Exhibit 10.17  AMENDMENT
NO. 3 TO LEASE   THIS AMENDMENT NO. 3 is made and entered into this 26TH day
of February, 2002, by and between A&P FAMILY INVESTMENTS, a California
general partnership, as LANDLORD, and NEOMAGIC CORPORATION, a Delaware corporation,
as TENANT.  RECITALS   A.     WHEREAS, by Lease Agreement
dated February 5, 1996 Landlord leased to Tenant all of that certain 45,000+
square foot building located at 3260 Jay Street, Santa Clara, California, the
details of which are more particularly set forth in said February 5, 1996 Lease
Agreement, and  B.      WHEREAS, said Lease was
amended by the Commencement Letter dated May 7, 1996 which confirmed the May 1,
1996 Lease Commencement Date and the April 30, 2003 Lease Termination Date,
and,  C.      WHEREAS, said Lease was
amended by Amendment No. 1 dated October 15, 1997, which amended the Lease by
adding a co-terminous paragraph and a cross default paragraph in relation to a
separate lease agreement dated October 9, 1997 between the parties hereto, and  E.      WHEREAS, said Lease was
amended by Amendment No. 2 dated April 7, 2000 which amended the Lease by
amending the Basic Rent Schedule and Aggregate Rent under the Lease, and  F.      WHEREAS, said Lease was
amended by Letter Agreement dated June 8, 2001 whereby Landlord acknowledged
the change of Tenants state of incorporation from California to Delaware, and,  G.      WHEREAS, it is now the
desire of the parties hereto to amend the Lease by (i)reducing the
Basic Rent due under the Lease for theperiodof June 1,
2002 through May 31, 2003 (Reduced Rent Period)and amending the Basic Rent
schedule and Aggregate Basic Rent accordingly and (ii) deleting Paragraph 1 to
Amendment No. 1 (Lease Terms Co-Terminous) as hereinafter set forth.   AGREEMENT   NOW THEREFORE, for valuable consideration, receipt of which is hereby
acknowledged, and in consideration of the hereinafter mutual promises, the
parties hereto do agree as follows:  1.BASIC RENT SCHEDULE FOR PERIOD OF JUNE 1,
2002 THROUGH MAY 31, 2003:As an accommodation to Tenant, and in
consideration of the extension of Tenants lease with Landlord for premises
located at 3250 Jay Street (Jay 4 Lease), Landlord has agreed to reduce the   
   Basic Rent due
under the Lease for the period of June 1, 2002 through May 31, 2003.  Therefore, the Basic Rent shall be amended
as follows:  On June 1, 2002,
the sum of SEVENTY-EIGHT THOUSAND SEVEN HUNDRED FIFTY AND NO/100 DOLLARS
($78,750.00) shall be due, and a like sum due on the first day of each month
thereafter, through and including May 1, 2003.   The Aggregate Rent
shall be decreased by $648,000.00, or from $6,481,832.66 to $5,833,832.66.  2.DELETION OF
INAPPLICABLE PARAGRAPH: 
Landlord and Tenant acknowledge that Paragraph 1 of Amendment No. 1
(Lease Terms Co-Terminous) is hereby deleted in its entirety and shall be of
no further force or effect.  3.       CONTINGENCY:  It is acknowledged that concurrently with
the execution of this Amendment No. 3, Landlord and Tenant are also executing a
separate lease amendment for Tenants leased premises located at 3250 Jay
Street, Santa Clara, California (Jay 4 Amendment).In the event Tenant does not execute and return to
Landlord said Jay 4 Amendment by March 15, 2002, at Landlords option, this
Amendment No. 3 shall be rescinded, in which case Tenant shall be responsible
for the Basic Rent for the period of June 1, 2002 through May 31, 2003 (the
scheduled Lease Termination Date) as detailed in Lease Amendment No. 2.  4.       EXAMINATION OF
AMENDMENT:  This Amendment No. 3
shall not be effective until its execution by both Landlord and Tenant.  EXCEPT AS MODIFIED HEREIN, all other terms, covenants, and conditions
of said February 5, 1996 Lease Agreement shall remain in full force and effect.   2 
   IN WITNESS
WHEREOF, Landlord and Tenant have executed this Amendment No. 3 to Lease as of
the day and year last written below.  LANDLORD:
  
  TENANT:A&P
  FAMILY INVESTMENTS
  
  NEOMAGIC,
  INCa
  California general partnership
  
  a
  Delaware corporationBy
  
  
  ByJohn
  Arrillaga, Trusteeof the 
  RichardT. Peery 1976 Children Trusts,as General PartnerDate:
  
  
  Print
  or Type NameTitle:   3