal delivery or 
by certified mail, return receipt requested, postage prepaid, (a) to 
Subtenant, at 2880 Junction Avenue, San Jose California 95134, Attention: 
Michael Mead, or (b) to Sublandlord, at 275 Washington Street, Newton, 
Massachusetts 02158-1630, with copies thereof to Reed Elsevier Inc., 
Attention:  Henry Z. Horbaczewski, 275 Washington Street, Newton, 
Massachusetts 02158-1630, and to Benjamin J. Randall, Katz Randall & 
Weinberg, 333 West Wacker Drive, Suite 1800, Chicago, Illinois 60606, or 
such other address as Subtenant may designate by notice to Subtenant.

                10.     Insurance.  Subtenant shall carry insurance during the 
entire Term hereof insuring Subtenant, and insuring, as additional named 
insureds, Sublandlord, Overlandlord and their respective agents, 
partners, beneficiaries and employees, as their interests may appear, 
with terms, coverages and in companies as required under the Primary 
Lease.  Subtenant shall, prior to the commencement of the Term, and 
during the Term, thirty (30) days prior to the expiration of the policies 
of insurance, furnish to Sublandlord certificates evidencing such 
coverage, which certificates shall state that such insurance coverage may 
not be changed or cancelled without at least thirty (30) days' prior 
written notice to Sublandlord and Subtenant.

                11.     Access.  Subtenant shall afford Sublandlord access to 
the Sub-Premises on the same terms as Overlandlord is entitled to access 
to the Premises demised under the Primary Lease.

                12.     Broker.  Each party represents and warrants to the 
other party that it dealt with no broker or other person entitled to 
claim fees for such services in connection with the negotiation, 
execution and delivery of this Sublease, other than Colliers Parrish 
International, Inc. and The Grubb & Ellis Company (whose commissions, if 
any, shall be paid by Sublandlord).  Each party agrees to defend, 
indemnify and hold the other party harmless from and against any and all 
claims for finders' fees or brokerage or other commission which may at 
any time be asserted against the indemnified party founded upon the claim 
that the substance of the aforesaid representation of the indemnifying 
party is untrue, together with any and all losses, damages, costs and 
expenses (including reasonable attorneys' fees) relating to such claims 
or arising therefrom or incurred by the indemnified party in connection 
with the enforcement of this indemnification provision.

                13.     Waiver.  One or more waivers of any covenant or 
condition by Sublandlord shall not be construed as a waiver of a 
subsequent breach of the same or any other covenant or condition, and the 
consent or approval by Sublandlord to or of any act by Subtenant 
requiring Sublandlord's consent or approval shall not be construed to 
waive or render unnecessary Sublandlord's consent or approval to or of 
any subsequent similar act by Subtenant.

                14.     Effect.  This Agreement shall be binding upon the 
parties hereto, their heirs, executors, legal representatives, successors 
and permitted assigns, and may not be altered, amended, terminated or 
modified except by written instrument executed by each of the parties 
hereto.

                15.     Headings.  The headings for the various Paragraphs 
herein are for reference only and are not part of this Agreement.

                16.     Separability of Provisions.  If any term or provision 
of this Agreement or any application thereof shall be invalid or 
unenforceable, the remainder of this Agreement and any other application 
of such term or provision shall not be affected thereby.  All words used 
shall be understood and construed of such gender or number as 
circumstances may require.

                17.     Payments upon Execution.  

                        A.      As additional security for the faithful and 
prompt performance of its obligation hereunder, Subtenant has 
concurrently with the execution of this Sublease paid to the Sublandlord 
the sum of FORTY-SIX THOUSAND NINE HUNDRED THREE AND NO/100 ($46,903.00) 
DOLLARS.  Said security deposit need not be segregated and may be applied 
by Sublandlord for the purpose of curing any default or defaults of 
Subtenant hereunder, in which event Subtenant shall replenish said 
deposit in full by promptly paying to Sublandlord on demand the amount so 
applied.  Sublandlord shall not pay any interest on said deposit, except 
as may be required by law.  If Subtenant has not defaulted hereunder and 
Sublandlord has not applied said deposit to cure a default or Sublandlord 
has applied said deposit to cure a default and Subtenant has replenished 
the same, then said deposit, or such remaining portion thereof, shall be 
paid to Subtenant within thirty (30) days after the termination of this 
Sublease.  Said deposit shall not be deemed an advance payment of rent or 
measure of Sublandlord's damages for any default hereunder by Subtenant.

                        B.      Notwithstanding anything to the contrary herein 
set forth, the Monthly Base Rent payable for the first month of the Term 
shall be due and paid to Sublandlord concurrently upon the execution 
thereof by Subtenant.

                18.     Physical Improvements.  Subtenant acknowledges that it 
has inspected the Sub-Premises and agrees to accept possession of the 
Sub-Premises in their "as is" condition, it being understood and agreed 
that Landlord shall have no obligation to construct tenant improvements 
in the Sub-Premises or alter or improve in any way the present condition 
of the Sub-Premises.  Subtenant further acknowledges that no 
representations as to the repair of the Sub-Premises, nor promises to 
alter, remodel, or improve the Sub-Premises, have been made by 
Sublandlord.  Notwithstanding the forgoing, the Subtenant acknowledges 
that the Sublandlord has expended not in excess of THIRTY-SIX THOUSAND 
AND NO/100 ($36,000.00) DOLLARS of the Improvement Allowance as defined 
in the Primary Lease and that all amounts of the Improvement Allowance in 
excess of THIRTY-SIX THOUSAND AND NO/100 ($36,000.00) DOLLARS may be 
expended by Subtenant to improve the Sub-Premises in accordance with the 
provisions of the Primary Lease.

                19.     Damages from Certain Causes.  Sublandlord shall not be 
liable or responsible to Subtenant for any loss or damage to any property 
or person occasioned by theft, fire, act of God, public enemy, 
injunction, riot, strike, insurrection, war, court order, requisition or 
order of governmental body or authority, or for any damage or 
inconvenience which may arise through repair or alteration of any part of 
the Sub-Premises by Overlandlord pursuant to the terms of the Primary 
Lease, or failure to make any such repairs.

                20.     Sublet and Assignment.  Subtenant shall not assign or 
transfer this Sublease, nor sublet the Sub-Premises or any part thereof 
without the prior consent of Sublandlord and the prior consent of 
Overlandlord (with respect to Overlandlord in the manner provided by the 
Primary Lease).  Sublandlord's consent to any assignment or subletting 
shall not release Subtenant of liability under this Sublease or permit 
any subsequent prohibited act, unless specifically provided in such 
written consent.  Subtenant agrees to pay to Sublandlord, on demand, all 
reasonable costs incurred by Sublandlord in connection with any request 
by Subtenant of Sublandlord in connection with any consent to any 
assignment or subletting by Subtenant.  If Sublandlord consents to any 
assignment or sublease, Subtenant shall pay Sublandlord, as Additional 
Rent in the case of each and every assignment or sublease, fifty (50%) 
per cent of all sums, including rents, additional charges or other 
consideration whatsoever payable to Subtenant (and/or Sublandlord in the 
case of an assignment) by the subtenant or assignee which exceed all rent 
under this Sublease accruing during the term of the sublease or 
assignment in respect of the subleased or assigned space (i.e., allocated 
in proportion to the space demised, as reasonably computed by Subtenant's 
fixtures, leasehold improvements, equipment, furniture or furnishings or 
other personal property, less, in the case of a sale thereof, the then 
net unamortized or undepreciated cost thereof determined on the basis of 
Subtenant's federal income tax returns), less the actual costs expended 
for brokerage commissions, lease preparation and negotiation and 
improvements to the Sub-Premises.

                21.     Enforcement of Overlandlord Obligations.  Subtenant 
shall have no remedy against Sublandlord for the enforcement of any of 
the terms, provisions or obligations of Overlandlord under the Primary 
Lease.  Whenever there shall be any right to enforce any rights against 
Overlandlord under the Primary Lease with respect to the Sub-Premises, 
including, without limitation, a default by Overlandlord under the 
Primary Lease relating to the Sub-Premises, Subtenant shall promptly 
notify Sublandlord thereof in writing and Subtenant may request 
Sublandlord to attempt to enforce such rights (for the purpose of this 
section, Sublandlord's "attempt to enforce" shall mean and be limited 
solely to the transmission of notices which are contemplated to be given 
under the Primary Lease).  If such request is made and Sublandlord fails 
to attempt to enforce such rights within a reasonable period thereafter, 
then Subtenant shall have the right in its own name, or in Sublandlord's 
name, to attempt to enforce any such rights of Subtenant.  Such 
enforcement shall be at the sole cost and expense of Subtenant and 
Subtenant shall indemnify, defend and hold harmless Sublandlord from and 
against any loss, cost, damage, claim, liability or expense (including 
reasonable attorneys' fees and court costs) incurred by Sublandlord as a 
result of Subtenant's attempted enforcement as aforesaid of any rights of 
Subtenant.  Notwithstanding anything contained herein to the contrary, in 
no event shall Subtenant attempt to enforce such rights so as to either: 
(i) create a default by Sublandlord, as Tenant, under the Primary Lease 
or (ii) cause a termination or modification of the Primary Lease.  
Subtenant shall promptly inform Sublandlord, in writing, from time to 
time, of all developments in connection with any such claim, action or 
proceeding and Sublandlord shall have the right, but not the duty, to 
participate in any such proceedings.

                22.     Effective Date of Sublease.  This Sublease shall only 
be effective upon the execution and delivery hereof by each of the 
undersigned and upon the acceptance hereof by the Overlandlord under the 
Primary Lease.

                IN WITNESS WHEREOF, the parties have hereunto affixed their 
hands and seals the day and year first above written.

SUBLANDLORD:    REED ELSEVIER INC. a 
Massachusetts corporation


        By:     
                Its:



SUBTENANT:      DIAMOND MULTIMEDIA SYSTEMS, 
INC., a Delaware Corporation                 


        By:     
                Its: