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                                                                   EXHIBIT 10.38



                                    SUBLEASE


         This Sublease is entered into as of this 30th day of June, 1998, by and
between Philips Consumer Communications, L.P. with offices at 535 Mountain
Avenue, P.O. Box 1, Murray Hill, NJ 07974-0001, a Delaware limited partnership
(hereinafter "Sublandlord") and SMART Modular Technologies, Inc., a California
corporation, with offices at 4305 Cushing Parkway, Fremont, California 94538
(hereinafter "Subtenant").

                             INTRODUCTORY STATEMENTS

         A. By Lease dated August 14, 1996, as amended by First Amendment to
Lease dated April 2, 1997, and Second Amendment to Lease dated September 5, 1997
(collectively the "Prime Lease") Berg & Berg Enterprises, Inc., a California
corporation (the "Prime Landlord") leased to Philips Electronics North America
Corporation certain space in the building known as Building I located at 45700
Northport Loop East, Fremont, CA (hereinafter called the "Building"). By
Assignment and Assumption of Lease dated October 1, 1997 Philips Electronics
North America assigned the lease to Sublandlord.

         B. Subtenant has agreed to sublet from Sublandlord certain portions of
the Building.

         C. The parties desire to enter into this Sublease defining their
respective rights, duties and liabilities relating to the Subleased Premises
(defined below).


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                                   WITNESSETH

         NOW THEREFORE, Sublandlord and Subtenant, in consideration of the
mutual promises and covenants contained herein and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, and
each with intent to be legally bound, for themselves and their respective
successors and assigns, agree as follows:

         1.  SUBLEASE

         Sublandlord, for and in consideration of the Subtenant's payment of the
rent and performance of the covenants contained in this Sublease, does hereby
demise and lease to Subtenant the following portion of the Building: 22,555 sq.
ft. of the first floor of the Building as shown on the floor plan which is
attached hereto as Exhibit A (the "Subleased Premises").

         2.  PARKING

         Subtenant shall be entitled to use eighty-four (84) of the Building's
parking spaces on a first come first basis in the parking lot designated on
Exhibit B. 

         3. PRIME LEASE

         A true copy of the Prime Lease (with certain financial provisions
deleted for reasons of confidentiality) is attached hereto as Exhibit C. Where
not expressly inconsistent with the terms hereof and except as otherwise stated
herein to the contrary, this Sublease shall be subject and subordinate to all of
the terms and conditions contained in the Prime Lease as said terms and
conditions affect the Subleased Premises, and all of



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the terms and conditions of the Prime Lease, except as otherwise set forth
herein, are hereby incorporated into this Sublease and shall be binding upon
Subtenant with respect to the Subleased Premises to the same extent as if
Subtenant were named as tenant and Sublandlord as landlord under the Prime
Lease. For purposes of this Sublease, references in the Prime Lease to the
"term" shall mean the Term of this Sublease and references to the "premises" in
the Prime Lease shall mean the Subleased Premises. Except as otherwise provided
herein, when any fraction, factor or formula, which is based on the number of
square feet leased, is expressed in the Prime Lease, it will be adjusted by
substituting the number of square feet of the Subleased Premises for the number
of square feet of the Premises leased in the Prime Lease. Each party agrees that
it shall not do or omit to do anything which would result in a default under the
Prime Lease, and each party agrees to indemnify and hold the other harmless from
and against all claims, demands or liabilities resulting from such party's
breach, violation or nonperformance of any of its obligations under the Prime
Lease, as incorporated herein. With the exceptions set forth herein, Subtenant
shall be entitled to all of the rights and privileges of the Sublandlord as
tenant under the terms of the Prime Lease with respect to the Subleased
Premises. The following provisions of the Prime Lease shall not be incorporated
into this Sublease: Premises, Term, Rent, Commencement Date Memorandum for Phase
I, Commencement Date Memorandum for Phase II, (1) Possession including (1.1) and
(1.2), (2) Lessee's Improvements including (2.1) and (2.2), (34)



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Brokers, (35) Option to Extend, (39) Expansion Agreement and Exhibits D, E.1,
E.2 and F.

         4. DEFINITIONS

         All terms not expressly defined in this Sublease shall have the
meanings given to them in the Prime Lease.

         5. PRIME LANDLORD

         Subtenant agrees to look solely to the Prime Landlord, and not to
Sublandlord, for the performance of all services and obligations of the Prime
Landlord under the Prime Lease with respect to the Subleased Premises. At
Subtenant's expense and request, Sublandlord will take all reasonable actions
necessary to enable Subtenant to enforce the Sublandlord's rights as tenant
under the Prime Lease with respect to the Subleased Premises.

         6. TERM

         The term of this Sublease (the "Original Term" or "Term") shall be
approximately Seventy eight (78) months commencing on the later of (i) July 15,
1998, (ii) upon Prime Landlord's consent or (iii) completion of the demising
wall by Sublandlord (such later date, the "Commencement Date") and ending on
December 31, 2004.

         Sublandlord shall grant Subtenant access to the Subleased Premises
solely for the installation of its tenant improvements after execution of this
Sublease, which may be prior to the Commencement Date. In exercising the
foregoing right, Subtenant shall work with Sublandlord to minimize disruption or
interference with Sublandlord's business or Sublandlord's use and occupancy of
the Premises, and Subtenant shall obtain all



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necessary approvals prior to commencing any tenant improvements. Subtenant shall
defend, indemnify and save harmless the Sublandlord, its affiliates and partners
against all claims, liabilities, fines, penalties, damages, costs and expenses,
including reasonable attorneys' fees and other costs of litigation because of
injury, including death, to any person, or damage to any real property or
personal property caused by any action or omission of Subtenant, Subtenant's
employees and/or representatives except to the extent caused by the negligence
or willful misconduct of Sublandlord, Sublandlord's employees and/or
representatives. Subtenant shall provide Sublandlord with insurance certificates
pursuant to Paragraph 15 prior to Sublandlord granting Subtenant access to the
Subleased Premises.

         7. RENT

         a. The basic rent during the Original Term hereunder shall be in the
amount of Two million, three hundred three thousand, three hundred sixteen and
60/00ths Dollars ($2,303,316.60) payable in lawful money of the United States of
America. The basic rent shall accrue at the rate of Twenty seven thousand, nine
hundred sixty eight and 26/00 Dollars ($27,968.26) per month for months 1-26,
Twenty nine thousand, five hundred forty seven and 05/00 Dollars ($29,547.05)
per month for months 27-56, and Thirty one thousand, three hundred fifty one and
45/00 Dollars ($31,351.45) per month for months 57-78 and shall be payable in
advance on the first day of each calendar month during the Original Term except
that a proportionately lesser sum may be paid for the first and last months of
the Term of this Sublease



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if the Term commences on a date other than the first day of the month or ends on
other than the last day of a month.

         b. In addition to the basic rent set forth in section 7.a. above,
Subtenant shall pay Sublandlord (as and when due under the terms of the Prime
Lease), as additional rent, its proportionate share of electric, gas and water
expenses, triple net expenses of taxes, insurance, common area maintenance, and
other utilities and expenses, which Sublandlord is obligated to pay to Prime
Landlord under the terms of the Prime Lease. Subtenant's "Proportionate Share"
shall be forty seven percent (47%), which is the number of square feet in
Subleased Premises divided by number of square feet in the premises leased by
Sublandlord.

         c. The terms "basic rent" and "additional rent" are sometimes referred
to herein as "Rent" or "rent" and shall include all sums due from Subtenant to
Sublandlord under the terms of this Sublease. All Rent shall be payable at the
office of the Sublandlord at the following address:


                              535 Mountain Avenue,
                                   P.O. Box 1
                       Murray Hill, New Jersey 07974-0001
                            Attention: Loranza Rooker


or at such other address as directed by written notice from Sublandlord to
Subtenant.

         8. REFUNDS

         Provided Subtenant is not in default under this Sublease, Sublandlord
shall pay to Subtenant Subtenant's Proportionate Share of any sums which
Sublandlord is entitled to receive from



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the Prime Landlord under the Prime Lease with respect to the Subleased Premises
during the Term, including, but not limited to, any refunds of basic rent or
additional rent which have been paid by Subtenant; however, such sums shall be
paid to Subtenant only if Sublandlord has received payment of same from Prime
Landlord. Payment (less any sums expended by Sublandlord for collection thereof)
shall be made by Sublandlord to Subtenant within thirty (30) days of
Sublandlord's receipt of any such sum.

         9. SECURITY DEPOSIT

         Subtenant has deposited with Sublandlord the sum of Twenty seven
thousand nine hundred sixty eight and 26/00 Dollars ($27,968.26) as security for
the full and faithful performance of every portion of this Sublease to be
performed by Subtenant. If Subtenant defaults with respect to any provision of
this Sublease, Sublandlord may use, apply or retain an amount necessary of this
security deposit to remedy such default. If any portion of said deposit is so
used or applied, Subtenant shall, within ten (10) days after demand therefor,
deposit funds with Sublandlord in an amount sufficient to restore the security
deposit to its original amount, and Subtenant's failure to do so shall be a
material breach of this Sublease. Sublandlord shall not be required to keep this
security deposit separate from its general funds, and Subtenant shall not be
entitled to interest on such deposit. If Subtenant shall fully and faithfully
perform every provision of this Sublease to be performed by it, the security
deposit or such remaining balance thereof shall be



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returned to Subtenant within thirty (30) days of termination of the Term.

         10. SUBTENANT FIT-UP

         Sublandlord shall construct, at Sublandlord's sole cost and expense, a
demising wall to demise the Premises as shown on Exhibit A (subject to Prime
Landlord's approval). Such construction shall be done in compliance with the
Americans with Disabilities Act (ADA) and all applicable state and local laws.
Sublandlord shall segregate the electrical, mechanical and HVAC systems that
control each individual space, at Sublandlord's sole cost and expense.

         Sublandlord shall deliver the Subleased Premises vacant of all
occupants, clean and free of debris, with all carpets cleaned, and with all
building systems (e.g., mechanical, HVAC, electrical, plumbing and roof) in good
operating condition and repair. Sublandlord shall repair and maintain all such
building systems throughout the Term of the Sublease.

         11.   ALTERATIONS

         Subtenant shall not make any alterations, improvements or installations
in or to the Subleased Premises without the prior written consent of
Sublandlord. All alterations and improvements shall be subject to the terms and
conditions of the Prime Lease, and in those instances, if required, shall be
subject to the Prime Landlord's approval as provided in the Prime Lease. Any



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alterations, improvements or installations consented to by Sublandlord shall be
made by Subtenant's contractors approved by Sublandlord, at the sole cost and
expense of Subtenant. Subtenant shall carry or cause its contractors to carry
(i) worker's compensation insurance in statutory limits covering all persons
employed in connection with such Alterations, and (ii) general commercial
liability insurance covering any occurrence in or about the Subleased Premises
in connection with such Alterations, which comply with the requirements of
Paragraph 15. Subtenant shall indemnify Sublandlord against liability for any
and all mechanics' and other liens filed in connection with the Alterations.

         12. REPAIRS AND MAINTENANCE

         Except as otherwise provided in this Sublease, any repair and
maintenance obligations with respect to the Subleased Premises which are the
responsibility of the Sublandlord, as tenant under the Prime Lease, shall be
performed by Subtenant at Subtenant's sole cost and expense. Subtenant agrees
that it will notify Sublandlord promptly of the need for any repair to the
Subleased Premises, even if Sublandlord is not responsible for any such repair.
Notwithstanding anything contained herein to the contrary, in the event that a
condition exists in the Subleased Premises that Prime Landlord is obligated to
repair under the terms of the Prime Lease, Subtenant shall so advise
Sublandlord, and Sublandlord, in turn, shall promptly advise 



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Prime Landlord thereof. Sublandlord shall have no liability to Subtenant for
Prime Landlord's failure to make any such repair, provided, however, Sublandlord
shall make good faith efforts to encourage Prime Landlord to fulfills its
obligation under the Prime Lease to perform such repair.

         Subtenant shall defend, indemnify and save harmless the Sublandlord,
affiliates and its partners, against all claims, liabilities, fines, penalties,
damages, costs and expenses (including reasonable attorney's fees and other
costs of litigation) caused by any negligent action or negligent omission of
Subtenant, or any failure on the part of Subtenant to perform its obligations
under this Section 12.

         13. UTILITIES AND SERVICES

         Subtenant shall be entitled to all those services and utilities which
Prime Landlord is required to provide under the terms of the Prime Lease.
Subtenant shall look solely to the Prime Landlord for the provision of such
services and utilities, and Sublandlord shall not be responsible for Prime
Landlord's failure to provide the same nor shall any such failure constitute an
abrogation of any other terms or conditions of this Sublease. In addition to
Subtenant's obligation to pay its Proportionate Share of the cost of such
utilities and services, to the extent that Prime Landlord charges Sublandlord
for any services or utilities or increases the cost of such services or
utilities and such charge or increase is due to Subtenant's use of the Subleased
Premises or such utilities or services, Subtenant 



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agrees to pay the charges therefore promptly upon receipt of Sublandlord's bill.

         14. ASSIGNMENT AND SUBLEASING

         Subtenant shall not have the right to assign this Sublease or sublet
the Subleased Premises, in whole or in part, without the prior written consent
of Sublandlord and the Prime Landlord. In the event that the assignment or
sublet of the Subleased Premises by Subtenant result in a profit, after related
costs of subletting have been deducted, and unless otherwise claimed by Prime
Landlord, such profits shall be split 50/50 between Sublandlord and Subtenant.

         Subtenant shall have the right of first offer to sublease additional
space that may become available in the Building by the Sublandlord under the
same terms and conditions contained herein. Subtenant shall have fifteen (15)
business days from receipt of written notice from Sublandlord to respond in
writing of its intentions to sublease the additional space. In the event
Sublandlord does not receive notice from Subtenant within said fifteen (15) days
Sublandlord shall have the right to sublease to a third party.

         15. INSURANCE

         Subtenant agrees to comply with all of the insurance requirements and
obligations of Sublandlord as set forth in the Prime Lease and to name both
Sublandlord and Prime Landlord as additional insureds on any required insurance
policies.



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         16. NON-BINDING MEDIATION

         a. If a dispute arises out of or relates to this Sublease, or its
breach, and the parties have not been successful in resolving such dispute
through negotiation, the parties agree to attempt to resolve the dispute through
non-binding mediation by submitting the dispute to a sole mediator selected by
the parties or, at the option of a party, to mediation by the American
Arbitration Association ("AAA"). If such dispute is not resolved by such
non-binding mediation, the parties shall have the right to resort to any
remedies permitted by law. All defenses based on passage of time shall be tolled
during the mediation.

         b. The direct expenses of the mediation, including the compensation and
expenses of the mediator and the fees of the AAA, shall be borne equally by the
parties. All other costs incurred by the parties to this Sublease, including the
parties' legal expenses and their witnesses' expenses, shall be borne by the
party incurring the expense. The parties, their representatives, other
participants and the mediator shall hold the existence, content and result of
the mediation in confidence.

         17. COMPLIANCE WITH LAWS

         In addition to any obligations under the Prime Lease, Subtenant shall
promptly comply with all statutes, ordinances, rules, orders, regulations and
requirements of the Federal, State and municipal Governments and of any and all
their Departments and Bureaus applicable to the use and occupancy of the
Subleased Premises by Subtenant or any subtenant or assignee of Subtenant, for
the prevention and abatement of nuisances, violation or other 



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grievances, in, upon or connected with the Subleased Premises to the extent
caused by Subtenant during the Term or any renewal thereof, including without
limitation all laws relating to environmental matters and the Americans with
Disabilities Act to the extent such ADA requirements arise out of or relate to
any new improvements made to the Subleased Premises by Subtenant and Subtenant's
use and occupancy of the Subleased Premises, and shall also promptly comply
with, and execute all rules, orders and regulations of the Board of Fire
Underwriters for the prevention of fires (collectively referred to as "Legal
Requirements") at its own cost and expense.

         If Subtenant shall fail or neglect to comply with the aforesaid Legal
Requirements, or if Subtenant shall fail or neglect to make any repairs required
by the terms of this Sublease, during its use and occupancy of the Subleased
Premises, and if such breach continues for a period of thirty (30) days after
written notice from Prime Landlord or Sublandlord regarding same, or, if the
breach cannot be cured within thirty (30) days, if Subtenant has not begun to
cure the breach within such period and does not thereafter diligently prosecute
the cure to completion, then Sublandlord or its agents may (but shall not be
obligated to) enter the Subleased Premises and take such actions as necessary to
cure the breach and comply with any and all of the said Legal Requirements, at
the cost and expense of Subtenant; and, in case of Subtenant's failure to pay
therefor, the said cost and expense shall be added to the next month's Rent and
be due and payable as such.



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         Subtenant shall defend, indemnify and save harmless the Sublandlord,
affiliates and its partners, against all claims, liabilities, fines, penalties,
damages, costs and expenses (including reasonable attorney's fees and other
costs of litigation) caused by any action or omission of Subtenant, or any
failure on the part of Subtenant to perform its obligations under this Section
17.

         Sublandlord represents and warrants that it has delivered all documents
in its possession relating to non-compliance or alleged non-compliance with
Legal Requirements to Subtenant.

         18. LIMITATIONS ON SUBLANDLORD'S LIABILITY

         a. Subtenant acknowledges that Sublandlord has made no representations
or warranties with respect to the environmental condition or compliance with
Legal Requirements of the Building or the Subleased Premises except as provided
in this Sublease and Subtenant accepts the Subleased Premises in AS IS
condition.

         b. If Sublandlord assigns its leasehold estate in the Building,
Sublandlord shall have no obligation to Subtenant that arises after that
assignment. Subtenant shall then recognize Sublandlord's assignee as Sublandlord
of this Sublease.

         c. Sublandlord shall not be required to perform any of the covenants
and obligations of the Prime Landlord under the Prime Lease, and insofar as any
of the obligations of the Sublandlord hereunder are required to be performed
under the Prime Lease by the Prime Landlord thereunder, Subtenant shall rely on
and look solely to the Prime Landlord for the performance thereof, provided,
however, Sublandlord shall make good faith efforts to 



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encourage Prime Landlord to fulfills its covenants and obligations under the
Prime Lease. If the Prime Landlord shall default in the performance of any of
its obligations under the Prime Lease or breach any provision of the Prime Lease
pertaining to the Subleased Premises, Subtenant shall have the right, at
Subtenant's expense and upon prior notice to Sublandlord, and in the name of
Sublandlord to make any demand or institute any action or proceeding, in
accordance with and not contrary to any provision of the Prime Lease, against
the Prime Landlord under the Prime Lease for the enforcement of the Prime
Landlord's obligations thereunder. Subtenant shall defend, indemnify and hold
Sublandlord harmless from and against any suit, action, cost, expense, damage or
liability which arises out of or results from or is alleged to arise out of or
result from Subtenant's exercise of its rights under this paragraph.

         19. ESTOPPEL CERTIFICATES

         Either party hereto (the requested party) agrees that from time to time
upon not less than fifteen (15) days prior notice by the other party (requesting
party), the requested party or its duly authorized representative having
knowledge of the following facts will deliver to the requesting party, or to
such person or persons as the requesting party may designate, a statement in
writing certifying (a) that this Sublease is unmodified and in full force and
effect (or if there have been modifications, that the Sublease as modified is in
full force and effect); (b) the date to which the Rent and other charges have
been paid; (c) that to the best of the requested party's knowledge, the
requesting 



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party is not in default under any provision of this Sublease or if in default,
the nature thereof in detail.

         20. SUBORDINATION

         This Sublease shall be subject and subordinate to the Prime Lease, any
ground lease and to any mortgage or deed of trust thereon or on the fee simple
interest in the Building or the land on which the Building is located.

         21. CASUALTY AND CONDEMNATION

         If the Prime Lease is terminated with respect to the Subleased Premises
pursuant to the provisions of the Prime Lease upon the occurrence of a casualty
or condemnation, this Sublease shall automatically terminate at the same time
and Subtenant shall have no claim against Sublandlord or Prime Landlord for the
loss of its subleasehold interest or any of Subtenant's property. If the Prime
Lease is not terminated with respect to the Subleased Premises upon the
occurrence of a casualty or condemnation, the provisions of the Prime Lease with
respect to casualty or condemnation shall apply to this Sublease and the
Subleased Premises.

         22. CONSENT OR APPROVAL OF PRIME LANDLORD

         If the consent or approval of Prime Landlord is required under the
Prime Lease with respect to any matter relating to the Subleased Premises,
Subtenant shall be required first to obtain the consent or approval of
Sublandlord with respect thereto and, if Sublandlord grants such consent or
approval, Sublandlord or Subtenant may forward a request for consent or approval
to the Prime Landlord, but Sublandlord shall not be responsible for 



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obtaining such consent or approval. Sublandlord shall have no liability to
Subtenant for the failure of Prime Landlord to give its consent.

         23. NOTICES

         All notices given pursuant to the provisions of this Sublease shall be
in writing, addressed to the party to whom notice is given and sent registered
or certified mail, return receipt requested, in a postpaid envelope or by
nationally recognized overnight delivery service as follows:

                           To Subtenant:
                           SMART Modular Technologies, Inc.
                           4305 Cushing Parkway
                           Fremont, CA  94538
                           Attn:  General Counsel

                           To Sublandlord:
                           Philips Consumer Communications, L.P.
                           535 Mountain Avenue
                           P.O. Box 1
                           Murray Hill, NJ  07974-0001
                           Attention: Loranza Rooker, Global Facilities Director
                           Attention: General Counsel

         It is understood and agreed that unless specifically modified by this
Sublease, Sublandlord shall be entitled to the length of notice required to be
given Prime Landlord under the Prime Lease plus five (5) days and shall be
entitled to give Subtenant the amount of notice required to be given tenant
under the Prime Lease less five (5) days. All notices shall be deemed given upon
receipt or rejection.



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         Either party by notice to the other may change or add persons and
places where notices are to be sent or delivered. In no event shall notice have
to be sent on behalf of either party to more than three (3) persons.

         24. BROKERS

         The parties warrant that they have had no dealings with any real estate
broker or agent in connection with this Sublease, except Colliers Parrish
International, Inc. (the "Broker(s)"). Each party covenants to pay, hold
harmless and indemnify the other from and against any and all costs, expenses or
liabilities for any compensation, commissions and charges claimed by any other
broker or agent with respect to this Sublease or the negotiation thereof, based
upon alleged dealings with the indemnifying party. Sublandlord agrees to pay any
compensation, commissions and charges of the Broker(s) related to or arising out
of this Sublease, in accordance with separate agreement(s) entered into between
Sublandlord and Broker(s).

         If Subtenant subleases additional space from Sublandlord under Section
14 above, then Sublandlord agrees to pay any and all compensation, commissions
and charges of the Broker(s) related to or arising out of such sublease of
additional space.

         25. SUBLANDLORD'S AND SUBTENANT'S POWER TO EXECUTE

         Sublandlord (subject to Prime Landlord's consent) and Subtenant
covenant, warrant and represent that they have full power and proper authority
to execute this Sublease.



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         26. TABLE OF CONTENTS - CAPTIONS

         The Table of Contents and the captions appearing in this Sublease are
inserted only as a matter of convenience and do not define, limit, construe or
describe the scope or intent of the sections of this Sublease nor in any way
affect this Sublease.

         27. CONSENT TO SUBLEASE BY PRIME LANDLORD

         This Sublease shall not become operative until and unless the Prime
Landlord has given to Sublandlord its consent hereto. Sublandlord shall not be
responsible for Prime Landlord's failure to consent to this Sublease. Should
Prime Landlord not consent to this Sublease, each party shall be released from
all obligations with respect hereto and neither party shall have any further
rights in law or in equity with respect to this Sublease.

         28. SIGNAGE

         Sublandlord shall remove appropriate signage at its sole cost and
expense. Subtenant shall obtain all necessary approvals for any signage and
install same at its sole cost and expense.

         29. ENTIRE AGREEMENT

         This Sublease (which includes each of the Exhibits attached hereto)
contains the entire agreement between the parties with respect to the subject
matter hereof and all prior negotiations and agreements are merged into this
Sublease. This Sublease may not be changed, modified, terminated or discharged,
in whole or in part, nor any of its provisions waived except by a written
instrument which (a) shall expressly refer to this Sublease and 



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(b) shall be executed by the party against whom enforcement of the change,
modification, termination, discharge or waiver shall be sought.

         IN WITNESS WHEREOF, the parties hereto have caused this Sublease to be
properly executed as of the day and year first above written.


ATTEST/WITNESS:                        SUBLANDLORD

                                       By: /s/  L. Rooker                 (SEAL)
---------------------------                -------------------------------

                                       L. Rooker, Global Facilities Dir.
---------------------------            -----------------------------------------
Name and Title                         Name and Title


ATTEST/WITNESS:                        SUBTENANT

                                       By:  /s/  Ajay Shah                (SEAL)
---------------------------               --------------------------------
                                       Ajay Shah, President and CEO
---------------------------            -----------------------------------------
Name and Title                         Name and Title



         Prime Landlord executes this Sublease solely as evidence of its consent
to the Sublease. Prime Landlord's consent to this Sublease shall not in any way
be deemed a modification of the Prime Lease. Prime Landlord's consent to this
Sublease shall not relieve Sublandlord of the obligation to obtain Prime
Landlord's consent to any further subleasing.


ATTEST/WITNESS:                        PRIME LANDLORD

                                       By:
----------------------------               -------------------------------------

----------------------------               -------------------------------------
      Name and Title                                  Name and Title



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