exv10w8






Exhibit 10.8




First
Amendment to Lease Agreement

Change of Commencement Date



This First Amendment to Lease Agreement (the “Amendment”) is made
and entered into to be effective as of February 16, 2000, by and
between WIX/NSJ REAL ESTATE LIMITED PARTNERSHIP, a Delaware limited
partnership (“Landlord”), and FOUNDRY NETWORKS, INC., a California
corporation (“Tenant”), with reference to the following facts:




Recitals



A. Landlord and Tenant have entered into that certain Lease Agreement
dated September 28, 1999 (the “Lease”),
for the leasing of certain premises containing approximately 70,755
rentable square feet of space located at 2100 Gold
Street, San Jose, California (the “Premises”) as such Premises are more
fully described in the Lease.



B. Landlord and Tenant wish to amend the Commencement Date of the Lease.



NOW, THEREFORE, In consideration of the foregoing and for other good
and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, Landlord and Tenant hereby agree as follows:





	 	1.	 	Recitals: Landlord and Tenant agree that the above recitals are true
and correct.
	 
	 	2.	 	The Commencement Date of the Lease shall be February 1, 2000.
	 
	 	3.	 	The last day of the Term of the Lease (the “Expiration Date”) shall be January
31, 2006.
	 
	 	4.	 	The dates on which the Base Rent will be adjusted are:






Effective May 1, 2000, the Base Rent shall Increase to
$71,000.00 per month ($1.003 per rentable sf)

Effective August
1, 2000, the Base Rent shall Increase to $127,359.00 per month
($1.80 per rentable sf) 

Effective February 1, 2001, the Base
Rent shall Increase to $131,816.57 per month ($1.863 per
rentable sf) 

Effective February 1, 2002, the Base Rent shall
Increase to $136,430.14 per month ($1.928 per rentable sf)

Effective February 1, 2003, the Base Rent shall Increase to
$141,205.20 per month ($1.996 per rentable sf)

Effective
February 1, 2004, the Base Rent shall Increase to $146,147.38
per month ($2.065 per rentable sf)

Effective February 1, 2005,
the Base Rent shall Increase to $151,274.19 per month ($2.138
per rentable sf)



     5. Effect of Amendment: Except as modified herein, the
terms and conditions of the Lease shall remain
unmodified and continue in full force and effect. In the event of
any conflict between the terms and conditions of the
Lease and this Amendment, the terms and conditions of this Amendment
shall prevail.



     6. Definitions: Unless otherwise defined in this. Amendment,
all terms not defined in this Amendment shall
have the meaning set forth in the Lease.



     7. Authority: Subject to the provisions of the Lease, this
Amendment shall be binding upon and Inure to
the benefit of the parties hereto, their respective heirs, legal
representatives, successors and assigns. Each party hereto
and the persons signing below warrant that the person signing below
on such party’s behalf is authorized to do so and to
bind such party to the terms of this Amendment.



     8. The terms and provisions of the Lease are hereby Incorporated in this
Amendment.


IN WITNESS WHEREOF, the parties have executed this Amendment as
of the date and year first above written




Tenant:




FOUNDRY NETWORKS, INC.,

a California corporation




	 	 	 	 	 
	By:

	 	/s/ Timothy D. Heffner
 

	 	 
	Its:

	 	CFO
 

	 	 
	Date:

	 	8/31/00
 

	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	Its:
	 	 	 	 
	 

	 	 

	 	 
	Date:
	 	 	 	 
	 

	 	 

	 	 






Landlord:



WIX/NSJ REAL ESTATE LIMITED PARTNERSHIP,

a Delaware limited partnership




	 	 	 	 	 	 	 
	By:	 	LEGACY PARTNERS
COMMERCIAL, INC.,
	 	 	as manager and agent for WIX/NSJ Real Estate Limited Partnership
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Debra Smith	 	 
	 

	 	 	 	 

Senior Vice President
	 	 
	 
	 	 	 	 	 	 
	Date:

	 	9/12/00