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                    AMENDMENT No. 6 TO LEASE AGREEMENT



  This Amendment No. 6 to Lease Agreement (the "Sixth Amendment") is made
  and entered into as of September 2, 1997 by and between APT-IND/APTS
  REALTY, INC., a Delaware corporation, successor in interest to San
  Bernardino County Employees Retirement Association ("Landlord"), and 
  C-Cube Microsystems Inc., a Delaware corporation ("Tenant"), with
  reference to the following facts:


                                 RECITALS

   A. WHEREAS, San Bernardino County Employees Retirement Association ("San
      Bernardino County"), Landlord's predecessor-in-interest, and Tenant
      have entered into that certain Lease Agreement dated as of an
      unspecified date in August, 1991, and that certain Lease Amendment
      dated October 19, 1992, and that certain Amendment No. 2 to Lease
      dated January 8, 1993, and that certain Amendment No. 3 to Lease
      dated June 15, 1993, and that certain Amendment No. 4 to Lease dated
      December 9, 1993, and that certain Amendment No. 5 to Lease dated
      July 21, 1994 (collectively the "Lease"), for the premises consisting
      or 48,384 rentable square feet located at 580 Cottonwood, Milpitas,
      California ("Oak Creek I") and 32,832 rentable square feet located at
      1778 McCarthy Boulevard ("Oak Creek II"), Milpitas, California (the
      "Premises") as such Premises are more fully described in the Lease.

   B. WHEREAS, San Bernardino County has assigned its interest in the Lease
      to Landlord.

   C. WHEREAS, the Lease provided for two (2) consecutive options to extend
      the Term of the Lease (the "First Option to Extend" and the "Second
      Option To Extend") for a period of two (2) years each (the "First
      Extension Period" and the "Second Extension Period"). The Lease also
      provided for a specified monthly Base Rent for the First Extension
      Period and the Second Extension Period.

   D. WHEREAS, Tenant has exercised its First Option To Extend the Lease in
      accordance with Section 5 of Addendum No. 1 to the Lease, and Section
      10 of the Lease Amendment to the Lease.

   E. WHEREAS, Landlord and Tenant have agreed to extend the Term of the
      Lease accordingly, subject to the terms and conditions set forth in
      this Sixth Amendment.

  NOW, THEREFORE, in consideration of the mutual promises and covenants
  contained herein, and other good and valuable consideration. the receipt
  and sufficiency of which are hereby acknowledged, the parties agree as
  follows:


      1. Recitals:  Landlord and Tenant hereby agree that the herein above
         recitals are true and correct.

      2. Definitions:  Unless defined otherwise in this Sixth Amendment,
         all definitions used in this Sixth Amendment, shall have the same
         meaning and definition as given them in the Lease.

      3. Term:  The Term of the Lease shall be extended from December 31, 1997
         to December 31, 1999 (the "Extended Term").
      
      4. Base Rent:  The monthly Base Rent payable by Tenant shall be set forth
         below commencing on January 1, 1998:

          Monthly Periods      Monthly Rate/NNN  Monthly Base Rent
          01/1/98-12/31/99           $0.65          $52,790.40

      5. Tenant has hereby exercised its First Option to Extend, and Tenant
         shall have only one further option to extend the Lease. Such
         option is referred to herein as the Second Option to Extend.

      6. 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 Sixth Amendment, the
         terms and conditions of this Sixth Amendment shall prevail.

      7. Authority:  Subject to the provisions of the Lease, this Sixth
         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 person signing below on such party's behalf is
         authorized to do so and to bind such party to the terms of this
         Sixth Amendment.
      
      8. The terms and provisions of the Lease are hereby incorporated in
         this Sixth Amendment.


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


   LANDLORD:
   
   APT-IND/APTS REALTY, INC.,
   a Delaware corporation
   
   By:  /s/ Gene Reilly
       ------------------
       Gene Reilly
       Vice President
   
   Date:     9/29/97
       ------------------
   
   
   TENANT:
   
   C-Cube Microsystems, Inc.,
   a Delaware corporation
   
   By:     /s/ Mark Allen
        ---------------------
   Printed Name:  Mark Allen
                -------------
   Title:      VP Operations
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   Date:             9/10/97
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