##### 



Exhibit 10.43 Exhibit F CONSENT TO SUBLEASE This Consent To Sublease Agreement(Consent, Consent to Sublease or
Agreement) is dated June 9, 2004, for reference purposes only, and is entered
into by and among RENCO INVESTMENT COMPANY, a California general partnership
(Master Landlord), VA SOFTWARE CORPORATION, a Delaware corporation
(Sublandlord), and AT ROAD, INC., a Delaware corporation (Subtenant). Recitals A.Master Landlord and Sublandlord entered into that certain lease dated
April 6, 2000 (Master Lease) for premises commonly known as 47071 and 46939 Bayside
Parkway, Fremont, California (Master Premises). B.Sublandlord is entering into a sublease (Sublease), concurrently with
this
Consent to Sublease to Subtenant, for all of 47071 Bayside Parkway,
Fremont, California
(47071 Premises) and approximately 15,000 square feet of leasable area
of 46939 Bayside
Parkway, Fremont, California (46939 Premises) (collectively Sublet
Premises), as more
fully set forth in the Sublease, and Master Landlord has agreed to enter
into this Agreement on
the terms and conditions set forth below. Agreement Now, Therefore,in consideration of the foregoing recitals and the
mutual covenants contained herein, Master Landlord, Sublandlord and
Subtenant hereby agree as follows:  A.
    
    Consent to Sublease. 1.Master Landlord hereby consents to the Sublease subject to and
upon the following terms and conditions. 2.Notwithstanding any provision of the Sublease to the contrary, unless
expressly
set forth herein, nothing contained in this Agreement or the Sublease
shall: (a) operate as a consent to or approval of or ratification by Master
Landlord of
any specific provisions of the Sublease or as a representation or warranty
by Master Landlord, or
cause Master Landlord to be estopped or bound in any way by any of the
provisions of the
Sublease. Master Landlord has not reviewed and approved the specific terms
of the Sublease nor
any other agreement between Sublandlord and Subtenant, and Master Landlord
shall not be
bound by any agreement other than the terms of the Master Lease between
Master Landlord and
Sublandlord and this Consent; or (b) be construed to modify, waive or affect (i) any of the provisions,
covenants or conditions in the Master Lease, (ii) any of
Sublandlords obligations under the
Master Lease, or (iii) any rights or remedies of Master Landlord
under the Master Lease or Consent to SubleaseJune 9, 2004




---



##### 



otherwise; or to enlarge or increase Master Landlords obligations or
Sublandlords rights under the Master Lease or otherwise; or (c) be deemed to make Subtenant a third party beneficiary of the
provisions of
the Master Lease, or create or permit any direct right of action by
Subtenant against Master
Landlord for breach of the covenant of quiet enjoyment or any other
covenant of Master
Landlord under the Master Lease; or (d) be construed to waive any past, present or future breach or default on
the part of Sublandlord under the Master Lease; or (e) be construed to provide any warranties or representations by Master
Landlord as to the condition of any part of the Master Premises, the
Sublet Premises, or the terms
of the Master Lease. 3.The Sublease shall be subject and subordinate at all times to the
Master Lease and
to all of its provisions, covenants and conditions. In case of any
conflict between the provisions
of the Master Lease and the provisions of the Sublease, the provisions of
the Master Lease shall
prevail unaffected by the Sublease as between Master Landlord and
Sublandlord and as between
Master Landlord and Subtenant. 4.Neither the Sublease nor this Consent thereto shall release or
discharge the
Sublandlord from any liability under the Master Lease. Sublandlord shall
remain liable and
responsible for the full performance and observance of all the provisions,
covenants and
conditions set forth in the Master Lease to be performed and observed by
Sublandlord. Any
breach or violation of any provision of the Master Lease by Subtenant
shall constitute a default
by Sublandlord in fulfilling such provision and Master Landlord can pursue
any right contained
in the Master Lease or under applicable law, including without limitation
the termination of the
Master Lease. 5.This consent by Master Landlord shall not be construed as a consent by
Master
Landlord to any further subletting by Sublandlord or Subtenant or to any
assignment by
Sublandlord of the Master Lease or assignment by Subtenant of the
Sublease, whether or not the
Sublease purports to permit the same. Subtenant shall be permitted to
sublease the Sublet
Premises and assign the Sublease subject to the same consent requirements
and standards as are
applicable to Sublandlord under the Master Lease. This Consent shall not
be construed as a
consent by Master Landlord to any modification, amendment, extension or
renewal of the
Sublease. Sublandlord and Subtenant acknowledge and agree that the
attempted exercise of any
option to extend the term of the Sublease or to expand the Sublet Premises
by the Subtenant
shall, for purposes of the Master Lease and this Agreement, constitute a
further subletting subject
to the provisions of this paragraph 5. 6.Concurrently with the execution and delivery of a copy of this Consent
to Master
Landlord (and prior to Master Landlord being required to execute this
Consent) and in the event
of any further assignment or subletting of the Sublet Premises by
Sublandlord or Subtenant,
Sublandlord shall deliver to Master Landlord itemized calculations of the
Sublease rent and the Consent to Sublease
    
    page - 2 June 9, 2004




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##### 



Master Lease rent, specifying what excess rents are to be due to Master
Landlord, if any, pursuant to the profit sharing provisions of the Master
Lease. Such document shall be executed by Sublandlord and Subtenant and any
further subtenant. All excess rent due Master Landlord, if any, shall be due
and payable on or before the first of each month. In addition, without limiting
any other provision of this Agreement, subject to the provisions of this
Section A 6, if Sublandlord or any further subtenant is paid a lump sum fee by
Subtenant or any further subtenant in any way relating to the Sublease and any
further sublease, whether designated as Rent, Additional Rent, or any other
designation, Sublandlord and Subtenant acknowledge and agree that Master
Landlord shall be paid the applicable profit sharing percentage (as such
percentage is set forth in the Master Lease based on a sublease or assignment
by the tenant thereunder) of such payment based on the positive difference, if
any, between such lump sum fee, less all rent paid by the landlord who received
such payment to such landlords landlord under their applicable sublease or
lease as the case may be, for the month in which such lump sum fee was paid. As
an example, if Subtenant further subleases the Premises and Subtenants
subtenant pays to Subtenant, for any given month, $1,000 more than Subtenant
owes under the Sublease, and assuming the Master Lease provides for a fifty
percent (50%) profit sharing as to a sublease by the tenant thereunder, fifty
percent (50%) of such $1,000 (or $500) shall be paid by Subtenant directly to
Master Landlord, regardless of any provision in the Sublease or sub-sublease to
the contrary, and Sublandlord shall have no right or claim against Subtenant or
Master Landlord for any such payment made to Master Landlord. Such profit
sharing shall apply to each sublease or assignee (as well as Sublandlord) and
payment by any given subtenant or assignee shall not limit any profit sharing
owed by any other subtenant or assignee (or Sublandlord) to Master Landlord.
For the purpose of calculating excess rent with respect to any lump sum payment
for a complete or partial termination of the Sublease, reduction in the term of
the Sublease, or other settlement in connection with the Sublease, such payment
shall be treated as if it were amortized on a monthly basis over the period
commencing on the effective date of such complete or partial termination of the
Sublease, reduction in the term of the Sublease (in which case the effective
date shall be the expiration or earlier termination of the Sublease), or other
settlement in connection with the Sublease and continuing through May 16,2010.
Such monthly amortized amount shall then be added to any other rentals
Sublandlord shall receive then or at any time in the future from Subtenant or
another subtenant or occupant in connection with the Sublet Premises (or the
applicable portion of the Sublet Premises in the event of a partial
termination) and excess rent shall be determined based on such combined amount.
For the purpose of this calculation, if Sublandlord at any time following the
date of the Sublease occupies a portion of the Sublet Premises, Sublandlord
shall be deemed to have received rentals for such portion and during such
period of occupancy in the amount of the rentals paid by Sublandlord under the
Master Lease for such portion and for such period of time. 7.In consideration of Master Landlords consent to the Sublease,
Sublandlord irrevocably assigns to Master Landlord, as security for
Sublandlords obligations under Master Lease, all rent and income payable to
Sublandlord under the Sublease. Therefore, Master Landlord may collect all
payments due under the Sublease and apply such payments towards Sublandlords
obligations under the Master Lease; provided, however, so long as Sublandlord
is not in default under the Master Lease beyond applicable notice and cure
periods, Sublandlord shall be entitled to collect all such payments directly
from Subtenant. In the event a default by Sublandlord under the Master Lease,
beyond applicable notice and cure periods, has occurred and is continuing,
Sublandlord and Subtenant agree that Subtenant shall pay to Master Landlord Consent to Sublease
    
    page - 3 June 9, 2004




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##### 



all rent and income payable to Sublandlord under the Sublease upon written
demand without further consent of Sublandlord and Subtenant being required;
provided, however, that until demand by Master Landlord, Sublandlord shall have
the right to collect such payments. Sublandlord hereby irrevocably authorizes
and directs Subtenant upon receipt of such written demand from Master Landlord
to pay to Master Landlord the payments due and to become due under the
Sublease. Sublandlord agrees that Subtenant shall have the right to rely on any
such statement and request from Master Landlord, and that Subtenant shall pay
such rents to Master Landlord without any obligation or right to inquire as to
whether any default exists and notwithstanding any notice or claim from
Sublandlord to the contrary. Sublandlord shall have no right or claim against
Subtenant for any such payments so paid by Subtenant to Master Landlord. It is
further agreed among the parties hereto that neither Sublandlords assignment
of such rent and income, nor Master Landlords acceptance of any payment of
rental or other sum due by Subtenant to Sublandlord under the Sublease, whether
payable directly to Master Landlord or endorsed to Master Landlord by
Sublandlord, shall in any way nor in any event be construed as creating a
direct contractual relationship between Master Landlord and Subtenant, unless
the parties expressly so agree in writing and such acceptance shall be deemed
to be an accommodation by Master Landlord to and for the convenience of
Sublandlord and Subtenant. Any direct contractual agreement between Master
Landlord and Subtenant must be in writing. 8.In addition to complying with Sublandlords obligations under the
Master Lease
to maintain insurance, Subtenant shall add and maintain Master Landlord as
an additional
insured under its insurance policies which insurance policies shall
conform to the insurance
required by Sublandlord under the Master Lease. 9.Both Sublandlord and Subtenant shall be and shall continue to be liable
for the
payment of (a) all bills rendered by Master Landlord for charges incurred
by or imposed upon
Subtenant for services and materials supplied to the Sublet Premises
beyond that which is
required by the terms of the Master Lease, and (b) any additional costs
incurred by Master
Landlord for maintenance and repair of the Sublet Premises beyond that
required by the terms of
the Master Lease as the result of Subtenant occupying the Sublet Premises
(including, but not
limited to, any excess costs to Master Landlord of services furnished to
or for the Sublet
Premises). 10.Notwithstanding anything to the contrary contained in the Sublease,
all requests
for any service to be supplied by Master Landlord to the Sublet Premises,
all requests to make
improvements or alterations to the Sublet Premises, all requests to
further sublet the Sublet
Premises or assign the Sublease, and all other requests for Master
Landlords consent or approval
must be made by Sublandlord on behalf of Subtenant. 11.Except as expressly set forth herein to the contrary, Sublandlord and
Subtenant
understand and acknowledge that Master Landlords consent herein is not a
consent to any
improvement or alteration work to be performed in the Sublet Premises
(including without
limitation any improvement work contemplated in the Sublease), that Master
Landlords consent
for such work must be separately sought, and that any such work shall be
subject to all the
provisions of the Master Lease with respect thereto. Consent to Sublease
    
    page - 4 June 9, 2004




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##### 



12. Sublandlord and Subtenant shall be solely and fully responsible for
all costs and expenses to properly, and in accordance with the Master Lease and
applicable laws, demise the Sublet Premises from the Premises, including,
without limitation, the division of all electrical (and other utilities), the
HVAC (and other building service facilities), and alterations to comply with
all laws, including, without limitation, fire exiting requirements.  B.
    
    Direct Renco  At Road Lease Upon Specified Events. 1. Recognition and New Direct Lease.Upon termination of the Master
Lease with respect to the Sublet Premises, if the same occurs before the end of
the term of the Sublease, Master Landlord shall recognize the Subtenant as a
direct tenant as to the Sublet Premises, and Subtenant shall recognize Master
Landlord as a direct landlord as to the Sublet Premises, on the same terms and
conditions as the Master Lease between Master Landlord and Sublandlord, except
(a) the Master Lease shall be interpreted to apply only to the Sublet Premises
and the rights and obligations shall be deemed adjusted accordingly to apply
only to the Sublet Premises, (b) Subtenant shall pay an allocable share of
expenses common to the entire Premises based on the square footage of the
Sublet Premise in relation to the entire Premises, (c) the Base Rent shall be
as set forth below, (d) Subtenant shall be entitled to occupy the Sublet
Premises commencing on October 7, 2004 for the sole purpose of constructing the
Alterations (as defined below) and commencing on January 7, 2005 for the
purpose of conducting its business operations, (e) Subtenant shall receive no
credit for any security deposit or prepaid rent paid by Sublandlord to Master
Landlord, (f) Subtenant shall have no options to extend, renew or to purchase,
nor any rights of first refusal, or other such rights notwithstanding anything
to the contrary set forth in the Master Lease, (g) Subtenants share of the
parking shall be based upon Subtenant taking occupancy of the Sublet Premises
as of January 7, 2005 and (h) the Security Deposit under the Direct Lease
shall be Ninety-Five Thousand Dollars ($95,000) (the Direct Lease Security
Deposit) and such Direct Lease Security Deposit shall be paid concurrently
with the execution of the Direct Lease and there shall be no other security
deposit or letter of credit required under the Direct Lease (hereinafter such
lease terms shall be referred to as the Direct Lease). The Direct Lease shall
be effective as of the date of the termination, if any, of the Master Lease
(the Direct Lease Date), and Master Landlord shall not disturb Subtenants
possession and occupancy of the Sublet Premises for the Direct Lease term,
provided that: (i) On the Direct Lease Date, and for the remainder of the Direct
Lease Term, Subtenant neither: (a) is in default under the Sublease beyond applicable notice and cure
periods, nor under any applicable notice and cure periods of the Master
Lease; nor (b) caused Sublandlords default under the Master Lease, which
default resulted in the termination of the Master Lease; and (ii) As of the Direct Lease Date, and for the remainder of the Direct
Lease Term, Subtenant shall: (a) attorn to and accept Master Landlord as its direct landlord
pursuant to the terms and conditions of the Direct Lease, as set forth above,
for the term of the Direct Consent to Sublease
    
    page - 5 June 9, 2004




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##### 



Lease (which shall be the same as the term would have been under the Master Lease if the
Master Lease was not terminated); (b) comply with all the terms and conditions of the Direct Lease; and (c) pay directly to Master Landlord the Base Monthly Rent, as
hereinafter set forth, Additional Rent and all other amounts payable under the
Direct Lease, with respect to the Sublet Premises, when due thereunder. The
Base Rent for the Direct Lease Term shall be the corresponding Base Rent that
would have been paid under the Sublease as set forth below (the time references
below are to the Sublease term and shall be applicable to the Direct Lease term
based on the Direct Lease Date at that time). As an example, if the Sublease
term commenced on February 1, 2005 and the Master Lease terminated on June 1,
2005, the Direct Lease Date would be June 1, 2005 and the initial Base Rent
under the Direct Lease would be Seventy Thousand Thirty Five and no/100 Dollars
($70,035.00). Months into the
    
    
    
    
    
    Due Date for MonthlySquare Feet
    
    Sublease term
    
    Rent/Month
    
    Rental Payments102,554
    
    
    1
    
    
    $
    0.00
    
    
    February 1, 2005102,554
    
    
    2
    
    
    $
    0.00
    
    
    March 1, 2005102,554
    
    
    3
    
    
    $
    0.00
    
    
    April 1, 2005102,554
    
    
    4
    
    
    $
    0.00
    
    
    May 1, 2005102,554
    
    
    5
    
    
    $
    70,035
    
    
    June 1, 2005102,554
    
    
    6
    
    
    $
    70,035
    
    
    July 1, 2005102,554
    
    
    7
    
    
    $
    70,035
    
    
    August 1, 2005102,554
    
    
    8
    
    
    $
    70,035
    
    
    September 1, 2005102,554
    
    
    9
    
    
    $
    70,035
    
    
    October 1, 2005102,554
    
    
    10
    
    
    $
    70,035
    
    
    November 1, 2005102,554
    
    
    11
    
    
    $
    70,035
    
    
    December 1, 2005102,554
    
    
    12
    
    
    $
    84,599
    
    
    January 1, 2006102,554
    
    
    13
    
    
    $
    84,599
    
    
    February 1, 2006102,554
    
    
    14
    
    
    $
    84,599
    
    
    March 1, 2006102,554
    
    
    15
    
    
    $
    84,599
    
    
    April 1, 2006102,554
    
    
    16
    
    
    $
    84,599
    
    
    May 1, 2006102,554
    
    
    17
    
    
    $
    84,599
    
    
    June 1, 2006102,554
    
    
    18
    
    
    $
    84,599
    
    
    July 1, 2006102,554
    
    
    19
    
    
    $
    84,599
    
    
    August 1, 2006102,554
    
    
    20
    
    
    $
    84,599
    
    
    September 1, 2006102,554
    
    
    21
    
    
    $
    84,599
    
    
    October 1, 2006102,554
    
    
    22
    
    
    $
    84,599
    
    
    November 1, 2006102,554
    
    
    23
    
    
    $
    84,599
    
    
    December 1, 2006102,554
    
    
    24
    
    
    $
    87,137
    
    
    January 1, 2007102,554
    
    
    25
    
    
    $
    87,137
    
    
    February 1, 2007102,554
    
    
    26
    
    
    $
    87,137
    
    
    March 1, 2007102,554
    
    
    27
    
    
    $
    87,137
    
    
    April 1, 2007102,554
    
    
    28
    
    
    $
    87,137
    
    
    May 1, 2007102,554
    
    
    29
    
    
    $
    87,137
    
    
    June 1, 2007102,554
    
    
    30
    
    
    $
    87,137
    
    
    July 1, 2007102,554
    
    
    31
    
    
    $
    87,137
    
    
    August 1, 2007102,554
    
    
    32
    
    
    $
    87,137
    
    
    September 1, 2007
 Consent to Sublease
    
    page - 6 June 9, 2004




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##### 



Months into the
    
    
    
    
    
    Due Date for MonthlySquare Feet
    
    Sublease term
    
    Rent/Month
    
    Rental Payments102,554
    
    
    33
    
    
    $
    87,137
    
    
    October 1, 2007102,554
    
    
    34
    
    
    $
    87,137
    
    
    November 1, 2007102,554
    
    
    35
    
    
    $
    87,137
    
    
    December 1, 2007102,554
    
    
    36
    
    
    $
    89,751
    
    
    January 1, 2008102,554
    
    
    37
    
    
    $
    89,751
    
    
    February 1, 2008102,554
    
    
    38
    
    
    $
    89,751
    
    
    March 1, 2008102,554
    
    
    39
    
    
    $
    89,751
    
    
    April 1, 2008102,554
    
    
    40
    
    
    $
    89,751
    
    
    May 1, 2008102,554
    
    
    41
    
    
    $
    89,751
    
    
    June 1, 2008102,554
    
    
    42
    
    
    $
    89,751
    
    
    July 1, 2008102,554
    
    
    43
    
    
    $
    89,751
    
    
    August 1, 2008102,554
    
    
    44
    
    
    $
    89,751
    
    
    September 1, 2008102,554
    
    
    45
    
    
    $
    89,751
    
    
    October 1, 2008102,554
    
    
    46
    
    
    $
    89,751
    
    
    November 1, 2008102,554
    
    
    47
    
    
    $
    89,751
    
    
    December 1, 2008102,554
    
    
    48
    
    
    $
    92,443
    
    
    January 1, 2009102,554
    
    
    49
    
    
    $
    92,443
    
    
    February 1, 2009102,554
    
    
    50
    
    
    $
    92,443
    
    
    March 1, 2009102,554
    
    
    51
    
    
    $
    92,443
    
    
    April 1, 2009102,554
    
    
    52
    
    
    $
    92,443
    
    
    May 1, 2009102,554
    
    
    53
    
    
    $
    92,443
    
    
    June 1, 2009102,554
    
    
    54
    
    
    $
    92,443
    
    
    July 1, 2009102,554
    
    
    55
    
    
    $
    92,443
    
    
    August 1, 2009102,554
    
    
    56
    
    
    $
    92,443
    
    
    September 1, 2009102,554
    
    
    57
    
    
    $
    92,443
    
    
    October 1, 2009102,554
    
    
    58
    
    
    $
    92,443
    
    
    November 1, 2009102,554
    
    
    59
    
    
    $
    92,443
    
    
    December 1, 2009102,554
    
    
    60
    
    
    $
    95,217
    
    
    January 1, 2010102,554
    
    
    61
    
    
    $
    95,217
    
    
    February 1, 2010102,554
    
    
    62
    
    
    $
    95,217
    
    
    March 1, 2010102,554
    
    
    63
    
    
    $
    95,217
    
    
    April 1, 2010102,554
    
    
    64
    
    
    $
    95,217
    
    
    May 1, 2010
 (iii) Subtenant shall execute such new Direct Lease with Master
Landlord, and pay the Direct Lease Security Deposit, upon the terms set forth
above, within fifteen (15) days after Master Landlords presentment of such
lease to Tenant for execution. (iv) As the Direct Lease shall be a lease between Master Landlord and
Subtenant as of the Direct Lease Date, the parties agree that: (A) Master
Landlord may communicate directly with and proceed directly against Subtenant,
with or without notice to or the involvement of Sublandlord, to enforce all of
the obligations of Subtenant under the terms and conditions of the Direct Lease
with respect to the Sublet Premises; and (B) Subtenant may communicate directly
with and proceed against Master Landlord, with or without notice to or the
involvement of Sublandlord, to enforce all of the obligations of Master
Landlord under the terms and conditions of the Direct Lease with respect to the
Sublet Premises. (v) It is agreed such Direct Lease mitigates some damages Master
Landlord shall incur as a result of the termination of the Master Lease but
such Direct Lease in no way releases Sublandlord from any damages relating to
the Master Lease or Master Lease termination
and the same is in no way a novation of the Master Lease obligations. Consent
to Sublease
June 9, 2004
    
    page - 7 




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##### 



2. Notice of Master Lease or Sublease Termination.Master Landlord shall
give Subtenant reasonably prompt written notice when the Master Lease is
terminated and Sublandlord shall give Master Landlord reasonably prompt written notice
when the Sublease is terminated. 3. Pre-approval of Certain Alterations.Master Landlord has
reviewed and hereby approves those certain improvements and alterations which are
described and depicted on Exhibit Dto the Sublease (Alterations) and which are proposed to be
constructed in the Sublet Premises by Subtenant; provided, however, that both Sublandlord and
Subtenant shall be required to restore the Premises, to the extent required by Master
Landlord, either prior to or following the expiration or termination of the Sublease or Direct Lease,
as applicable (upon request, not sooner than sixty days prior to the expiration or earlier
termination of the applicable Sublease or Direct Lease, Landlord shall specify the extent of the
required restoration). Such restoration, in the case of Subtenant, shall be no greater than the
restoration of the Sublet Premises to the condition existing immediately prior to Subtenants
construction of the specified Alterations, and in the case of Sublandlord, shall be not greater than the
condition required under the Master Lease. With respect to such Alterations, Subtenant shall: (a) at least ten (10) business days prior to submission for any building
or other agency permit, deliver to Master Landlord, for approval, all plans and
other documents that shall be submitted to the applicable agency for permit
issuance, which shall be approved or reasonably disapproved by Master Landlord
within ten (10) business days after Master Landlords receipt of the same; (b)
obtain all permits or other governmental approvals prior to commencing any work
and shall deliver a copy of the same to Master Landlord prior to the
commencement of any work; (c) construct all improvements with materials and
quality similar to the improvements currently existing in the 47071 Premises;
(c) deliver at least ten (10) days prior notice to Master Landlord of the date
Subtenant intends to commence construction, sufficient to enable Master
Landlord to post a notice of non-responsibility; (d) install all such
Alterations by a licensed, insured (and bonded, at Master Landlords option)
contractor (reasonably approved by Master Landlord) in compliance with all
applicable laws; (e) provide to Master Landlord waivers of liens, and surety
company performance bonds as Master Landlord shall reasonably require to assure
payment of the costs thereof to protect Master Landlord and the Sublet Premises
from and against any loss from any mechanics, materialmens or other liens;
(f) cause all work to be done in a good and workmanlike manner; (g) have the
work performed in such a manner as not to obstruct access to any common areas,
as defined in the Master Lease for any other tenant of the Building or project
of which the Building is a part; and (h) carry Builders All Risk insurance
in an amount reasonably approved by Master Landlord, and such other insurance
as set forth on Attachment 1hereto, it being understood and agreed that all of
such Alterations shall be insured by Subtenant in accordance with the Master
Lease during construction and upon completion thereof. With respect to the
Alterations, Master Landlords approval of any plans, specifications or working
drawings for Subtenants Alterations shall not create nor impose any
responsibility or liability on the part of Master Landlord for their
completeness, design sufficiency, or compliance with any laws, ordinances,
rules and regulations of governmental agencies or authorities. Subtenant hereby agrees to separately meter the Sublet Premises from the
balance of the Master Premises and install the new demising wall as described
on Exhibit Dto the Sublease on or before the first day of the Term of the
Sublease. Consent to Sublease
    
    page - 8 June 9, 2004




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4. Letter of Credit.Simultaneously with Sublandlords
execution and delivery to Master Landlord of this Consent, Sublandlord shall
deliver to Master Landlord an irrevocable and unconditional negotiable letter
of credit (Letter of Credit) in the amount of One Million Dollars
($1,000,000.00) (the LC Amount) which Letter of Credit shall be in addition
to the existing letter of credit that was previously provided to Master
Landlord under the Master Lease. The Letter of Credit shall be payable in the
County of Santa Clara, California, shall run in favor of Master Landlord, and
be issued by a solvent nationally recognized bank or financial institution.
Such nationally recognized bank or financial institution must have a long term
rating of AA or higher, as rated by Moodys Investors Service or Standard &
Poors, and be under the supervision of the Superintendent of Banks of the
State of California or a National Banking Association. The Letter of Credit is being delivered by Sublandlord to Master Landlord
as collateral for the full and faithful performance by Sublandlord of all of
its obligations under the Master Lease and for all losses and damages Master
Landlord may suffer as a result of any default by Sublandlord under the Master
Lease, provided however, that neither the Letter of Credit, nor the amount
thereof, in any way limits Sublandlords liability to Master Landlord. The
Letter of Credit shall contain the following terms and provisions: (a) The Letter of Credit shall be: (i) at sight and
irrevocable and
unconditional; (ii) maintained in effect, whether through replacement, renewal
or extension, for the period from the Sublease commencement date and continuing
until the date which is sixty (60) days after the Expiration Date of the Master
Lease, which date shall be deemed to include any and all extensions of the
Master Lease, if applicable, subject to reduction as set forth below (the
Letter of Credit Expiration Date) and Sublandlord shall deliver a new Letter
of Credit or certificate of renewal or extension to Master Landlord at least
thirty (30) days prior to the expiration of the Letter of Credit without any
action whatsoever on the part of Master Landlord, (iii) subject to the
International Standby Practices 1998, International Chamber of Commerce
Publication No. 590, and (iv) fully assignable by Master Landlord and permit
partial draws. Regardless of anything to the contrary set forth herein, in all
events Master Landlord must be provided from the issuing bank a notice at least
thirty (30) days prior to the expiration of the Letter of Credit stating the
date upon which the Letter of Credit will expire (Letter of Credit Expiration
Notice). The Letter of Credit Expiration Notice must be delivered by personal
delivery or registered or certified mail, return receipt requested, to all
addresses for notices set forth in this Consent and such notices must actually
be received and signed for by the person set forth in such notice provisions to
be effective. In addition to the foregoing, the form and terms of the Letter of
Credit (and the bank issuing the same) shall be consistent with the foregoing,
must be acceptable to Master Landlord in Master Landlords reasonable
discretion and shall provide, among other things, that: (A) Master Landlord
shall have the right to draw down an amount up to the face amount of the Letter
of Credit upon the presentation to the issuing bank of Master Landlords
statement that such amount is due to Master Landlord under the terms and
conditions of this Consent; (B) the Letter of Credit will be honored by the
issuing bank without inquiry as to the accuracy thereof and regardless of
whether the Sublandlord disputes the content of such statement; and (C) in the
event of a transfer of Master Landlords interest in the Building, Master
Landlord may transfer the Letter of Credit to the transferee without any cost
or expense to either Master Landlord or transferee and without any conditions
imposed by the issuing bank. Consent to Sublease
    
    page - 9 June 9, 2004




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(b) Sublandlord hereby acknowledges and agrees that Master Landlord is
entering into this Consent in material reliance upon the ability of Master
Landlord to draw upon the Letter of Credit upon the occurrence of any Default
beyond applicable notice and cure periods by Sublandlord under the Master Lease
or this Consent. Sublandlord further acknowledges and agrees that if Master
Landlord cannot draw upon the Letter of Credit within the times and in the
manner as anticipated by Master Landlord herein, Master Landlord shall suffer
irreparable damage, harm and injury. From time to time during the term of the
Master Lease it is anticipated by the parties that the Letter of Credit will
need to be amended, modified and, possibly reissued. Sublandlord and Master
Landlord hereby covenant and agree to cooperate with one another to promptly
effectuate any such amendments, modifications and new issuances, including
without limitation, executing and submitting to the Issuer any and all
documents or instruments as may be reasonably required to effectuate the same.
Each and every time during the Master Lease, which shall include any and all
extensions thereto, there is a change in the identity or address of the
parties, including without limitation, any change in the identity of Master
Landlord due to the sale, transfer or other conveyance by Master Landlord of
its rights and interests in, to and under this Consent or the Master Lease to
any other party, person or entity, the Letter of Credit shall immediately be
amended or reissued without any cost or expense to Master Landlord or such
transferee to reflect such changes and the parties hereby agree to execute and
submit to the Issuer such further applications, documents and instruments as
may be necessary to effectuate the same. It is the intention of Sublandlord and
Master Landlord that each and every successor and assign of Sublandlord and
Master Landlord be bound by and subject to the terms and provisions of this
paragraph and Agreement. Master Landlord may at any time and without notice to
Sublandlord or Subtenant and without first obtaining Sublandlords or
Subtenants consent thereto, assign all or any portion of its interest in and
to the Letter of Credit to another party, person or entity, where such
assignment is part of an assignment by Master Landlord of its rights and
interests in and to the Master Lease to the transferee of the Letter of Credit. (c) If, as a result of any such application or use of all or any part of
the Letter of Credit, the amount of the Letter of Credit shall be less than the
LC Amount, Sublandlord shall, within ten (10) days thereafter, provide Master
Landlord with additional letter(s) of credit in an amount equal to the
deficiency (or a replacement letter of credit in the total amount of the LC
Amount) and any such additional (or replacement) letter of credit shall comply
with all of the provisions of this Agreement, and if Sublandlord fails to
comply with the foregoing, notwithstanding anything to the contrary contained
herein, the same shall constitute an incurable default by Sublandlord.
Sublandlord further covenants and warrants that it will neither assign nor
encumber the Letter of Credit or any part thereof and that neither Master
Landlord nor its successors or assigns will be bound by any such assignment,
encumbrance, attempted assignment or attempted encumbrance. Without limiting
the generality of the foregoing, if the Letter of Credit expires earlier than
the Letter of Credit Expiration Date, Master Landlord will accept a renewal
letter of credit or substitute letter of credit (such renewal or substitute
letter of credit to be in effect not later than thirty (30) days prior to the
expiration of the Letter of Credit) which shall be irrevocable and
automatically renewable as above provided through the Letter of Credit
Expiration Date upon the same terms as the expiring Letter of Credit or such
other terms as may be acceptable to Master Landlord in its sole discretion.
However, if the Letter of Credit is not timely renewed or a substitute letter
of credit is not timely received, or if Sublandlord fails to maintain the
Letter of Credit in the amount and in accordance with the terms set forth in
this paragraph, Master Landlord shall have the right to present such Letter of
Credit to the bank in Consent to Sublease
    
    page - 10 June 9, 2004




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accordance with the terms of this paragraph, and the entire sum evidenced
thereby shall be paid to and held by Master Landlord as collateral for
performance of all of Sublandlords obligations under the Master Lease and this
Consent and for all losses and damages Master Landlord may suffer as a result
of any default by Sublandlord under the Master Lease. (d) If there shall occur a default under the Master Lease beyond
applicable notice and cure periods by Sublandlord Master Landlord may, but
without obligation to do so, draw upon the Letter of Credit in part or in whole
to the extent necessary in Master Landlords reasonable discretion to cure any
default of Sublandlord and/or to compensate Master Landlord for any and all
damages of any kind or nature sustained or which may be sustained by Master
Landlord resulting from Sublandlords default (or in the event Master Landlord
terminates the Master Lease as a result of such default, Master Landlord shall
be entitled to draw upon the Letter of Credit in its entirety and hold the same
as cash collateral for performance of all of Sublandlords obligations pending
determination of the losses and damages to which Master Landlord shall be
entitled pursuant to the Master Lease and applicable law). Sublandlord and
Subtenant agree not to interfere in any way with payment to Master Landlord of
the proceeds of the Letter of Credit, regardless of whether any dispute exists
between Subtenant and/or Sublandlord and Master Landlord as to Master
Landlords right to draw from the Letter of Credit. No condition or term of
this Consent or the Master Lease shall be deemed to fender the Letter of Credit
conditional to justify the issuer of the Letter of Credit in failing to honor a
drawing upon such Letter of Credit in a timely manner. (e) The parties acknowledge and agree that in no event or circumstance
shall the Letter of Credit or any renewal thereof or substitute therefor be (x)
deemed to be or treated as a security deposit within the meaning of
California Civil Code Section 1950.7 (as supplemented, amended, replaced and
substituted from time to time), (y) subject to the terms of such Section 1950.7
(as supplemented, amended, replaced and substituted from time to time), or (z)
intended to serve as a security deposit within the meaning of such Section
1950.7 (as supplemented, amended, replaced and substituted from time to time).
The parties hereto (a) agree that the Letter of Credit is not intended to serve
as a security deposit and such
Section 1950.7 (as supplemented, amended, replaced and substituted from time to
time), and any and all other laws, rules and regulations applicable to security
deposits in the commercial context (Security Deposit Laws) shall have no
applicability or relevancy thereto, and (b) waive any and all rights, duties
and obligations either party may now or in the future will have relating to or
arising from the Security Deposit Laws. (f) At Sublandlords request, and in the event that Sublandlord shall
provide Master Landlord with quarterly statements for the four most recent
consecutive fiscal quarters of Sublandlord (with the 1st of such quarters
commencing following the full execution of this Agreement), as are required to
be filed, and as have been filed, with the Securities and Exchange Commission
(SEC) which show conclusively that (i) Sublandlords earnings from operations
were positive for each such fiscal quarter, and (ii) as of the end of each
quarter Sublandlord had unencumbered (not pledged in any respect) cash, cash
equivalents, and/or short-term marketable securities (defined below) which
securities are, in the case of equity securities, issued by companies listed on
either the New York. American or NASDAQ stock exchanges and are companies whose
senior debt rating is listed as AA or better by Moodys Investors Service or
Standard & Poors, the total cash, cash equivalents and short-term marketable
securities of which Consent to Sublease
    
    page - 11 June 9, 2004




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is at least Twenty Million Dollars ($20,000,000), all determined under
accounting principals generally accepted in the United States (i.e., U.S.
GAAP); then in such event, the Letter of Credit shall be reduced by Three
Hundred Thousand Dollars ($300,000.00) for each of the first two such four
quarter milestones and a final Four Hundred Thousand Dollars ($400,000.00) for
the third such four quarter milestone. In addition, in the event that Subtenant
files for bankruptcy protection and rejects and terminates the Sublease
pursuant to such bankruptcy, Master Landlord will agree to a termination of the
Letter of Credit upon completion of all restoration requirements as set forth
in Section B 3 above and if Sublandlord is then current on all Master Lease
obligations. Such Letter of Credit reductions or termination, as the case may
be, may only occur by way of a written request by Master Landlord to the bank
issuing the Letter of Credit, upon the written request of Sublandlord which
request shall include reasonable evidence of the requirements for such
reduction or termination to occur. For the purposes of this subsection (f), marketable securities shall mean any
of the following: (i) Government securities including US direct obligations, federal agency
issues and securities backed by the full faith and credit of the US government; (ii) Municipals with an A2/A or higher rating by Standard and Poors; (iii) Sovereign or multinational issuers rated AA2/AA or better by
Standard and Poors; (iv) Bank securities or deposits with long-term debt ratings of A2/A or
higher by Standard and Poors and short term ratings of A-1/P-1 or higher by
Standard and Poors; (v) Corporate securities with commercial paper rated A-1 by Standard and
Poors, P-1 by Moodys or F1 by Fitch. Commercial paper must be rated by 2 of
the 3 aforementioned rating agencies with no split rated credits; (vi) Auction rate securities/money market funds rated A2/A or higher by
Standard and Poors; (vii) Corporate debt rated A2/A or higher by Standard and Poors; (viii) Asset backed securities rated A3/A- or equivalent by Standard and
Poors; (ix) Repurchase agreements with banks with long-term debt ratings of
AA/AA2 or higher by Standard and Poors and short term ratings of A-1/P-1
(S&P/Moodys) or higher and repurchase agreements with dealers rated A-1 (S&P),
P-1 (Moodys) or F1 (Fitch) with commercial paper rated by 2 of the 3
aforementioned rating agencies; (x) Master notes, privately negotiated between Sublandlords fund managers
and large corporations who issue high grade commercial paper with credit
quality the same as the Corporations marketable commercial paper which must be
A2/A or higher by Standard and Poors; Consent to Sublease
    
    page -12 June 9, 2004




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For the purposes of this subsection (f), short-term marketable
securities shall mean the foregoing marketable securities with
maturities of twelve (12) months or less. (g) Except to the extent of any damages incurred by Landlord or draws
or applications permitted hereunder, Master Landlord shall return the Letter of
Credit to Sublandlord for cancellation within sixty (60) days of the expiration
or sooner termination of the Master Lease.  C.
    
    General Provisions. 1.This Consent is not assignable. 2.Sublandlord and Subtenant each covenant and agree that under no
circumstances shall Master Landlord be liable for any brokerage commission or
other charge or expense in connection with the Sublease. 3.In the event of any conflict between the provisions of this
Agreement and the provisions of the Sublease, the provisions of this
Agreement shall prevail unaffected by the Sublease. 4.Any notice or communication that any party hereto may desire or be
required to give to any other party under or with respect to this Agreement
shall be given in accordance with the procedures as set forth in the Master
Lease, and shall be delivered to the following addresses: in the case of Master
Landlord, at c/o Renco Properties, Inc., 1285 Oakmead Parkway, Sunnyvale, CA
94085, and in the case of Subtenant, at the Sublet Premises, and in the case of
Sublandlord, at 46939 Bayside Parkway, Fremont, California, or in any case at
such other address any party may have designated by notice given in accordance
with the provisions of this paragraph. 5.The Sublease cannot be amended or modified without Master Landlords
prior written consent, which consent shall not be unreasonably withheld,
conditioned or delayed. Sublandlord and Subtenant agree, at any time and from
time to time, upon not less than fifteen (15) days prior notice by Master
Landlord, to execute, acknowledge and deliver to Master Landlord a statement in
writing certifying that the Sublease is unmodified and in full force and effect
(or, if there have been modifications, as permitted herein, that the Sublease
is in full force and effect as modified and stating the modification), and the
dates to which the annual base rental, additional rent and other charges have
been paid, and stating whether or not, to the certifying partys actual
knowledge, Sublandlord or Subtenant is in default in performance of any
covenant, agreement, term, provision or condition contained in the Sublease
and, if so, specifying each such default, it being intended that any such
statement delivered pursuant hereto may be relied upon by Master Landlord and
any prospective purchaser or lessee of the Building, or any trustee or
beneficiary under any deed of trust affecting the Building. Sublandlord and
Subtenant also agree to execute and deliver from time to time such other
estoppel certificates as any lender may reasonably require with respect to the
Sublease. 6.In the event of any arbitration or action or proceeding at law or in
equity between or among the parties to this Agreement as a consequence of any
controversy, claim or dispute relating to this Agreement or the breach thereof,
or to enforce any of the provisions and/or rights Consent to Sublease
    
    page - 13 June 9, 2004




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hereunder, the unsuccessful party or parties to such arbitration, action or
proceeding shall pay to the prevailing party or parties all costs and expenses,
including reasonable attorneys fees incurred therein by such prevailing party
or parties, and if such prevailing party or parties shall recover judgment in
any such arbitration, action or proceeding, such costs, expenses and fees shall
be included in and as part of such judgment. 7.Each of Subtenant and Sublandlord agrees, jointly and severally, that,
except to the extent of the active negligence or willful misconduct of Master
Landlord or its agents or contractors or a breach of Master Landlords
obligations under the Master Lease, it shall indemnify, defend and hold Master
Landlord harmless from and against any and all claims arising out of (a)
Subtenants use of the Sublet Premises or any part thereof for the conduct of
its business, or (b) any activity, work or other thing done, permitted or
suffered by Subtenant in or about the Building or the Sublet Premises, or any
part thereof, or (c) any breach or default in the performance of any obligation
on Subtenants part to be performed under the terms of the Sublease or this
Agreement, (d) any negligence or willful misconduct of Subtenant or any
officer, agent, employee, contractor, servant, invitee or guest of Subtenant,
or (e) any claim for brokerage commissions or other charges or expenses in
connection with the Sublease; and in each case from and against any and all
damages, losses, liabilities, lawsuits, judgments, and costs and expenses
(including without limitation reasonable attorneys fees) arising in connection
with any such claim or claims as described in clauses (a) through (e) above, or
any action or proceeding brought thereon. If any such action or proceeding be
brought against Master Landlord, the indemnifying party upon notice from Master
Landlord shall defend such action or proceeding at the indemnifying partys
sole expense by counsel reasonably satisfactory to Master Landlord. Except to
the extent of the active negligence or willful misconduct of Master Landlord or
its agents or contractors or a breach of Master Landlords obligations under
the Master Lease, Subtenant, as a material part of the consideration to Master
Landlord, hereby assumes all risk of damage or loss to property or injury or
death to persons, in, upon or about the Sublet Premises from any cause and
waives all claims in respect thereof against Master Landlord. 8.This Consent to Sublease shall only be effective, and Master Landlords
consent to the Sublease given, when this Consent is fully-executed and
delivered to Master Landlord, Sublandlord and Subtenant. 9.This Agreement shall be construed in accordance with the laws of the
State of California and together with the Sublease and the Master Lease
contains the entire agreement of the parties hereto with respect to the subject
matter hereof and may not be changed or terminated orally or by course of
conduct. 10.Concurrently with the execution and delivery of this Agreement to
Master Landlord for Master Landlords execution, Sublandlord agrees to
reimburse Master Landlord the sum of $9,165.00 for the reasonable costs and
attorneys fees actually incurred by Master Landlord in conjunction with the
negotiation and documentation of the this Consent. 11.This Agreement is hereby incorporated into the Sublease and shall
be attached to the Sublease. Consent to Sublease
    
    page - 14 June 9, 2004




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12.This Agreement may be executed in one or more counterparts and each
set of duly delivered identical counterparts which includes all signatories
shall be deemed to be one original document. For purposes of this paragraph,
executed counterparts delivered via facsimile are deemed to be originals. This
Agreement contains the entire agreement between the parties hereto and shall be
binding upon and inure to the benefit of their respective heirs,
representatives, successors and permitted assigns. 13. This Agreement is incorporated into the Master Lease and any default
hereunder shall be deemed a default under the Master Lease (subject to
applicable notice and cure periods in the Master Lease). Consent to Sublease
    
    page -15 June 9, 2004




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In Witness Whereof,the parties hereto have duly executed this Agreement as of
the day and year first above written. MASTER
LANDLORD:
RENCO INVESTMENT COMPANY,
a California general partnership By:
    
    /s/ DONALD E. VERMEIL, TTEE
    
    By:
    
    /s/ RICHARD T. PEERY, TRUSTEEName:
    
    DONALD E. VERMEIL, TTEE
    
    Name:
    
    RICHARD T. PEERY, TRUSTEETitle:
    
    General PartnerREVOCABLE TRUST
AGREEMENTDATED 11/6/78, AS AMENDED
    
    Title:
    
    General PartnerBy:
    
    /s/ WILLIAM N NEIDIGName:
    
    WILLIAM N NEIDIG, PRESIDENT
RIVERSIDE INTERESTS, INC.Title:
    
    General PartnerSUBLANDLORD:VA SOFTWARE CORPORATION a Delaware corporationBy:
    
    /s/ ALI JENABName:
    
    ALI JENABTitle:
    
    President & CEOBy:
    
    /s/ KATHLEEN R MCELWEEName:
    
    KATHLEEN R MCELWEETitle:
    
    VP + CFO
 (SEAL) SUBTENANT:AT ROAD, INC., 
a Delaware CorporationBy:
    
    /s/ KRISH PANUName:
    
    KRISH PANUTitle:
    
    CEO / PRESIDENTBy:
    
    /s/ CAROL RICE MURPHYName:
    
    CAROL RICE MURPHYTitle:
    
    CFO
 Consent to Sublease
    
    page - 16 June 9, 2004




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Attachment 1
Construction Insurance Requirements Before commencing any work, the contractor shall procure and maintain at its
sole cost and expense until completion and final acceptance of the work, at
least the following minimum levels of insurance. A.Workers Compensation in statutory amounts and Employers Liability Insurance
in the minimum amounts of $100,000 each accident for bodily injury by accident
and $100,000 each employee for bodily injury by disease with a $500,000 policy
limit, covering each and every worker used in connection with the contract
work. B.Comprehensive General Liability Insurance on an occurrence basis including,
but not limited to, protection for Premises/Operations Liability, Broad Form
Contractual Liability, Owners and Contractors Protective, and
Products/Completed Operations Liability*, in the following minimum limits of
liability. Bodily
Injury, Property Damage, and
Personal Injury Liability
    
    $2,000,000/each occurrence$3,000,000/aggregate
 * Products/Completed Operations Liability Insurance is to be provided for
a period of at least one (1) year after completion of work. Coverage should include protection for Explosion, Collapse and
Underground Damage. C.Comprehensive Automobile Liability Insurance with the following minimum
limits of liability. Bodily Injury and Property
    
    $1,000,000/each occurrenceDamage Liability
    
    $2,000,000/aggregate
 This insurance will apply to all owned, non-owned or hired automobiles to
be used by the Contractor in the completion of the work. D.Umbrella Liability Insurance in a minimum amount of five million dollars
($5,000,000), providing excess coverage on a following-form basis over the
Employers Liability limit in Paragraph A and the liability coverages outlined
in Paragraphs B and C. E.Equipment and Installation coverages in the broadest form
available covering Contractors tools and equipment and material not accepted
by Tenant. Tenant will provide Builders Risk Insurance on all accepted and
installed materials. All policies of insurance, duplicates thereof or certificates evidencing
coverage shall be delivered to Landlord prior to commencement of any work and
shall name Landlord, and its partners and lenders as additional insureds as
their interests may appear. All insurance policies shall (1) be issued by a
company or companies licensed to be business in the state of California, (2)
provide that no cancellation, non-renewal or material modification shall be
effective without thirty (30) Consent to Sublease
    
    page - 17 June 9, 2004




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days prior written notice provided to Landlord, (3) provide no deductible
greater than $5,000 per occurrence, (4) contain a waiver to subrogation clause
in favor of Landlord, and its partners and lenders, and (5) provide that such
insurance is primary to any insurance carried by Landlord. Consent to Sublease
    
    page - 18 June 9, 2004