Exhibit
10.11  SUBLEASE AGREEMENT This Sublease dated as of July 18, 2002 is made
between the Sublandlord and Subtenant listed in Article I below. ARTICLE I:Defined
Terms; Background 1.Each reference in this Sublease to the
capitalized terms set forth below shall have the meanings given to them in this
Article I. Sublandlord:
  
  Nortel Networks Inc., a Delaware corporation.Sublandlords Address for Payment of Rent:
  
  2370 Performance Drive
  M.S. 087/05/A30
  Richardson, Texas 75082Sublandlords Notice Address:
  
  Nortel Networks Inc.
  2370 Performance Drive
  M.S. 087/05/A30
  Richardson, TX 
  75082-4333
  Attn:  Real
  Estate Dept.With a copy to:Nortel Networks Inc.
  200 Athens Way
  Nashville, Tennessee  37228-1803
  Attn:  Law
  DepartmentSubtenant:
  
  Tripath Technology, Inc.Subtenants Notice Address:
  
  Tripath Technology, Inc.
  3900 Freedom Circle
  Santa Clara CA 
  95054Master Lease:
  
  The Lease between Master Landlord and Clarify Inc.,
  predecessor in interest to Sublandlord effective as of June 23, 1998, as
  amended by that First Amendment to Lease dated July 14, 1999, and that Second
  Amendment to Lease dated October 2, 2000 and as amended, renewed and/or
  extended from time to time for the Master Leased Premises as hereinafter
  defined and attached hereto as Exhibit A.   1 
   Master Landlord:
  
  CarrAmerica Realty Corporation, a Maryland
  corporation.Master Leased Premises:
  
  The premises located at 2590 (Building A), 2580
  (Building B), 2570 (Building C), and 2560 (Building D), Orchard
  Parkway, San Jose, California, consisting of four buildings, each consisting
  of approximately 64,512 rentable square feet (rsf), for a total of
  approximately 258,048 rentable square feet of space, all as more fully set
  out in the Lease (the Premises). 
  The former address of the Master Leased Premises, as referenced in the
  Master Lease, was 100, 102, 104, 106 West Trimble Road, San Jose, California.Subleased Premises:
  
  Building D, located at 2560 Orchard Parkway, San
  Jose, CA, containing approximately 64,512 rsf (Subleased Premises) and as
  shown on Exhibit B attached hereto and incorporated herein by reference.Sublease Commencement Date:
  
  September 1, 2002Early Access:
  
  Subtenant shall be granted access to the Subleased
  Premises on upon full execution of Sublease and written consent of Master
  Landlord for the sole purpose of installing Tenant Improvements, cabling and
  communications, and fixtures, furniture and equipment on the same terms and
  conditions of the Sublease except for payment of Base Monthly Rent and except
  Operating Costs and Taxes until September 1, 2002, for which Subtenant shall
  become responsible on September 1, 2002.Sublease Term:
  
  The Sublease Term shall commence on the Sublease
  Commencement Date for the Subleased Premises and shall terminate on March 31,
  2007, for a total term of 4 years and 4 months.Base Rent
  
  9/01/02-6/30/03
  $07/01/03-6/30/04
  $0.65 prsf per month or $41,932.807/01/04-6/30/05
  $1.25 prsf per month or $80,640.007/01/05-6/30/06
  $1.30 prsf per month or $83,865.60  2 
   7/01/06-3/31/07
  $1.35 prsf per month or $87,091.20Pro Rata Share:
  
  25% of the Master Leased Premises.Security Deposit Amount:
  
  $161,280Permitted Uses:
  
  Office, research, development, storage, disk
  duplication, light assembly, and distribution of software products and
  related lawful uses.Excluded Sections of the Master Lease:
  
  Schedule subsections 1-5 and 7-12, 14, Sections 1A,
  1B, 1C, 2A(1) & (4), 2A(5), 2D(4), 3, 9B, 16, 17A sentences 4 and 5, 17B,
  17C, 18, 21, 23, 24, 26, 31, 32, Exhibits B, C and D.Parking Spaces Available to Subtenant:
  
  Subtenants Pro Rata Share of the Parking Stalls
  available under the Master Lease.Brokers:
  
  Fischer & Company and Cornish & Carey
  Commercial.  2.Sublandlord is the tenant under the
Master Lease.  Sublandlord and Subtenant
wish to enter into a sublease of the Subleased Premises on the terms and
conditions set forth herein.  ARTICLE II:Agreements NOW, THEREFORE, the parties agree as follows: 1.SUBLEASED PREMISES Sublandlord hereby
subleases to Subtenant, on the terms and conditions set forth in this Sublease,
the Subleased Premises.  Sublandlord
shall deliver the Subleased Premises to Subtenant on the Sublease Commencement
Date in broom clean condition but otherwise in such AS IS, WHERE IS condition
as exists as of the date of this Sublease, free of all occupants other than
Subtenant.  Subtenant acknowledges that
Sublandlord has made no representations or warranties concerning the Subleased
Premises or the Building or their fitness for Subtenants purposes, except as
expressly set forth in this Sublease. 
The taking of possession of the Subleased Premises shall be deemed
Subtenants acknowledgement that the same have been delivered in the condition
required hereunder.  3 
   2.SUBLEASE TERM The term of this Sublease
shall commence on the Commencement Date and continue for the Sublease Term
unless terminated prior to such date pursuant to the terms hereof or pursuant
to law. 3.RENT Subtenant shall pay to
Sublandlord the Base Rent (pro rated in the case of any partial calendar month
at the beginning or end of the Term, based upon the actual number of days in
the month), without deduction, offset, notice, or demand, at Sublandlords
Address for Payment of Rent, or at such other place as Sublandlord shall
designate from time to time by notice to Subtenant. Base Rent shall be paid for
each calendar month occurring during the term in advance five days prior to the
first day of the calendar month to which such Base Monthly Rent is
attributable.  If the Commencement Date
occurs on a date other than the first day of a calendar month, Subtenant shall
pay to Sublandlord no later than the Commencement Date a pro rata portion of
Base Rent. All charges, costs,
expenses and sums required to be paid or borne by Subtenant under this Sublease
in addition to Base Rent shall be deemed Additional Rent, and Base Rent and
Additional Rent shall hereinafter collectively be referred to as Rent.  Subtenants covenant to pay Rent shall be
independent of every other covenant in this Sublease. The Base Rent for July
2003 shall be due and payable upon execution of this Sublease. 4.OPERATING EXPENSES In addition to Base Rent,
Subtenant shall pay to Sublandlord the Pro Rata share of all Operating Expenses
and Taxes (as those terms are defined in the Master Lease), and all other
additional rent and other charges, however described, payable under the Master
Lease by Sublandlord, as tenant under the Master Lease, with respect to the
Subleased Premises or Subtenants use and occupancy thereof .  Subtenant shall pay such amount within
fifteen (15) days of receipt of an invoice therefore from Sublandlord.
Sublandlord shall provide Subtenant with copies of Master Landlords statement
as to Operating Costs and Taxes. With respect to any portion of the Sublease
Term not ending on the last day of a calendar year or fiscal year, the amount
of the Operating Costs and/or the Taxes payable to Subtenant shall be pro rated
based on a 365 day year.  Upon written
request of Sublandlord, Subtenant shall make monthly payments equal to the Pro
Rata share of one-twelfth of Master Landlords estimate of the Operating Costs
and Taxes which will be payable for the current year.  Such payments shall be made monthly in advance together with the
payments of the Base Rent due hereunder. 
Any surplus shall be promptly refunded to Subtenant and any deficiency
shall be  4 
   promptly paid by
Subtenant to Sublandlord once actual Operating Costs and Taxes for the
applicable period are finally determined. Subtenant responsibility
for Operating Costs and Taxes shall commence on September 1, 2002.  5 
   5.INSURANCE/WAIVER OF CLAIMS AND
SUBROGATION (a)During the Sublease Term, Subtenant shall
maintain insurance of such types, in such policies, with such endorsements and
coverages, in such amounts as are set forth in the Master Lease.  All insurance policies shall name Master
Landlord, Master Landlords managing agent, Sublandlord and Sublandlords
managing agent as additional insured and loss payees and shall contain an
endorsement that such policies may not be modified or canceled without 30 days
prior written notice to Master Landlord and Sublandlord.  Subtenant shall promptly pay all insurance
premiums and shall provide Sublandlord with policies or certificates that are
acceptable to Sublandlord and Master Landlord evidencing such insurance upon
Subtenants execution of this Sublease. (b)In the event Subtenant sustains a loss by
reason of fire or other casualty which is covered by its property insurance
policy (or would have been covered had Subtenant carried the insurance required
hereunder), and regardless of whether such fire or other casualty is caused in
whole or in part by the acts or omissions of Sublandlord or Master Landlord or
their agents, servants, employees or invitees, then Subtenant agrees to look
first to the coverage provided by its insurance proceeds, and Subtenant shall
have no right of action against Sublandlord, Master Landlord, or their agents,
servants, employees or invitees, and no third party shall have any right by way
of assignment, subrogation or otherwise against the party causing such loss;
provided, however the foregoing release of claims shall only apply to the
extent of insurance proceeds actually collected by such party (unless such
party failed to maintain the coverage required hereunderin which event it shall
be deemed to have recovered the entire policy amount required hereunder).  In the event Sublandlord sustains a loss by
reason of fire or other casualty which is covered by its property insurance
policy and regardless of whether such fire or other casualty is caused in whole
or in part by the acts or omissions of Subtenant or its agents, servants,
employees or invitees, then Sublandlord agrees to look first to the coverage
provided by its insurance proceeds, and it shall have no right of actions
against Subtenant or its agents, servants, employees or invitees, and no third
party shall have any right by way of assignment, subrogation or otherwise
against Subtenant; provided, however the foregoing release of claims shall only
apply to the extent of insurance proceeds actually collected by
Sublandlord.  The parties hereto agree
that each of its policies of property insurance shall include a waiver of
subrogation to effectuate the provisions of this provision. 6.SECURITY DEPOSIT (a)Subtenant shall deliver to Sublandlord
concurrent with Subtenants execution of this Lease, an unconditional, clean,
irrevocable standby letter of credit (the L-C) in the initial amount of the
Security Deposit Amount  6    (the Security
Deposit), which L-C shall be issued by a money-center bank which is acceptable
to Sublandlord, and which L-C may be presented for payment in a U.S. location
acceptable to Sublandlord.  The L-C
shall be in form and content as attached hereto as Exhibit C for a term of not
less than one year.  Subtenant shall pay
all expenses, points and/or fees incurred by Subtenant in obtaining the L/C. (b)The L-C shall be
held by Sublandlord as security for the faithful performance by Subtenant of
all the terms, covenants, and conditions of this Sublease to be kept and
performed by Subtenant during the Sublease Term.  If Subtenant defaults with respect to any provisions of this
Sublease, including, but not limited to, the provisions relating to the payment
of Rent, or if Subtenant fails to renew the L-C at least thirty (30) days
before its expiration, Sublandlord after giving Subtenant the applicable notice
and cure period for such default, may, but shall not be required to, draw upon
all or any portion of the L-C for payment of any Rent or any other sum in
default, or for the payment of any amount that Sublandlord may spend or may become
obligated to spend by reason of Subtenants default, or to compensate
Sublandlord for any other loss, cost or damage that Sublandlord may suffer by
reason of Subtenants default.  The use,
application or retention of the L-C, or any portion thereof by Sublandlord
shall not prevent Sublandlord from exercising any other right or remedy
provided by this Sublease or by law, it being intended that Sublandlord shall
not first be required to proceed against the L-C and shall not operate as a
limitation on any recovery to which Sublandlord may otherwise be entitled.  Any amount of the L-C that is drawn upon by
Sublandlord, but is not used or applied by Sublandlord, shall be held by
Sublandlord and deemed a security deposit (the L-C Security Deposit).  If any portion of the L-C is drawn upon,
Subtenant shall, within five (5) days after written demand therefor, either (i)
deposit cash with Sublandlord (which cash shall be applied by Sublandlord to
the L-C Security Deposit) in an amount sufficient to cause the sum of the L-C
Security Deposit and the amount of the remaining L-C to be equivalent to the
amount of the L-C required under this Lease or (ii) reinstate the L-C to the
amount then required under this Lease, and if any portion of the L-C Security
Deposit is used or applied, Subtenant shall, within two (2) days after written
demand therefor, deposit cash with Sublandlord (which cash shall be applied by
Sublandlord to the L-C Security Deposit) in an amount sufficient to restore the
L-C Security Deposit to the amount required under this Lease, and Subtenants
failure to do so shall be a default under this Sublease.  If Subtenant shall fully and faithfully
perform every provision of this Sublease to be performed by it, the L-C
Security Deposit and/or the L-C, or any balance thereof, shall be returned to
Subtenant within sixty (60) days following the later of the expiration of the
Sublease Term or the vacating of the Subleased Premises by Subtenant.  7 
   7.USE OF PREMISES Subtenant
shall use and occupy the Subleased Premises only for the Permitted Uses, and
only to the extent permitted by the Master Lease and all laws governing or
affecting Subtenants use of the Subleased Premises. 8.ASSIGNMENT AND SUBLETTING Subtenant shall not
assign this Sublease or further sublet all or any part of the Premises without
the prior written consent of Sublandlord and of Master Landlord, which consent
of Sublandlord shall not be unreasonably withheld. The following transactions
shall be deemed assignments of this Sublease requiring such prior written
consents:  (i) any assignment, mortgage,
pledge, hypothecation or other transfer of this Sublease; (ii) any sublease,
concessions, license or occupancy agreement with respect to all or any portion
of the Subleased Premises; (iii) if Subtenant or any of its successors or
assigns is a corporation, any sale, pledge or other transfer of all or a
majority of the capital stock of Subtenant or any such successor or assign
(unless such stock is publicly traded on a recognized security exchange or
over-the-counter market), any merger, consolidation or reorganization of or
into Subtenant or any such successor or assign, and any sale of all or
substantially all of the assets of Subtenant or such successor or assign. Notwithstanding the
foregoing, Sublandlord shall not unreasonably withhold its consent (subject to
obtaining consent from Master Landlord) to assign this Sublease or to sublet
the Subleased Premises (in whole or in part) (i) to any parent or subsidiary
corporation of Subtenant or (ii) to any corporation or other business
organization controlled by or under common control with Subtenant or (iii) to
any corporation or other business organization into which Subtenant may be
converted or with which it may merge or (iv) to any business organization
acquiring all or substantially all of the assets of Subtenant, provided that
the entity to which this Lease is so assigned or which so sublets the Premises
(or portion thereof) has the tangible net worth, financial capability and
liquidity which is the same or better than the Subtenant as of the date of this
Sublease. Any attempt by Subtenant
to assign, sublet or transfer its rights in the Subleased Premises without the
prior written consent of both Sublandlord and Master Landlord shall be void,
and at Sublandlords options, any breach of this Section II.8 shall constitute
a default by Subtenant entitling Sublandlord to exercise all rights and
remedies permitted hereunder without need for any notice and cure period. No
permitted assignment, transfer, encumbrance or subletting shall relieve
Subtenant from Subtenants obligations and agreements hereunder and Subtenant
shall continue to be liable as a principal and not as a guarantor or surety to
the same extent as though no assignment, transfer, encumbrance or subletting
had been made. 9.PROVISION OF SERVICES No services are currently
included in Base Monthly Rent or Operating Expenses except for any provided by
Master Landlord to Sublandlord under the Master  8 
   Lease.  If Sublandlord furnishes the Subleased
Premises or Subtenant with any additional services upon request of Subtenant,
Sublandlord shall charge Subtenant a reasonable charge therefor, and Subtenant
shall pay the additional charge within ten (10) days of billing by Sublandlord. 10.CONDITION OF PREMISES; TRADE FIXTURES Subtenant shall have the
right to furnish and install any trade fixtures that are necessary for the
conduct of its business; provided, however, that at the termination of this
Sublease, Subtenant shall remove such trade fixtures and restore the Sublease
Premises at Subtenants sole cost to the state and condition in which they
existed on the Commencement Date, ordinary wear and tear excepted. If Subtenant
fails to comply with the provisions of this paragraph, Sublandlord may make
such repairs or restoration, and the reasonable cost thereof shall be
additional rent payable by Subtenant on demand.  All trade fixtures shall be and remain the property of Subtenant,
provided that any such trade fixtures remaining on the Premises after the
expiration or termination of the term hereof shall be deemed abandoned by
Subtenant and shall, at Sublandlords option, become the property of
Sublandlord without payment therefor. 11.ALTERATIONS AND IMPROVEMENTS Sublandlord shall have no
obligation to make any alterations or improvements to the Premises for
Subtenants use or occupancy thereof. Notwithstanding any provisions of the
Master Lease to the contrary, Subtenant shall not make any alterations,
additions, improvements or installments in the Subleased Premises without in
each instance obtaining the prior written consent of both Master Landlord and
Sublandlord, which they may grant, withhold or condition in their respective
sole and absolute discretion.  If
Sublandlord and Master Landlord consent to any such alterations, improvements
or installations, Subtenant shall perform and complete such alterations,
improvements and installations at its expense, in compliance with applicable
laws and the Master Lease.  If Subtenant
performs any alterations, improvements or installations without obtaining the
prior written consent of both Master Landlord and Sublandlord, Sublandlord (or
Master Landlord) may remove such alterations, improvements or installations,
restore the Subleased Premises and repair any damage arising from such removal
or restoration, and Subtenant shall be liable for all costs and expenses
incurred in the performance of such removal, repairs or restoration. At
Sublandlords option, all alterations, additions and improvements (except trade
fixtures) shall be and remain the property of Sublandlord upon installation and
shall be surrendered to Sublandlord upon the termination of this Sublease, or
shall be removed by Subtenant and the Premises restored to their condition on
the Commencement Date.  If Sublandlord
requires such removal and restoration and Subtenant fails to comply with such
requirement, Sublandlord may undertake such removal and restoration and
Subtenant shall be liable to Sublandlord for all costs and expenses incurred by
the Sublandlord in connection therewith.  9


12.SUBORDINATION TO MASTER LEASE This
Sublease shall at all times be subject and subordinate to the terms and
provisions of the Master Lease.  Except
for the Excluded Sections of the Master Lease and except as otherwise set forth
in this Sublease, all of the terms and conditions contained in the Master Lease
are hereby incorporated herein by this reference as terms and conditions of
this Sublease, except that references in the Master Lease to the terms listed
in Column A below shall be deemed to be references to the terms set forth in
this Sublease listed in the same row in Column B below: Column A
  
  Column BLease
  
  SubleaseLandlord or Lessor
  
  SublandlordTenant or Lessee
  
  SubtenantTerm
  
  Sublease TermAnnual Fixed Rent,
  Fixed Rent or Base Rent
  
  Base monthly Rent
  (which amount shall be annualized where the context so admits)Premises
  
  Subleased
  PremisesCommencement
  Date
  
  Sublease
  Commencement Date  References
to Landlord or Lessor in Sections 2D(5), 8A, 9E, 10, 11 and 20 of the Master
Lease shall be deemed references to Master Landlord only. Subtenant
shall not cause a default under the Master Lease or permit its employees,
agents, contractors or invitees to cause a default under the Master Lease. Notwithstanding
any other provision of this Sublease, Sublandlord, as sublandlord under this
Sublease, shall have the benefit of all rights, waivers, remedies and
limitations of liability enjoyed by Master Landlord, as the landlord under the
Lease, but (i) Sublandlord shall have no obligation under this Sublease to
perform the obligations of Master Landlord, as landlord under the Master Lease,
including without limitation any obligation to provide services or maintain
insurance; (ii) Sublandlord shall not be bound by any representations or
warranties of the Master Landlord under the Lease; (iii) in any instance
where the consent of Master Landlord is required under the terms of the Lease,
the consent of Sublandlord and Master Landlord shall be required; and
(iv) Sublandlord shall not  10 
   be
liable to Subtenant for any failure or delay in Master Landlords performance
of its obligations, as landlord under the Lease.  Upon request of Subtenant, Sublandlord shall, at Subtenants expense,
use reasonable efforts to cause Master Landlord to perform its obligations
under the Master Lease.  If Subtenant
requests that Sublandlord institute legal action against the Master Landlord,
Sublandlord shall reasonably consider such request in a timely fashion.  If Subtenant requests that Sublandlord
institute legal action against the Master Landlord, then Subtenant shall be
responsible for all costs incurred by Sublandlord in instituting and pursuing
such legal action. Upon
the default by Subtenant in the full and timely payment and performance of its
obligations under the Sublease, Sublandlord may exercise any and all rights and
remedies granted to Master Landlord by the Master Lease with respect to default
by the Tenant or Lessee under the Master Lease. In the event that Subtenant
breaches any of the terms conditions or covenants of this Sublease or of the
Master Lease and fails to remedy such breach within ten (10) days after written
notice, Sublandlord shall have the right, but not the obligation, to cure such
breach and charge Subtenant for the costs incurred thereby, which costs
Subtenant shall pay to Sublandlord upon demand.  Subtenant shall not commit or suffer any act or omission that
will violate any of the provisions of the Master Lease.  If the Master Lease terminates for any
reason, this Sublease shall terminate and the parties shall be relieved of any
further liability or obligation under this Sublease; provided, however, that
Subtenant shall pay to Sublandlord all sums due and accrued under this Sublease
as of the termination date. Notwithstanding
any contrary provision of this Sublease, (i) in any instances where Master
Landlord, as landlord under the Lease, has a certain period of time in which to
notify Sublandlord, as tenant under the Master Lease, whether Master Landlord
will or will not take any particular action, Sublandlord, as landlord under
this Sublease, shall have an additional ten (10) day period after receiving
such notice in which to notify Subtenant, (ii) in any instance where
Sublandlord, as tenant under the Master Lease, has a certain period of time in
which to notify Master Landlord as landlord under the Lease, whether
Sublandlord will or will not take any particular action, Subtenant, as tenant
under this Sublease, must notify Sublandlord, as landlord under this Sublease,
at least five (5) business days before the end of such period, but in no event
shall Subtenant have a period of less than five (5) days in which so to notify
Sublandlord unless the relevant period under the Master Lease is five days or
less, in which case the period under this Sublease shall be two (2) days less
than the period provided to Sublandlord under the Lease, and (iii) in any
instance where a specific grace period is granted to Sublandlord, as tenant
under the Master Lease, before Sublandlord is considered in default under the
Master Lease, Subtenant, as tenant under this Sublease, shall be deemed to have
a grace period which is ten (10) days less than Sublandlord before Subtenant is
considered in default under this Sublease, but in no event shall any grace
period be reduced to less than five days unless the relevant period under the
Master Lease is six (6) days or less, in which case the period under this  11 
   Sublease
shall be two (2) days less than the period provided to Sublandlord under the
Master Lease. In
no event shall Master Landlord, Sublandlord, or Subtenant be liable for any
consequential damages suffered by Subtenant, Master Landlord or Sublandlord in
connection with any breach of this Sublease or otherwise. Notwithstanding the
preceding sentence, Subtenant shall be responsible for all costs, damages,
liabilities, and claims resulting from its holding over in the Subleased
Premises after the expiration or earlier termination of the Master Lease. 13.INDEMNITY Subtenant
shall indemnify, defend and hold harmless Sublandlord from all claims,
liabilities, losses, damages and expenses arising out of (a) a default by
Subtenant in the full and timely payment and performance of its obligations, as
tenant under this Sublease, (b) any accident or injury to property or person in
the Subleased Premises, (c) the negligence and willful misconduct of Subtenant,
its agents, employees, invitees or contractors or (d) a default under the
Master Lease caused by Subtenant, its agents, employees or contractors. 14.HOLDING OVER If
Subtenant remains in possession of the Sublease Premises or any part thereof
after the expiration or other termination of the Term hereof, such occupancy
shall be as a tenancy at sufferance at a rental in the amount of one
seventy-five percent (175%) of the last installment of Base Monthly Rent, and
upon all the other provisions of this Sublease pertaining to the obligations of
Subtenant. Notwithstanding anything to the contrary herein, Subtenant shall be
liable to Sublandlord for all costs, liabilities, losses and expenses incurred
by Sublandlord as a result of Subtenants holding over. 15.FEES In
any case where Subtenant requests permission from Sublandlord to assign,
sublet, make alterations, or receive any other consent or obtain any waiver
from or modification to the terms of this Sublease, Subtenant shall pay to
Sublandlord a reasonable administrative charge which shall not exceed $1,000.00
and Sublandlords actual and reasonable legal fees incurred in reviewing such
request. 16.NOTICES OR DEMANDS All
notices and demands under this Sublease shall be in writing and shall be
effective (except for notices to Master Landlord, which shall be given in
accordance with the provisions of the Master Lease) upon the earlier of (i)
receipt at the Sublandlords Notice Addresses or the Subtenants Notice
Addresses, or the notice address of the Master Landlord set forth in the Master
Lease, as the case may be, by the party being served, or (ii) upon delivery
being refused.  All such notices or
demands shall be sent by United States certified mail, return receipt  12 
   requested,
postage prepaid, or by a nationally recognized overnight delivery service that
provides tracking and proof of receipt. 
Either party may change its address for notices and demands under this
Sublease by ten (10) days notice to the other party. 17.PARKING Subject
to the terms and conditions of the Master Lease, Sublandlord shall provide
Subtenant with the right to use the number of Parking Spaces listed in Article
I hereof as Parking Spaces Available to Subtenant on a non-exclusive basis. 18.MASTER LANDLORDS CONSENT This
Sublease is expressly conditioned upon the receipt of Master Landlords written
consent hereto.  Subtenant agrees to
cooperate with Sublandlord in providing such information as is necessary to
satisfy such condition and to execute all agreements reasonably requested by
Master Landlord in connection therewith. 19.CHOICE OF LAW This
Sublease shall be governed by the laws of the State in which the Subleased
Premises are located. 20.ENTIRE AGREEMENT This
Sublease, together with any exhibits and attachments hereto and the Master
Lease, constitutes the entire agreement between Sublandlord and Subtenant
relative to the Sublease Premises, and this Sublease and the exhibits and
attachments may be altered, amended or revoked only by an instrument in writing
signed by both Sublandlord and Subtenant. 
Sublandlord and Subtenant agree hereby that all prior or contemporaneous
oral discussions, letters or written documents between and among themselves and
their agents and representatives relative to the subleasing of the Subleased
Premises are merged in or revoked by this Sublease. 21.SUCCESSORS AND ASSIGNS This
Sublease shall inure to the benefit of and be binding upon the respective
heirs, administrators, executors, successors and assigns of the parties hereto;
provided, however, that this provision shall not be construed to allow an
assignment or subletting which is otherwise specifically prohibited hereby.  13 
   22.SECTION AND PARAGRAPH HEADINGS The
section and paragraph headings are included only for the convenience of the
parties and are not part of this Sublease and shall not be used to interpret
the meaning of provisions contained herein or the intent of the parties hereto. 23.REPRESENTATIONS AND WARRANTIES; AUTHORITY Sublandlord
and Subtenant each represent and warrant to the other that the individual(s)
executing and delivering this Sublease on its behalf is/are duly authorized to
do so and that this Sublease is binding on Subtenant and Sublandlord in
accordance with its terms. 
Simultaneously with the execution of this Sublease, Subtenant shall
deliver evidence of such authority to Sublandlord in a form reasonably
satisfactory to Sublandlord. Sublandlord
represents and warrants that (i) to Sublandlords actual knowledge, Master
Landlord is not in material default under the Master Lease, nor has any event
occurred which, after any applicable notice and/or the expiration of any grace
period, shall constitute a material default by Master Landlord under the Master
Lease; and (ii) to Sublandlords actual knowledge, Sublandlord is not in
material default under the Master Lease, nor has any event occurred which,
after any applicable notice and/or the expiration of any grace period, shall
constitute a material default by Sublandlord under the Master Lease. Except
as expressly set forth in this Sublease, no representation or warranty has been
given by either party, its agents and representatives, with respect to the
subject matter of this Sublease, and neither party has relied upon any
representations or warranty not expressly set forth herein. 24.BROKERS Sublandlord
and Subtenant each represent and warrant to the other that it has not dealt
with any broker other than the Brokers identified in Article I hereof in
connection with the consummation of this Sublease.  Sublandlord and Subtenant each shall indemnify and hold harmless
the other against any loss, damage, claims or liabilities arising out of the
inaccuracy of its representation or the breach of its warranty set forth in the
previous sentence.  Sublandlord shall be
solely responsible for the payment of the brokerage commission due to the
Brokers pursuant to a separate written agreement. 25.NO OFFER The
submission of this Sublease or some or all of its provisions for examination does
not constitute an option or an offer to enter into this Sublease, it being
understood and agreed that neither Sublandlord or Subtenant shall be legally
bound hereunder unless and until this Sublease has been executed and delivered
by both Sublandlord and Subtenant, and then subject to the conditions hereof,
including Section II 19.  14 
   26.FURNITURE AND EQUIPMENT The
furniture and equipment set forth on Exhibit D attached hereto and incorporated
by referenced herein shall be included as part of the Subleased Premises at no
additional cost to Subtenant (F&E). 
The F&E shall be delivered in as-is/where-is condition.  Subtenant shall be responsible for the
maintenance and repair of the F&E and shall return the F&E at the
expiration of the Sublease Term or the early termination of the Sublease in the
same condition as of the Sublease Commencement Date, normal wear and tear
excluded.   IN
WITNESS WHEREOF, the parties have caused this Sublease to be signed by their
duly authorized representatives to be effective on the date first set out
above. Sublandlord:
  
  Subtenant:NORTEL NETWORKS INC.
  
  TRIPATH
  TECHNOLOGIES, INC.By:
  
  
  By:Print Name:
  
  
  Print Name:Print Title:
  
  
  Print Title:Date:
  
  
  Date:   List of Exhibits Exhibit A - Master Lease Exhibit B - Plan showing
Subleased Premises Exhibit C  Form of
Letter of Credit Exhibit D  Schedule of
Furniture and Equipment  15 
    Master
Landlords Consent  The
undersigned Master Landlord under the Master Lease (as defined in the above
Sublease) hereby consents to such Sublease, on the terms and conditions stated
herein.  Master
Landlord:   By:Print Name:Print Title:Date:  16 
    Exhibit A - Master Lease   17 
    Exhibit B - Plan showing Subleased Premises   18 
    Exhibit C  IRREVOCABLE STANDBY LETTER OF CREDIT   LETTER
  OF CREDIT NO.:
  
  [INSERT
  NUMBER]DATE
  OF ISSUE:
  
  [INSERT
  DATE]APPLICANT:
  
  [INSERT
  APPLICANT NAME AND ADDRESS]BENEFICIARY:
  
  [INSERT
  BENEFICIARY NAME AND ADDRESS]AMOUNT:
  
  [INSERT
  AMOUNT]EXPIRATION DATE
  
  [INSERT DATE]PLACE
  FOR PRESENTATION OF DOCUMENTS:
  
  [INSERT
  LOCAL ADDRESS]  BANK
HEREBY ESTABLISHES AN IRREVOCABLE STANDBY LETTER OF CREDIT IN FAVOR OF THE
BENEFICIARY BY ORDER AND FOR THE ACCOUNT OF THE APPLICANT FOR A SUM OR SUMS NOT
TO EXCEED $_____________ IN THE AGGREGATE.  THIS
CREDIT IS AVAILABLE WITH BANK AGAINST THE PRESENTATION OF DRAFTS DRAWN AT
SIGHT, SIGNED BY THE BENEFICIARY, AND ACCOMPANIED BY THE FOLLOWING DOCUMENTS:  1.THE ORIGINAL OF
THIS STANDBY LETTER OF CREDIT AND ALL AMENDMENT(S), IF ANY.  2.             THE WRITTEN STATEMENT PURPORTEDLY
SIGNED BY THE BENEFICIARY STATING THAT:  BENEFICIARY IS ENTITLED TO DRAW UNDER THIS LETTER OF CREDIT      PURSUANT TO THE TERMS OF THAT CERTAIN
SUBLEASE BETWEEN _________ AND _________ DATED __________ WITH RESPECT TO
PROPERTY LOCATED AT _________.  PARTIAL
DRAWINGS MAY BE MADE UNDER THIS LETTER OF CREDIT.  IT
IS A CONDITION OF THIS STANDBY LETTER OF CREDIT THAT IT SHALL BE DEEMED
AUTOMATICALLY EXTENDED WITHOUT AMENDMENT FOR ONE YEAR PERIODS FROM THE PRESENT
EXPIRATION DATE HEREOF, UNLESS, AT LEAST 30 DAYS PRIOR TO ANY SUCH EXPIRATION
DATE, WE SHALL NOTIFY YOU IN WRITING BY CERTIFIED MAIL OR COURIER SERVICE AT
THE ABOVE LISTED ADDRESS THAT WE ELECT NOT TO CONSIDER THIS IRREVOCABLE LETTER
OF CREDIT RENEWED FOR ANY SUCH ADDITIONAL PERIOD.  UPON RECEIPT BY YOU OF SUCH NOTICE, YOU MAY DRAW HEREUNDER BY
MEANS OF YOUR DRAFT(S) ON US AT SIGHT, SIGNED BY THE BENEFICIARY, ACCOMPANIED
BY A STATEMENT, SIGNED BY THE BENEFICIARY, STATING THAT:   19 
   AS
OF THE DATE OF THIS DRAWING, THE BENEFICIARY HAS NOT RECEIVED A SUBSTITUTE
LETTER OF CREDIT OR OTHER INSTRUMENT ACCEPTABLE TO THE BENEFICIARY AS
SUBSTITUTE FOR BANK LETTER OF CREDIT NO. [INSERT L/C NO.]  NOTWITHSTANDING
THE ABOVE, THE FINAL EXPIRATION DATE SHALL BE NO EARLIER THAN _________, 200___
[SIXTY DAYS AFTER EXPIRATION DATE].  THIS
LETTER OF CREDIT IS TRANSFERABLE.  YOU
MAY TRANSFER THIS LETTER OF CREDIT TO YOUR TRANSFEREE OR SUCCESSOR AT NO COST
TO YOU OR YOUR TRANSFEREE.  APPLICANT
SHALL BE RESPONSIBLE FOR THE PAYMENT OF ANY TRANSFER FEE AND ANY OTHER
REQUIREMENTS RELATIVE TO THE UCP 500 (AS HEREINAFTER DEFINED) AND U.S.
GOVERNMENT REGULATIONS.  IN
THE EVENT THIS LETTER OF CREDIT IS TRANSFERRED, THE TRANSFEREE SHALL BE THE
BENEFICIARY HEREOF AND DRAFTS AND DOCUMENTS PURSUANT HERETO MUST BE EXECUTED BY
A REPRESENTATIVE OF THE TRANSFEREE.  ALL
DRAFTS, ACCOMPANYING DOCUMENTS AND OTHER COMMUNICATIONS REQUIRED OR PERMITTED
UNDER THIS LETTER OF CREDIT MUST BE MARKED: 
DRAWN UNDER BANK LETTER OF CREDIT NO. [INSERT L/C NO.]  ALL
DRAFTS AND ACCOMPANYING DOCUMENTS MAY BE REPRESENTED AT, AND ALL COMMUNICATIONS
WITH RESPECT TO THIS LETTER OF CREDIT SHALL BE IN WRITING AND DELIVERED TO, OUR
OFFICES AT [INSERT ADDRESS OF A BANK LOCATION ACCEPTABLE TO BENEFICIARY].  THIS
LETTER OF CREDIT SETS FORTH IN FULL THE TERMS OF OUR UNDERTAKING, AND SUCH
UNDERTAKING SHALL NOT BE IN ANY WAY MODIFIED, AMENDED OR AMPLIFIED BY REFERENCE
TO ANY DOCUMENT, INSTRUMENT OR AGREEMENT REFERRED TO HEREIN OR IN WHICH THIS
LETTER OF CREDIT IS REFERRED TO OR TO WHICH THIS LETTER OF CREDIT RELATES, AND
ANY SUCH REFERENCE SHALL NOT BE DEEMED TO INCORPORATE HEREIN BY REFERENCE ANY
DOCUMENT, INSTRUMENT OR AGREEMENT.  BANK
SHALL HAVE NO OBLIGATION TO INVESTIGATE THE FACTUAL REPRESENTATIONS CONTAINED
IN A DRAW REQUEST.  WE
HEREBY ENGAGE WITH YOU THAT ALL DRAFTS DRAWN UNDER AND IN COMPLIANCE WITH THE
TERMS OF THIS CREDIT WILL BE DULY HONORED IF DRAWN AND PRESENTED FOR PAYMENT AT
THE OFFICES SPECIFIED ABOVE ON OR BEFORE THE EXPIRATION DATE OF THIS LETTER OF
CREDIT.  EXCEPT
SO FAR AS OTHERWISE EXPRESSLY STATED, THIS CREDIT IS SUBJECT TO THE UNIFORM
CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS (1993 REVISION), INTERNATIONAL
CHAMBER OF COMMERCE PUBLICATION NO. 500 (THE UCP 500).   20 
    Exhibit D  Schedule of Furniture and Equipment   21