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                                                                EXHIBIT 10.16

                              STANDARD FORM LEASE

PARTIES: This Lease, executed in duplicate at Cupertino, California, on April 
     , 1996, by and between Berg & Berg Developers, a California General 
Partnership, and Amati Communications Corporation, a Delaware Corporation, 
hereinafter called respectively Lessor and Lessee, without regard to number 
or gender.

USE: WITNESSETH: That Lessor hereby leases to Lessee, and Lessee hires from 
Lessor, for the purpose of conducting therein office, research and 
development, light manufacturing, and warehouse activities, and any other 
legal activity; and for no other purpose without obtaining the prior written 
consent of Lessor.

PREMISES: The real property with appurtenances as shown on Exhibit A.1 (the 
"Premises") situated in the City of San Jose, County of Santa Clara, State of 
California, and more particularly described as follows:

     Lessee's portion of the Premises is 48,677 square feet of building,
     including all improvements thereto, as shown on Exhibit A.2 including
     the right to use up to 169 unreserved parking spaces as shown on
     Exhibit A.3.  The address for the leased portion of the Premises is
     2043 Samaritan Drive, San Jose, California.  Lessee's pro-rata share
     of the building is 64.2%.

TERM: The term shall be for sixty (60) months and fifteen (15) days unless 
extended pursuant to Section 35 of this Lease (the "Lease Term"), commencing 
on the 15th day of July, 1996 (the "Commencement Date"), and ending on the 
31st day of July, 2001.

RENT: Base rent shall be payable in monthly installments as follows:

                                  Base rent      Estimated CAC        Total
                                  ---------      -------------        -----
     Days 1 through 15            $29,206        $ 7,302              $36,508
     Months 1 through 12          $58,412        $14,603*             $73,015


Monthly base rent to increase by 3% on the annual anniversary of the 
Commencement Date each year during the Lease Term over the prior year's rent. 
CAC charges to be adjusted per Common Area Charges Section below.

Base rent as scheduled above shall be payable in advance on or before the 
first day of each calendar month during the Lease Term.  The term "Rent," as 
used herein, shall be deemed to be and to mean the base monthly rent and all 
other sums required to be paid by Lessee pursuant to the terms of this Lease. 
 Rent shall be paid in lawful money of the United States of America, without 
offset or deduction, and shall be paid to Lessor at such place or places as 
may be designated from time to time by Lessor.  Rent for any period less than 
a calendar month shall be a pro rata portion of the monthly installment.  
Upon execution of this Lease, Lessee shall deposit with Lessor the first 
month's rent.

COMMON AREA CHARGES: Lessee shall pay to Lessor, as additional Rent, an 
amount equal to 20.64% of the total common area charges of the Project and  
64.2% of the total common area charges for the Premises as defined below (the 
common area charges for the Project and the common area charges for the 
Premises collectively referred to herein as ("CAC")).  Lessee shall pay to 
Lessor as Rent, on or before the first day of each calendar month during the 
Lease Term, subject to adjustment and reconciliation as provided hereinbelow, 
the sum of Fourteen Thousand Six Hundred Three Dollars ($14,603), said sum 
representing Lessee's estimated monthly payment of Lessee's percentage share 
of CAC.  It is understood and agreed that Lessee's obligation under this 
paragraph shall be prorated to reflect the Commencement Date and the end of 
the Lease Term.  Upon execution of this Lease, Lessee shall deposit with 
Lessor the first month's estimated CAC.

Lessee's estimated monthly payment of CAC payable by Lessee during the 
calendar year in which the Lease commences is set forth above.  At or prior 
to the commencement of each succeeding calendar year term (or as soon as 
practical thereafter), Lessor shall provide Lessee with Lessee's estimated 
monthly payment for CAC which Lessee shall pay to Lessor as Rent.  Within 120 
days of the end of the calendar year and the end of the Lease Term, Lessor 
shall provide Lessee a statement of actual CAC incurred including capital 
reserves for the preceding year or other applicable period in the case of a 
termination year.  If such statement shows that Lessee has paid less than its 
actual percentage, then Lessee shall on demand pay to Lessor the amount of 
such deficiency.   If such statement shows that Lessee has paid more than its 
actual percentage, then Lessor shall, at its option, promptly refund such 
excess to Lessee or credit the amount thereof to the Rent next becoming due 
from Lessee.  Lessor reserves the right to revise any estimate of CAC if the 
actual or projected CAC show an increase or decrease in excess of 10% from an 
earlier estimate for the same period.  In such event, Lessor shall provide a 
revised estimate to Lessee, together with an


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explanation of the reasons therefor, and Lessee shall revise its monthly 
payments accordingly.  Lessor's and Lessee's obligation with respect to 
adjustments at the end of the Lease Term or earlier expiration of this Lease 
shall survive the Lease Term or earlier expiration.

As used in this Lease, CAC shall include but are not limited to, (i) all 
items as specified in Paragraphs 5(b), 6, 9, 12, 16 and 31; (ii) utility 
costs related to the common areas of the Samaritan Project (the "Project" as 
shown on Exhibit A.3) and utility costs related to Lessee's portion of the 
Premises; (iii) all costs and expenses including but not limited to supplies, 
materials, equipment and tools used or required in connection with the 
operation and maintenance of the Project; (iv) licenses, permits and 
inspection fees;  (v) all other costs incurred by Lessor in maintaining and 
operating the Project; (vi) all reserves for capital replacements; and (vii) 
an amount equal to three percent (3%) of the actual expenditures for the 
aggregate of all CAC, as compensation for Lessor's accounting and processing 
services.  Lessee shall have the right to review the CAC applicable to this 
Lease annually.  

SECURITY DEPOSIT: Lessee shall deposit with Lessor the sum of Seventy Three 
Thousand Fifteen Dollars ($73,015) (the "Security Deposit").  The Security 
Deposit shall be held by Lessor as security for the faithful performance by 
Lessee of all of the terms, covenants, and conditions of this Lease 
applicable to Lessee.  If Lessee commits a default as provided for herein, 
including but not limited to a default with respect to the provisions 
contained herein relating to the condition of the Premises, Lessor may (but 
shall not be required to) use, apply or retain all or any part of the 
Security Deposit for the payment of any amount which Lessor may spend by 
reason of default by Lessee.  If any portion of the Security Deposit is so 
used or applied, Lessee shall, within ten days after written demand therefor, 
deposit cash with Lessor in an amount sufficient to restore the Security 
Deposit to its original amount.  Lessee's failure to do so shall be a default 
by Lessee.  Any attempt by Lessee to transfer or encumber its interest in the 
Security Deposit shall be null and void.  Upon execution of this Lease, 
Lessee shall deposit with Lessor the Security Deposit.

LATE CHARGES: Lessee hereby acknowledges that a late payment made by Lessee 
to Lessor of Rent and other sums due hereunder will cause Lessor to incur 
costs not contemplated by this Lease, the exact amount of which will be 
extremely difficult to ascertain.  Such costs include, but are not limited 
to, processing and accounting charges, and late charges, which may be imposed 
on Lessor according to the terms of any mortgage or trust deed covering the 
Premises. Accordingly, if any installment of Rent or any other sum due from 
Lessee is not received by Lessor or Lessor's designee within ten (10) days 
after such amount is due, Lessee shall pay to Lessor a late charge equal to 
five (5%) percent of such overdue amount.  The parties hereby agree that such 
late charge represents a fair and reasonable estimate of the costs Lessor 
will incur by reason of late payments made by Lessee.  Acceptance of such 
late charges by Lessor shall in no event constitute a waiver of Lessee's 
default with respect to such overdue amount, nor shall it prevent Lessor from 
exercising any of the other rights and remedies granted hereunder.

QUIET ENJOYMENT: Lessor covenants and agrees with Lessee that upon Lessee 
paying Rent and performing its covenants and conditions under this Lease, 
Lessee shall and may peaceably and quietly have, hold and enjoy the Premises 
for the Lease Term, subject, however, to the rights reserved by Lessor 
hereunder.

IT IS FURTHER MUTUALLY AGREED BETWEEN THE PARTIES AS FOLLOWS:
1. POSSESSION: Possession shall be deemed tendered on July 1, 1996.  Rent shall
commence on the Commencement Date.

2. LESSEE'S IMPROVEMENTS:   Lessor and Lessee hereby agree that the following 
terms and conditions represent the parties mutual understanding and agreement 
with respect to Lessee's improvements to the Premises.

    1. Lessee shall pay the first Two Hundred Fifty Thousand Dollars ($250,000)
    for Lessee's tenant improvements to the Premises with no reimbursement by
    Lessor.

     2. Lessor shall reimburse Lessee for the next Two Hundred Fifty Thousand
     Dollars ($250,000) for additional tenant improvements made by Lessee to the
     Premises.


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     3. Lessor shall also pay Lessee for any additional tenant improvements
     necessary in excess of $500,000, up to a maximum of Two Hundred Thousand
     Dollars ($200,000) ("Additional TI Funding"), which amount shall be 
     amortized over the first eighteen (18) months of the Lease Term at 10% 
     interest per annum, and shall be paid by Lessee to Lessor as additional 
     Rent, during the first eighteen months of the Lease Term.  The amortized 
     cost for the Additional TI Funding is not included in the base rent 
     provided for above. The additional Rent to be paid by Lessee to Lessor if 
     Lessee uses the maximum Additional TI Funding of $200,000 shall be Twelve 
     Thousand Eleven Dollars ($12,011) per month.

     4. All of Lessor's reimbursements to Lessee for tenant improvements 
     shall be subject to: (a) Lessee paying the first Two Hundred Fifty 
     Thousand Dollars ($250,000) for tenant improvements to the Premises, (b) 
     Lessee requesting Lessor to pay up to Four Hundred Fifty Thousand 
     Dollars ($450,000) for additional tenant improvements to the Premises, 
     (c) Lessee executing a UCC-1 fixture filing in favor of Lessor or its 
     assigns securing Lessor or its assigns interest in all tenant 
     improvements at the Premises, (d) Lessee providing Lessor with evidence 
     of the costs paid by Lessee for the tenant improvements to the Premises, 
     (e) Lessee providing Lessor with copies of lien releases from all 
     suppliers and contractors applicable to the tenant improvements, and (f) 
     Lessee providing Lessor with a copy of the final inspections from the 
     City of San Jose applicable to the tenant improvements at the Premises.

     5. If at any time after the execution of the Lease, Amati's cash 
     position falls below Five Hundred Thousand Dollars ($500,000), Amati 
     shall immediately reduce the principal amount of the Additional TI 
     Funding by paying to Lessor One Hundred Thousand Dollars ($100,000).  After
     receipt of the One Hundred Thousand Dollars ($100,000), Lessor shall 
     provide Lessee with a recalculation of the required amortization payments 
     applicable to the Additional TI Funding.

     6. Lessee shall be responsible for designing, contracting and completing 
     the tenant improvements at the Premises.  Lessee may use the services of 
     Hallmark Construction; however, in no event will the contractor's 
     failure to complete the tenant improvements on time result in a delay of 
     the Commencement Date or Lessee's obligation to commence paying Rent.

     7. All tenant improvements shall be completed in a good and workmanlike
     manner, in compliance with all government codes, requirements and
     regulations, and with all necessary permits.  Lessee understands and
     acknowledges that the tenant improvements contemplated herein will force
     modifications to the Premises to comply with government codes, requirements
     and regulations and Lessee shall be responsible for these modifications.

     8. Lessor shall review and approve all plans, schedules, and costs for the
     tenant improvements to be made to the Premises and Lessor's approval shall
     not be unreasonably withheld.  If Lessee has not heard back from Lessor
     within five (5) business days, then the plans submitted shall be deemed
     approved.  Time is of the essence.  Lessor's primary concern in reviewing 
     and approving the plans for the tenant improvements is the location of any
     restrooms in addition to the overall layout of the Premises.  Lessor is
     willing to review preliminary single line drawing for layout purposes and 
     Lessor shall provide any comments within two (2) business days.

     9. Lessee and its contractors shall not change or affect the structural
     components or structural characteristics of the Premises without signed
     engineering drawings and specific written approval of Lessor.

     10. Lessee and its contractors shall not change or affect the service of
     HVAC, electrical, plumbing, or other services to Lessor's vacant space or
     to other tenants at the Premises.

     11. Lessee and its general contractor shall provide general liability
     insurance in the amount of not less than Five Million Dollars ($5,000,000)
     naming Lessor as an additional insured prior to starting any work at the
     Premises and prior to taking possession of the Premises.

2.1 ACCEPTANCE OF PREMISES AND COVENANTS TO SURRENDER: . As a material
inducement to the execution and delivery of this Lease by Lessor, Lessee is
leasing the portion of the Premises in an "AS IS" physical condition and in an
"AS IS" state of repair. .Lessor represents that the Premises are in good order
and repair, and comply with all requirements for occupancy as of the date of
lease execution.  Lessee agrees on the last day of the Lease Term, or on the
sooner termination of this Lease, to surrender the Premises to Lessor in Good
Condition and Repair.  Good Condition and Repair ("Good Condition and Repair")


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shall not mean original condition, but shall mean that the Premises are in a 
commercially acceptable condition suitable for occupancy by a reasonable 
lessee. The interior walls of all office and warehouse areas, the floors of 
all office and warehouse areas, all suspended ceilings and any carpeting are 
to be cleaned and in Good Condition and Repair.  Lessee also agrees to 
surrender unto Lessor all alterations, additions, and improvements which may 
have been made in, to, or on the Premises by Lessee, except that Lessee shall 
ascertain from Lessor, within (30) days before the end of the Lease Term or 
earlier termination of this Lease, whether Lessor desires to have the 
Premises or any part or parts thereof restored to their condition as of the 
Commencement Date of this Lease; if Lessor shall so desire, then Lessee shall 
restore said Premises or such part or parts thereof before the end of the 
Lease Term or earlier termination of this Lease at Lessee's sole cost and 
expense.  Lessee, on or before the end of the Lease Term or sooner 
termination of this Lease, shall remove all its personal property and trade 
fixtures from the Premises, and all such property not so removed shall be 
deemed to be abandoned by Lessee.  Lessee shall reimburse Lessor for all 
disposition costs incurred by Lessor relative to Lessee's abandoned property. 
If the Premises are not surrendered at the end of the Lease Term or earlier 
termination of this Lease, Lessee shall indemnify Lessor against loss or 
liability resulting from any delay caused by Lessee in surrendering the 
Premises including, without limitation, any claims made by any succeeding 
Lessee founded on such delay.

3. USES PROHIBITED: Lessee shall not commit, or suffer to be committed, any 
waste upon the Premises, or any nuisance, or other act or thing which may 
disturb the quiet enjoyment of any other tenant in or around the buildings in 
which the subject Premises are located or allow any sale by auction upon the 
Premises, or allow the Premises to be used for any improper, immoral, 
unlawful or objectionable purpose, or place any loads upon the floor, walls, 
or ceiling which may endanger the structure, or use any machinery or 
apparatus which will in any manner vibrate or shake the Premises or the 
building of which it is a part, or place any harmful liquids in the drainage 
system of the building.  No waste materials or refuse shall be dumped upon or 
permitted to remain upon any part of the Premises outside of the building 
proper.  No materials, supplies, equipment, finished products or 
semi-finished products, raw materials or articles of any nature shall be 
stored upon or permitted to remain on any portion of the Premises outside of 
the building structure, unless approved by the local, state federal or other 
applicable governing authority.  Lessor consents to Lessee's use of materials 
which are incidental to the normal, day-to-day operations of any office user, 
such as copier fluids, cleaning materials, etc., but this does not relieve 
Lessee of any of its obligations not to contaminate the Premises or related 
real property or violated any Hazardous Materials Laws.

4. ALTERATIONS AND ADDITIONS: Lessee shall not make, or suffer to be made, 
any alteration or addition to said Premises, or any part thereof, without the 
express, advance written consent of Lessor; any addition or alteration to 
said Premises, except movable furniture and trade fixtures, shall become at 
once a part of the realty and belong to Lessor at the end of the Lease Term 
or earlier termination of this Lease.  Alterations and additions which are 
not deemed as trade fixtures shall include HVAC systems, lighting systems, 
electrical systems, partitioning, carpeting, or any other installation which 
has become an integral part of the Premises.  Lessee agrees that it will not 
proceed to make such alterations or additions until all required government 
permits have been obtained and after having obtained consent from Lessor to 
do so, until five (5) days from the receipt of such consent, so that Lessor 
may post appropriate notices to avoid any liability to contractors or 
material suppliers for payment for Lessee's improvements.  Lessee shall at 
all times permit such notices to be posted and to remain posted until the 
completion of work.  At the end of the Lease Term or earlier termination of 
this Lease, Lessee shall remove and shall be required to remove its special 
tenant improvements and all related equipment installed by Lessee at or 
during the Lease Term and Lessee shall return the Premises to the condition 
that existed before the installation of the special tenant improvements.  
Notwithstanding the above, Lessor agrees to allow any reasonable alterations 
and improvements and will use its best efforts to notify Lessee at the time 
of approval if such improvements or alterations are to be removed at Lease 
Expiration or earlier termination of this Lease.

5. MAINTENANCE OF PREMISES:
  (a) Lessee shall at its sole cost and expense keep and maintain the 
  interior of the Premises, including, but not limited to, all lighting 
  systems, temperature control systems and plumbing systems, in Good 
  Condition and Repair, including any required replacements.  Lessee shall 
  maintain all wall surfaces and floor coverings in Good Condition and 
  Repair, free of holes, gouges, or defacements.  


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   (b) Lessor shall keep and maintain in Good Condition and Repair including
   replacements, at Lessee's expense, based on a pro-rata share of cost based on
   square footage or costs directly related to Lessee's use of the Premises the
   following, which shall be included in the monthly CAC:
     1. The exterior of the building, any appurtenances and every part
     thereof, including but not limited to, glazing, sidewalks, parking
     areas, electrical systems, HVAC systems,  roof membrane, and painting
     of exterior walls.
     2. The HVAC by a service contract with a licensed air conditioning and
     heating contractor which contract shall provide for a minimum of bi-
     monthly maintenance of all air conditioning and heating equipment at
     the Premises including HVAC repairs or replacements which are either
     excluded from such service contract or any existing equipment
     warranties.
     3. The landscaping by a landscape contractor to water, maintain, trim
     and replace, when necessary, any shrubbery and landscaping at the
     Premises.
     4. The roof membrane by a service contract with a licensed reputable
     roofing contractor which contract shall provide for a minimum of semi-
     annual maintenance, cleaning of storm gutters, drains, removing of
     debris and trimming overhanging trees, repair of the roof and
     application of a finish coat every five years at the Premises.
     5. Extermination services.
     6. Fire monitoring services.

   (c) Lessee hereby waives any and all rights to make repairs at the expense of
   Lessor as provided in Section 1942 of the Civil Code of the State of
   California, and all rights provided for by Section 1941 of said Civil Code.

   (d) Lessor shall be responsible for the repair of any structural defects in
   the Premises including the roof structure (not membrane), exterior walls and
   foundation during the Lease Term.


6. HAZARD INSURANCE: Lessee shall not use, or permit said Premises, or any 
part thereof, to be used, for any purpose other than that for which said 
Premises are hereby leased; and no use shall be made or permitted to be made 
of the Premises, nor acts done, which may cause a cancellation of any 
insurance policy covering said building, or any part thereof, nor shall 
Lessee sell or permit to be kept, used or sold, in or about said Premises, 
any article which may be prohibited by a standard form fire insurance policy. 
 Lessee shall, at its sole cost and expense, comply with any and all 
requirements, pertaining to said Premises, of any insurance organization or 
company, necessary for the maintenance of reasonable fire and general 
liability insurance, covering said building and appurtenances.  Lessor agrees 
to purchase and keep in force fire and extended coverage insurance covering 
loss or damage to the  Premises in amounts not to exceed the full replacement 
cost of said Premises as determined by Lessor, with proceeds payable to 
Lessor.  Lessee acknowledges that the insurance referenced above does not 
include coverage for Lessee's personal property.  In the event of a loss per 
the insurance provisions of this paragraph, Lessee shall be responsible for 
deductibles up to a maximum of $5,000 per occurrence.  Lessee agrees to pay 
to the Lessor as additional Rent, on demand, the full cost of said insurance 
as evidenced by insurance billings to Lessor..  If said insurance billings 
cover the Premises, and Lessee does not occupy the entire Premises, the 
insurance premiums and deductibles shall be allocated to the portion of the 
Premises occupied by Lessee on a  pro-rata square footage or other equitable 
basis, as determined by Lessor.  It is understood and agreed that Lessee's 
obligation under this paragraph will be prorated to reflect the Commencement 
Date and the end of the Lease Term.

Lessor and Lessee hereby waive any rights each may have against the other 
related to any loss or damage caused to Lessor or Lessee as the case may be, 
or to the Premises or its contents, and which may arise from any risk 
generally covered by fire and extended coverage insurance.  The parties shall 
provide that their respective insurance policies insuring the property or the 
personal property include a waiver of any right of subrogation which said 
insurance company may have against Lessor or Lessee, as the case may be.  
Lessor shall maintain in full force and effect, a policy of rental loss 
insurance, in an amount equal to the amount of Rent payable by Lessee 
commencing on the date of loss during the next ensuing one (1) year, as 
reasonably determined by Lessor with proceeds payable to Lessor ("Loss of 
Rents Insurance.  Lessee agrees to pay to the Lessor as additional Rent, on 
demand, the full cost of said insurance as evidenced by insurance billings to 
the Lessor which shall be included in Lessee's monthly CAC.  


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7. ABANDONMENT: Lessee shall not vacate or abandon the Premises at any time 
during the Lease Term; and if Lessee shall abandon, vacate or surrender said 
Premises, or be dispossessed by process of law, or otherwise, any personal 
property belonging to Lessee and left on the Premises shall be deemed to be 
abandoned, at the option of Lessor.  Notwithstanding the above, the Premises 
shall not be considered vacated or abandoned if Lessee maintains the Premises 
in Good Condition and Repair, provides security, pays the required Rent to 
Lessor, and is not in default.

8. FREE FROM LIENS: Lessee shall keep the subject Premises and the property 
in which the subject Premises are situated, free from any and all liens 
including but not limited to liens arising out of any work performed, 
materials furnished, or obligations incurred by Lessee.  However, the Lessor 
shall allow Lessee to contest a lien claim, so long as the claim is 
discharged prior to any foreclosure proceeding being initiated against the 
property and provided Lessee provides Lessor a bond if the lien exceeds 
$5,000.

9. COMPLIANCE WITH GOVERNMENTAL REGULATIONS: Lessee shall, at its sole cost 
and expense, comply with all of the requirements of all local, municipal, 
state and federal authorities now in force, or which may hereafter be in 
force, pertaining to Lessee's use and occupancy of the said Premises, and 
shall faithfully observe in the use of the Premises all local and municipal 
ordinances and state and federal statutes now in force or which may hereafter 
be in force. After completion of Lessee's improvements as provided for in 
Section 2 of this Lease and except as stated above, Lessee shall not be 
required to pay for the construction of any single improvement required under 
this paragraph in excess of $25,000, unless such improvement is required to 
comply with Lessee's particular use of the Premises; if such improvement is 
not required due to Lessee's particular use of the Premises and such 
improvement cost exceeds $25,000, such improvement cost shall be amortized 
over the estimated useful life of the improvement, not to exceed 10 years at 
Wells Fargo prime rate plus one percent (1%).  Lessee shall pay to Lessor the 
amortized costs of such improvement on a monthly basis over the remaining 
lease term and any extensions thereof, which shall be included in Lessee's 
monthly CAC.

10. LESSEE'S INSURANCE: Lessee, as a material part of the consideration to be 
rendered to Lessor, hereby waives all claims against Lessor and Lessor's 
Agents for damages to goods, wares and merchandise, and all other personal 
property in, upon or about said Premises, and for injuries to persons in, 
upon or about said Premises, from any cause arising at any time, and Lessee 
will hold Lessor and Lessor's Agents exempt and harmless from any damage or 
injury to any person, or to the goods, wares and merchandise and all other 
personal property of any person, arising from the use or occupancy of the 
Premises by Lessee, or from the failure of Lessee to keep the Premises in 
good condition and repair, as herein provided.  Lessee shall secure and keep 
in force a standard policy of commercial general liability insurance and 
property damage policy covering the Premises, including parking areas, 
insuring the Lessee.   A certificate of said policy naming Lessor as an 
additional insured shall be delivered to Lessor and will have a combined 
single limit for both bodily injury, death and property damage in an amount 
not less than five million dollars ($5,000,000.00).  The limits of said 
insurance shall not, however, limit the liability of Lessee hereunder. Lessee 
shall obtain a written obligation on the part of the insurer to notify Lessor 
30 days in advance in writing before any cancellation thereof.   Lessee shall 
obtain, at Lessee's sole cost and expense, a policy of fire and extended 
coverage insurance including coverage for direct physical loss special form, 
and a sprinkler leakage endorsement insuring the personal property of Lessee. 
 The proceeds from any personal property damage policy shall be payable to 
Lessee. Lessee shall, at its sole cost and expense, comply with all of the 
insurance requirements of all local, municipal, state and federal authorities 
now in force, or which may hereafter be in force, pertaining to Lessee's use 
and occupancy of the said Premises.

11. ADVERTISEMENTS AND SIGNS: Lessee shall not place or permit to be placed, 
in, upon or about the Premises any unusual or extraordinary signs, or any 
signs not approved by the city, local, state, federal or other applicable 
governing authority. Lessee shall not place, or permit to be placed upon the 
Premises, any signs, advertisements or notices without the written consent of 
the Lessor, and such consent shall not be unreasonably withheld.  A sign so 
placed on the Premises shall be so placed upon the understanding and 
agreement that Lessee will remove same at the end of the Lease Term or 
earlier termination of this Lease and repair any damage or injury to the 
Premises caused thereby, and if not so removed by Lessee, then Lessor may 
have the same removed at Lessee's expense.

12. UTILITIES: Lessee shall pay for all water, gas, heat, light, power, 
telephone and other utilities supplied to the Premises.  Any charges for 
sewer usage or related fees shall be the obligation of Lessee and paid for by 
Lessee. If any such services are not 


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separately metered to Lessee, Lessee shall pay a reasonable proportion of all 
charges which are jointly metered, the determination to be made by Lessor 
acting reasonably and on any equitable basis. Lessee's share of water, gas, 
and electricity serving the Premises and the Project shall be included in 
Lessee's monthly CAC, subject to adjustment as provided in the Common Area 
Charges Section of this Lease.  Lessor shall not be liable to Lessee for any 
disruption in any of the utility services to the Premises.

13. ATTORNEY'S FEES: In case suit should be brought for the possession of the 
Premises, for the recovery of any sum due hereunder, or because of the breach 
of any other covenant herein, the losing party shall pay to the prevailing 
party reasonable attorney's fee which shall be deemed to have accrued on the 
commencement of such action and shall be enforceable whether or not such 
action is prosecuted to judgment.

14.1 DEFAULT: The occurrence of any of the following shall constitute a 
default and breach of this Lease by Lessee: a) Any failure by Lessee to pay 
Rent or to make any other payment required to be made by Lessee hereunder 
when due if not cured within ten (10) days after written notice thereof by 
Lessor to Lessee; b) The abandonment or vacation of the Premises by Lessee 
except as provided in Section 7; c) A failure by Lessee to observe and 
perform any other provision of this Lease to be observed or performed by 
Lessee, where such failure continues for thirty days after written notice 
thereof by Lessor to Lessee; provided, however, that if the nature of such 
default is such that the same cannot be reasonably cured within such thirty 
(30) day period, Lessee shall not be deemed to be in default if Lessee shall, 
within such period, commence such cure and thereafter diligently prosecute 
the same to completion; d) The making by Lessee of any general assignment for 
the benefit of creditors; the filing by or against Lessee of a petition to 
have Lessee adjudged a bankrupt or of a petition for reorganization or 
arrangement under any law relating to bankruptcy; e) the appointment of a 
trustee or receiver to take possession of substantially all of Lessee's 
assets or Lessee's interest in this Lease, or the attachment, execution or 
other judicial seizure of substantially all of Lessee's assets located at the 
Premises or of Lessee's interest in this Lease.

14.2 SURRENDER OF LEASE: In the event of any such default by Lessee, then in 
addition to any other remedies available to Lessor at law or in equity, 
Lessor shall have the immediate option to terminate this Lease before the end 
of the Lease Term and all rights of Lessee hereunder, by giving written 
notice of such intention to terminate.  In the event that Lessor terminates 
this Lease due to a default of Lessee, then Lessor may recover from Lessee: 
a) the worth at the time of award of any unpaid Rent which had been earned at 
the time of such termination; plus b) the worth at the time of award of 
unpaid Rent which would have been earned after termination until the time of 
award exceeding the amount of such rental loss that the Lessee proves could 
have been reasonably avoided; plus c) the worth at the time of award of the 
amount by which the unpaid Rent for the balance of the Lease Term after the 
time of award exceeds the amount of such rental loss that the Lessee proves 
could have been reasonably avoided; plus d) any other amount necessary to 
compensate Lessor for all the detriment proximately caused by Lessee's 
failure to perform his obligations under this Lease or which in the ordinary 
course of things would be likely to result therefrom; and e) at Lessor's 
election, such other amounts in addition to or in lieu of the foregoing as 
may be permitted from time to time by applicable California law.  As used in 
(a) and (b) above, the "worth at the time of award" is computed by allowing 
interest at the rate of Wells Fargo's prime rate plus two percent (2%) per 
annum.  As used in (c) above, the "worth at the time of award" is computed by 
discounting such amount at the discount rate of the Federal Reserve Bank of 
San Francisco at the time of award plus one percent (1%).

14.3 RIGHT OF ENTRY AND REMOVAL: In the event of any such default by Lessee, 
Lessor shall also have the right, with or without terminating this Lease, to 
re-enter the Premises and remove all persons and property from the Premises; 
such property may be removed and stored in a public warehouse or elsewhere at 
the cost of and for the account of Lessee.

14.4 ABANDONMENT: In the event of the vacation or abandonment, except as 
provided in Section 7, of the Premises by Lessee or in the event that Lessor 
shall elect to re-enter as provided in paragraph 14.3 above or shall take 
possession of the Premises pursuant to legal proceeding or pursuant to any 
notice provided by law, and Lessor does not elect to terminate this Lease as 
provided in paragraph 14.2 above, then Lessor may from time to time, without 
terminating this Lease, either recover all Rent as it becomes due or relet 
the Premises or any part thereof for such term or terms and at such rental 
rates and upon such other terms and conditions as Lessor, in its sole 
discretion, may deem advisable with the right to make alterations and repairs 
to the Premises.  In the event that Lessor elects to relet the Premises, then 
Rent received by Lessor from such reletting shall be applied; first, to the 
payment of any indebtedness other than Rent due hereunder from Lessee to 
Lessor; second, to the payment


                                      7
<PAGE>


of any cost of such reletting; third, to the payment of the cost of any 
alterations and repairs to the Premises; fourth, to the payment of Rent due 
and unpaid hereunder; and the residue, if any, shall be held by Lessor and 
applied to the payment of future Rent as the same may become due and payable 
hereunder.  Should that portion of such Rent received from such reletting 
during any month, which is applied by the payment of Rent hereunder according 
to the application procedure outlined above, be less than the Rent payable 
during that month by Lessee hereunder, then Lessee shall pay such deficiency 
to Lessor immediately upon demand therefor by Lessor.  Such deficiency shall 
be calculated and paid monthly.  Lessee shall also pay to Lessor, as soon as 
ascertained, any costs and expenses incurred by Lessor in such reletting or 
in making such alterations and repairs not covered by the rentals received 
from such reletting.

14.5 NO IMPLIED TERMINATION: No re-entry or taking possession of the Premises 
by Lessor pursuant to 14.3 or 14.4 of this Article 14 shall be construed as 
an election to terminate this Lease unless a written notice of such intention 
is given to Lessee or unless the termination thereof is decreed by a court of 
competent jurisdiction.  Notwithstanding any reletting without termination by 
Lessor because of any default by Lessee, Lessor may at any time after such 
reletting elect to terminate this Lease for any such default. 

15. SURRENDER OF LEASE: The voluntary or other surrender of this Lease by 
Lessee, or a mutual cancellation thereof, shall not work a merger, and shall, 
at the option of Lessor, terminate all or any existing subleases or sub 
tenancies, or may, at the option of Lessor, operate as an assignment to him 
of any or all such subleases or sub tenancies.

16. TAXES: Lessee shall pay and discharge punctually and when the same shall 
become due and payable without penalty, all real estate taxes, personal 
property taxes, taxes based on vehicles utilizing parking areas in the 
Premises, taxes computed or based on rental income (other than federal, state 
and municipal net income taxes), environmental surcharges, privilege taxes, 
excise taxes, business and occupation taxes, school fees or surcharges, gross 
receipts taxes, sales and/or use taxes, employee taxes, occupational license 
taxes, water and sewer taxes, assessments (including, but not limited to, 
assessments for public improvements or benefit), assessments for local 
improvement and maintenance districts, and all other governmental impositions 
and charges of every kind and nature whatsoever, regardless of whether now 
customary or within the contemplation of the parties hereto and regardless of 
whether resulting from increased rate and/or valuation, or whether 
extraordinary or ordinary, general or special, unforeseen or foreseen, or 
similar or dissimilar to any of the foregoing (all of the foregoing being 
hereinafter collectively called "Tax" or "Taxes") which, at any time during 
the Lease Term, shall be applicable or against the Premises, or shall become 
due and payable and a lien or charge upon the Premises under or by virtue of 
any present or future laws, statutes, ordinances, regulations, or other 
requirements of any governmental authority whatsoever.  The term 
"Environmental Surcharge" shall include any and all expenses, taxes, charges 
or penalties imposed by the Federal Department of Energy, Federal 
Environmental Protection Agency, the Federal Clean Air Act, or any 
regulations promulgated thereunder, or any other local, state or federal 
governmental agency or entity now or hereafter vested with the power to 
impose taxes, assessments or other types of surcharges as a means of 
controlling or abating environmental pollution or the use of energy in regard 
to the use, operation or occupancy of the Premises.  The term "Tax" shall 
include, without limitation, all taxes, assessments, levies, fees, 
impositions or charges levied, imposed, assessed, measured, or based in any 
manner whatsoever (i) in whole or in part on the Rent payable by Lessee under 
this Lease, (ii) upon or with respect to the use, possession, occupancy, 
leasing, operation or management of the Premises, (iii) upon this transaction 
or any document to which Lessee is a party creating or transferring an 
interest or an estate in the Premises, (iv) upon Lessee's business operations 
conducted at the Premises, (v) upon, measured by or reasonably attributable 
to the cost or value of Lessee's equipment, furniture, fixtures and other 
personal property located on the Premises or the cost or value of any 
leasehold improvements made in or to the Premises by or for Lessee, 
regardless of whether title to such improvements shall be in Lessor or 
Lessee, or (vi) in lieu of or equivalent to any Tax set forth in this Section 
16.  In the event any such Taxes are payable by Lessor and it shall not be 
lawful for Lessee to reimburse Lessor for such Taxes, then the Rent payable 
thereunder shall be increased to net Lessor the same net rent after 
imposition of any such Tax upon Lessor as would have been payable to Lessor 
prior to the imposition of any such Tax.  It is the intention of the parties 
that Lessor shall be free from all such Taxes and all other governmental 
impositions and charges of every kind and nature whatsoever.  However, 
nothing contained in this Section 16 shall require Lessee to pay any Federal 
or State income, franchise, estate, inheritance, succession, transfer or 
excess profits tax imposed upon Lessor.   If any general or special 
assessment is levied and assessed against the Premises, Lessor agrees to use 
its best reasonable efforts to cause the assessment to become a lien on the 
Premises securing repayment of a bond sold to finance the improvements to 
which the assessment relates which is payable in installments of principal 
and interest over the maximum term allowed by law.  It is 


                                      8
<PAGE>


understood and agreed that Lessee's obligation under this paragraph will be 
prorated to reflect the Commencement Date and the end of the Lease Term.  It 
is further understood that if Taxes cover the Premises and Lessee does not 
occupy the entire Premises, the Taxes will be allocated to the portion of the 
Premises occupied by Lessee based on a pro-rata square footage or other 
equitable basis. Taxes billed by Lessor to Lessee shall be included in the 
monthly CAC. 


Subject to any limitations or restrictions imposed by any deeds of trust or
mortgages now or hereafter covering or affecting the Premises, Lessee shall have
the right to contest or review the amount or validity of any Tax by appropriate
legal proceedings but which is not to be deemed or construed in any way as
relieving, modifying or extending Lessee's covenant to pay such Tax at the time
and in the manner as provided in this Section 16.  However, as a condition of
Lessee's right to contest, if such contested Tax is not paid before such contest
and if the legal proceedings shall not operate to prevent or stay the collection
of the Tax so contested, Lessee shall, before instituting any such proceeding,
protect the Premises and the interest of Lessor and of the beneficiary of a deed
of trust or the mortgagee of a mortgage affecting the Premises against any lien
upon the Premises by a surety bond, issued by an insurance company acceptable to
Lessor and in an amount equal to one and one-half (1 1/2) times the amount
contested or, at Lessor's option, the amount of the contested Tax and the
interest and penalties in connection therewith.  Any contest as to the validity
or amount of any Tax, whether before or after payment, shall be made by Lessee
in Lessee's own name, or if required by law, in the name of Lessor or both
Lessor and Lessee.  Lessee shall defend, indemnify  and hold harmless Lessor
from and against any and all costs or expenses, including attorneys' fees, in
connection with any such proceedings brought by Lessee, whether in its own name
or not. Lessee shall be entitled to retain any refund of any such contested Tax
and penalties or interest thereon which have been paid by Lessee.  Nothing
contained herein shall be construed as affecting or limiting Lessor's right to
contest any Tax at Lessor's expense.

17. NOTICES: Unless otherwise provided for in this Lease, any and all written 
notices or other communication (the "Communication") to be given in 
connection with this Lease shall be given in writing and shall be given by 
personal delivery, facsimile transmission or by mailing by registered or 
certified mail with postage thereon or recognized overnight courier, fully 
prepaid, in a sealed envelope addressed to the intended recipient as follows:

(a)  to the Lessor at:   10050 Bandley Drive
                         Cupertino, California 95014
                         Attention: Carl E. Berg
                         Fax No: (408) 725-1626

(b)  to the Lessee at:   2043 Samaritan Drive
                         San Jose, California
                         Attention:
                         Fax No:             


or such other addresses, facsimile number or individual as may be designated 
by a Communication given by a party to the other parties as aforesaid.  Any 
Communication given by personal delivery shall be conclusively deemed to have 
been given and received on a date it is so delivered at such address provided 
that such date is a business day, otherwise on the first business day 
following its receipt, and if given by registered or certified mail, on the 
day on which delivery is made or refused or if given by recognized overnight 
courier, on the first business day following deposit with such overnight 
courier and if given by facsimile transmission, on the day on which it was 
transmitted provided such day is a business day, failing which, on the next 
business day thereafter.   

18. ENTRY BY LESSOR: Lessee shall permit Lessor and its agents to enter into 
and upon said Premises at all reasonable times within business hours and 
provided Lessor is escorted by a Lessee employee using the minimum amount of 
interference and inconvenience to Lessee and Lessee's business, subject to 
any security regulations of Lessee, for the purpose of inspecting the same or 
for the purpose of maintaining the building in which said Premises are 
situated, or for the purpose of making repairs, alterations or additions to 
any other portion of said building, including the erection and maintenance of 
such scaffolding, canopies, fences and props as may be required, without any 
rebate of Rent and without any liability to Lessee for any loss of occupation 
or quiet enjoyment of the Premises; and shall permit Lessor and his agents, 
at any time within ninety (90) days prior 


                                      9
<PAGE>


to the end of the Lease Term, to place upon said Premises any usual or 
ordinary "For Sale" or "For Lease" signs and exhibit the Premises to 
prospective tenants at reasonable hours.


19. DESTRUCTION OF PREMISES: In the event of a partial destruction of the 
said Premises during the Lease Term from any cause which is covered by 
Lessor's property insurance, Lessor shall forthwith repair the same, provided 
such repairs can be made within ninety (90) days under the laws and 
regulations of State, Federal, County, or Municipal authorities, but such 
partial destruction shall in no way annul or void this Lease, except that 
Lessee shall be entitled to a proportionate reduction of Rent while such 
repairs are being made to the extent of payments received by Lessor under its 
Loss of Rents Insurance coverage.  With respect to any partial destruction 
which Lessor is obligated to repair or may elect to repair under the terms of 
this paragraph, the provision of Section 1932, Subdivision 2, and of Section 
1933, Subdivision 4, of the Civil Code of the State of California are waived 
by Lessee.  In the event that the building in which the subject Premises may 
be situated is destroyed to an extent greater than thirty-three and one-third 
(33 1/3%) of the replacement cost thereof, Lessor or Lessee may elect to 
terminate this Lease, whether the subject Premises is insured or not.  A 
total destruction of the building in which the subject Premises are situated 
shall terminate this Lease.  Notwithstanding the above, Lessor is only 
obligated to repair or rebuild to the extent of available insurance proceeds 
including any deductible amount.  Should Lessor determine that insufficient 
or no insurance proceeds are available for repair or reconstruction of 
Premises, Lessor, at its sole option, may terminate the Lease. Lessee shall 
have the option of continuing this Lease by agreeing to pay all repair costs 
to the subject Premises.


20. ASSIGNMENT AND SUBLETTING: Lessee shall not assign this Lease, or any 
interest therein, and shall not sublet the said Premises or any part thereof, 
or any right or privilege appurtenant thereto, or cause any other person or 
entity (a bona fide subsidiary or affiliate of Lessee excepted) to occupy or 
use the Premises, or any portion thereof, without the advance written 
reasonable consent of Lessor except as stated herein.  Any such assignment or 
subletting without such consent shall be void, and shall, at the option of 
the Lessor, terminate this Lease.  This Lease shall not, or shall any 
interest therein, be assignable, as to the interest of Lessee, by operation 
of law, without the written consent of Lessor.  Notwithstanding Lessor's 
obligation to provide reasonable approval, Lessor reserves the right to 
withhold its consent for any proposed sublessee or assignee of Lessee if the 
proposed sublessee or assignee is a user or generator of Hazardous Materials. 
 If Lessee desires to assign its rights under this Lease or to sublet, all or 
a portion of the subject Premises to a party other than a bona fide 
subsidiary or affiliate of Lessee, Lessee shall first notify Lessor of the 
proposed terms and conditions of such assignment or subletting.  Lessor shall 
have the right of first refusal to enter into a direct Lessor-lessee 
relationship with such party under such proposed terms and conditions, in 
which event Lessee shall be relieved of its obligations hereunder to the 
extent of the Lessor-lessee relationship entered into between Lessor and such 
third party. Notwithstanding the foregoing, Lessee may assign this Lease to a 
successor in interest, whether by merger or acquisition, provided there is no 
substantial reduction in the net worth of the resulting entity and the 
resulting entity is not a user or generator of Hazardous Materials.  Whether 
or not Lessor's consent to a sublease or assignment is required, in the event 
of any sublease or assignment, Lessee shall be and shall remain primarily 
liable for the performance of all conditions, covenants, and obligations of 
Lessee hereunder and, in the event of a default by an assignee or sublessee, 
Lessor may proceed directly against the original Lessee hereunder and/or any 
other predecessor of such assignee or sublessee without the necessity of 
exhausting remedies against said assignee or sublessee.


21. CONDEMNATION: If any part of the Premises shall be taken for any public 
or quasi-public use, under any statute or by right of eminent domain or 
private purchase in lieu thereof, and a part thereof remains which is 
susceptible of occupation hereunder, this Lease shall as to the part so 
taken, terminate as of the date title vests in the condemnor or purchaser, 
and the Rent payable hereunder shall be adjusted so that the Lessee shall be 
required to pay for the remainder of the Lease Term only that portion of Rent 
as the value of the part remaining.  The rental adjustment resulting will be 
computed at the same Rental rate for the remaining part not taken; however, 
Lessor shall have the option to terminate this Lease as of the date when 
title to the part so taken vests in the condemnor or purchaser.  If all of 
the Premises, or such part thereof be taken so that there does not remain a 
portion susceptible for occupation hereunder, this Lease shall thereupon 
terminate.  If a part or all of the Premises be taken, all compensation 
awarded upon such taking shall be payable to the Lessor. Lessee may file a 
separate claim and be entitled to any award granted to Lessee


22. EFFECTS OF CONVEYANCE: The term "Lessor" as used in this Lease, means only
the owner for the time being of the land and building constituting the Premises,
so that, in the event of any sale of said land or building, or in the event of a
Lease of said building, Lessor shall be and hereby is entirely freed and
relieved of all covenants and obligations of Lessor hereunder, and it 


                                      10
<PAGE>


shall be deemed and construed, without further agreement between the parties 
and the purchaser of any such sale, or the Lessor of the building, that the 
purchaser or lessor of the building has assumed and agreed to carry out any 
and all covenants and obligations of the Lessor hereunder.  If any security 
is given by Lessee to secure the faithful performance of all or any of the 
covenants of this Lease on the part of Lessee, Lessor may transfer and 
deliver the security, as such, to the purchaser at any such sale of the 
building, and thereupon the Lessor shall be discharged from any further 
liability.


23. SUBORDINATION: This Lease, in the event Lessor notifies Lessee in 
writing, shall be subordinate to any ground lease, deed of trust, or other 
hypothecation for security now or hereafter placed upon the real property at 
which the Premises are a part and to any and all advances made on the 
security thereof and to renewals, modifications, replacements and extensions 
thereof. Lessee agrees to promptly execute any documents which may be 
required to effectuate such subordination. Notwithstanding such 
subordination, if Lessee is not in default and so long as Lessee shall pay 
the Rent and observe and perform all of the provisions and covenants required 
under this Lease, Lessee's right to quiet possession of the Premises shall 
not be disturbed or effected by any subordination.


24. WAIVER: The waiver by Lessor of any breach of any term, covenant or 
condition, herein contained shall not be construed to be a waiver of such 
term, covenant or condition or any subsequent breach of the same or any other 
term, covenant or condition therein contained.  The subsequent acceptance of 
Rent hereunder by Lessor shall not be deemed to be a waiver of Lessee's 
breach of any term, covenant, or condition of the Lease.


25. HOLDING OVER: Any holding over after the end of the Lease Term requires 
Lessor's written approval prior to the end of the Lease Term, which, 
notwithstanding any other provisions of this Lease, Lessor may withhold and 
shall be construed to be a tenancy at sufferance from month to month. Lessee 
shall pay to Lessor monthly base rent equal to one and one-half (1.5) times 
the monthly base rent installment due in the last month of the Lease Term and 
all other additional rent and all other terms and conditions of the Lease 
shall apply, so far as applicable.  Holding over by Lessee without written 
approval of Lessor shall subject Lessee to the liabilities and obligations 
provided for in this Lease and by law, including, but not limited to those in 
Section 2.1 of this Lease.  Lessee shall indemnify and hold Lessor harmless 
against any loss or liability resulting from any delay caused by Lessee in 
surrendering the Premises, including without limitation, any claims made or 
penalties incurred by any succeeding lessee or by Lessor.  No holding over 
shall be deemed or construed to exercise any option to extend or renew this 
Lease in lieu of full and timely exercise of any such option as required 
hereunder.


26. SUCCESSORS AND ASSIGNS: The covenants and conditions herein contained 
shall, subject to the provisions as to assignment, apply to and bind the 
heirs, successors, executors, administrators and assigns of all of the 
parties hereto; and all of the parties hereto shall be jointly and severally 
liable hereunder.


27. ESTOPPEL CERTIFICATES: Lessee shall at any time during the Lease Term, 
upon not less than ten (10) days prior written notice from Lessor, execute 
and deliver to Lessor a statement in writing certifying that, this Lease is 
unmodified and in full force and effect (or, if modified, stating the nature 
of such modification) and the dates to which the Rent and other charges have 
been paid in advance, if any, and acknowledging that there are not, to 
Lessee's knowledge, any uncured defaults on the part of Lessor hereunder or 
specifying such defaults if they are claimed.  Any such statement may be 
conclusively relied upon by any prospective purchaser or encumbrancer of the 
Premises. Lessee's failure to deliver such a statement within such time shall 
be conclusive upon the Lessee that (a) this Lease is in full force and 
effect, without modification except as may be represented by Lessor; (b) 
there are no uncured defaults in Lessor's performance.


28. TIME: Time is of the essence of the Lease.


29. CAPTIONS: The headings on titles to the paragraphs of this Lease are not 
a part of this Lease and shall have no effect upon the construction or 
interpretation of any part thereof.  This instrument contains all of the 
agreements and conditions made between the parties hereto and may not be 
modified orally or in any other manner than by an agreement in writing signed 
by all of the parties hereto or their respective successors in interest.


30. PARTY NAMES: Landlord and Tenant may be used in various places in this Lease
as a substitute for Lessor and Lessee respectively.


                                      11
<PAGE>


31. EARTHQUAKE INSURANCE: As a condition of Lessor agreeing to waive the 
requirement for earthquake insurance, Lessee agrees that it shall pay, as 
additional Rent, which shall be included in the monthly CAC, an amount not to 
exceed Nineteen Thousand Four Hundred Seventy Dollars ($19,470) per year for 
earthquake insurance if Lessor desires to obtain some form of earthquake 
insurance in the future, if and when available, on terms acceptable to Lessor.


32. HABITUAL DEFAULT: Notwithstanding anything to the contrary contained in 
Section 14 herein, Lessor and Lessee agree that if Lessee shall have 
defaulted in the payment of Rent for three or more times during any twelve 
month period during the Lease Term, then such conduct shall, at the option of 
the Lessor, represent a separate event of default which cannot be cured by 
Lessee.  Lessee acknowledges that the purpose of this provision is to prevent 
repetitive defaults by the Lessee under the Lease, which constitute a 
hardship to the Lessor and deprive the Lessor of the timely performance by 
the Lessee hereunder. 


33. HAZARDOUS MATERIALS
33.1 DEFINITIONS: As used herein, the following terms shall have the following
meaning:
     a. The term "Hazardous Materials" shall mean (i) polychlorinated biphenyls;
     (ii) radioactive materials and (iii) any chemical, material or substance
     now or hereafter defined as or included in the definitions of "hazardous
     substance" "hazardous water", "hazardous material", "extremely hazardous
     waste", "restricted hazardous waste" under Section 25115, 25117 or 15122.7,
     or listed pursuant to Section 25140 of the California Health and Safety
     Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined
     as "hazardous substance" under Section 25316 of the California Health and
     Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous
     Substances Account Act), (iii) defined as "hazardous material", "hazardous
     substance", or "hazardous waste" under Section 25501 of the California
     Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials
     Release, Response, Plans and Inventory), (iv) defined as a "hazardous
     substance" under Section 25181 of the California Health and Safety Code,
     Division 20l, Chapter 6.7 (Underground Storage of Hazardous Substances),
     (v) petroleum, (vi) asbestos, (vii) listed under Article 9 or defined as
     "hazardous" or "extremely hazardous" pursuant to Article II of Title 22 of
     the California Administrative Code, Division 4, Chapter 20, (viii) defined
     as "hazardous substance" pursuant to Section 311 of the Federal Water
     Pollution Control Act, 33 U.S.C. 1251 et seq. or listed pursuant to Section
     1004 of the Federal Water Pollution Control Act (33 U.S.C. 1317), (ix)
     defined as a "hazardous waste", pursuant to Section 1004 of the Federal
     Resource Conservation and Recovery Act, 42 U.S.C. 6901 et seq., (x) defined
     as "hazardous substance" pursuant to Section 101 of the Comprehensive
     Environmental Responsibility Compensations, and Liability Act, 42 U.S.C.
     9601 et seq., or (xi) regulated under the Toxic Substances Control Act, 156
     U.S.C. 2601 et seq.
     b. The term "Hazardous Materials Laws" shall mean any local, state and
     federal laws, rules, regulations, or ordinances relating to the use,
     generation, transportation, analysis, manufacture, installation, release,
     discharge, storage or disposal of Hazardous Material.
     c. The term "Lessor's Agents" as used herein shall mean Lessor's agents,
     representatives, employees, contractors, subcontractors, directors,
     officers and partners.
     d. The term "Lessee's Agents" as used herein shall mean Lessee's agents,
     representatives, employees, contractors, subcontractors, directors,
     officers, partners, invitees or any other person in or about the Premises.


33.2 LESSEE'S RIGHT TO INVESTIGATE: Lessee shall be entitled to cause such 
inspection, soils and ground water tests, and other evaluations to be made of 
the Premises as Lessee deems necessary regarding (i) the presence and use of 
Hazardous Materials in or about the Premises, and (ii) the potential for 
exposure to Lessee's employees and other persons to any Hazardous Materials 
used and stored by previous occupants in or about the Premises.  Lessee shall 
provide Lessor with copies of all inspections, tests and evaluations.  Lessee 
shall indemnify, defend and hold Lessor harmless from any cost, claim or 
expense arising from such entry by Lessee or from the performance of any such 
investigation by such Lessee.

33.3 LESSOR'S REPRESENTATIONS: Lessor hereby represents and warrants to the 
best of Lessor's knowledge that the Premises are, as of the date of this 
Lease, in compliance with all Hazardous Material Laws.


                                      12
<PAGE>


33.4 LESSEE'S OBLIGATION TO INDEMNIFY: Lessee, at its sole cost and expense, 
shall indemnify, defend, protect and hold Lessor and Lessor's Agents harmless 
from and against any and all cost or expenses, including those described 
under subparagraphs i, ii and iii herein below set forth, arising from or 
caused in whole or in part, directly or indirectly by:
     a. Lessee's or Lessee's Agents' use, analysis, storage, transportation,
     disposal, release, threatened release, discharge or generation of Hazardous
     Material to, in, on, under, about or from the Premises; or
     b. Lessee's or Lessee's Agents failure to comply with Hazardous Material
     laws; or
     c. Any release of Hazardous Material to, in, on, under, about, from or onto
     the Premises caused by Lessee or Lessee's Agents or occurring during the
     Lease Term, except ground water contamination from other parcels where the
     source is from off the Premises not arising from or caused by Lessee or
     Lessee's Agents.
The cost and expenses indemnified against include, but are not limited to the
following:
     i. Any and all claims, actions, suits, proceedings, losses, damages,
     liabilities, deficiencies, forfeitures, penalties, fines, punitive damages,
     cost or expenses;
     ii. Any claim, action, suit or proceeding for personal injury (including
     sickness, disease, or death), tangible or intangible property damage,
     compensation for lost wages, business income, profits or other economic
     loss, damage to the natural resources of the environment, nuisance,
     pollution, contamination, leaks, spills, release or other adverse effects
     on the environment;
     iii. The cost of any repair, clean-up, treatment or detoxification of the
     Premises necessary to bring the Premises into compliance with all Hazardous
     Material Laws, including the preparation and implementation of any closure,
     disposal, remedial action, or other actions with regard to the Premises,
     and expenses (including, without limitation, reasonable attorney's fees and
     consultants fees, investigation and laboratory fees, court cost and
     litigation expenses).


33.5 LESSEE'S OBLIGATION TO REMEDIATE CONTAMINATION: Lessee shall, at its 
sole cost and expense, promptly take any and all action necessary to 
remediate contamination of the Premises by Hazardous Materials during the 
Lease Term.


33.6 OBLIGATION TO NOTIFY: Lessor and Lessee shall each give written notice 
to the other as soon as reasonably practical of (i) any communication 
received from any governmental authority concerning Hazardous Material which 
related to the Premises and (ii) any contamination of the Premises by 
Hazardous Materials which constitutes a violation of any Hazardous Material 
Laws.


33.7 SURVIVAL: The obligations of Lessee under this Section 33 shall survive the
Lease Term or earlier termination of this Lease.  


33.8 CERTIFICATION AND CLOSURE: On or before the end of the Lease Term or 
earlier termination of this Lease, Lessee shall deliver to Lessor a 
certification executed by Lessee stating that, to the best of Lessee's 
knowledge, there exists no violation of Hazardous Material Laws resulting 
from Lessee's obligation in Paragraph 33.  If pursuant to local ordinance, 
state or federal law, Lessee is required, at the expiration of the Lease 
Term, to submit a closure plan for the Premises to a local, state or federal 
agency, then Lessee shall furnish to Lessor a copy of such plan.


33.9 PRIOR HAZARDOUS MATERIALS: Lessee shall have no obligation to clean up 
or to hold Lessor harmless with respect to, any Hazardous Material or wastes 
discovered on the Premises which were not introduced into, in, on, about, 
from or under the Premises during the Lease Term or ground water 
contamination from other parcels where the source is from off the Premises 
not arising from or caused by Lessee or Lessee's Agents.


34. BROKERS: Lessor and Lessee represent that they have not utilized or
contacted a real estate broker or finder with respect to this Lease other than
Colliers Parrish ("CP") and Lessee agrees to indemnify and hold Lessor harmless
against any claim, cost, liability or cause of action asserted by any broker or
finder claiming through Lessee other than CP.  Lessor shall at its sole cost and
expense pay the brokerage commission per Lessor's standard commission schedule
to CP in connection with this transaction.  Lessor represents and warrants that
it has not utilized or contacted a real estate broker or finder with respect to
this Lease other than CP and Lessor agrees to indemnify and hold Lessee harmless
against any claim, cost, liability or cause of action asserted by any broker or
finder claiming through Lessor.


35. OPTION TO EXTEND


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<PAGE>


A. OPTION: Lessor hereby grants to Lessee one (1) option to extend the Lease
Term, with the extended term to be for a period of five (5) years, on the
following terms and conditions:

     (i) Lessee shall give Lessor written notice of its exercise of its option
     to extend no earlier than twenty-four (24) calendar months, nor later than
     six (6) calendar months before the Lease Term would end but for said
     exercise.  Time is of the essence.

     (ii) Lessee may not extend the Lease Term pursuant to any option granted by
     this section 35 if Lessee is in default as of the date of the exercise of
     its option.  If Lessee has committed a default by Lessee as defined in
     Section 14 or 32 that has not been cured or waived by Lessor in writing by
     the date that any extended term is to commence, then Lessor may elect not
     to allow the Lease Term to be extended, notwithstanding any notice given by
     Lessee of an exercise of this option to extend.

     (iii) All terms and conditions of this Lease shall apply during the
     extended term, except that the base rent and rental increases for each
     extended term shall be determined as provided in Section 35 (B) below

     (iv) Once Lessee delivers a notice of exercise of its options to extend the
     Lease Term, Lessee may not withdraw such exercise and subject to the
     provisions of this Section 35, such notice shall operate to extend the
     Lease Term.  Upon any extension of the Lease Term pursuant to this Section
     35, the term "Lease Term" as used in this Lease shall thereafter include
     the then extended term. 

     (v) The option rights of Amati Communications Corporation granted under
     this Section 35 are granted for Amati Communications Corporation's personal
     benefit and may not be assigned or transferred by Amati Communications
     Corporation or exercised if Amati Communications Corporation is not
     occupying the Premises at the time of exercise.


B. EXTENDED TERM RENT - OPTION PERIOD: The monthly Rent for the Premises 
during the extended term shall equal the fair market monthly Rent for the 
Premises as of the commencement date of the extended term, but in no case, 
less than the Rent during the last month of the prior Lease term.  Promptly 
upon Lessee's exercise of the option to extend, Lessee and Lessor shall meet 
and attempt to agree on the fair market monthly Rent for the Premises as of 
the commencement date of the extended term.  In the event the parties fail to 
agree upon the amount of the monthly Rent for the extended term prior to 
commencement thereof, the monthly Rent for the extended term shall be 
determined by appraisal in the manner hereafter set forth; provided, however, 
that in no event shall the monthly Rent for the extended term be less than in 
the immediate preceding period.  Annual base rent increases during the 
extended term shall be three percent (3%) per year.   In the event it becomes 
necessary under this paragraph to determine the fair market monthly Rent of 
the Premises by appraisal, Lessor and Lessee each shall appoint a real estate 
appraiser who shall be a member of the American Institute of Real Estate 
Appraiser ("AIREA") and such appraisers shall each determine the fair market 
monthly Rent for the Premises taking into account the value of the Premises 
and the amenities provided by the outside areas, the common areas, and the 
Building, and prevailing comparable Rentals in the area.  Such appraisers 
shall, within twenty (20) business days after their appointment, complete 
their appraisals and submit their appraisal reports to Lessor and Lessee.  If 
the fair market monthly Rent of the Premises established in the two (2) 
appraisals varies by five percent (5%) or less of the higher Rent, the 
average of the two shall be controlling.  If said fair market monthly Rent 
varies by more than five percent (5%) of the higher Rental, said appraisers, 
within ten (10) days after submission of the last appraisal, shall appoint a 
third appraiser who shall be a member of the AIREA and who shall also be 
experienced in the appraisal of Rent values and adjustment practices for 
commercial properties in the vicinity of the Premises.  Such third appraiser 
shall, within twenty (20) business days after his appointment, determine by 
appraisal the fair market monthly Rent of the Premises taking into account 
the same factors referred to above, and submit his appraisal report to Lessor 
and Lessee.  The fair market monthly Rent determined by the third appraiser 
for the Premises shall be controlling, unless it is less than that set forth 
in the lower appraisal previously obtained, in which case the value set forth 
in said lower appraisal shall be controlling, or unless it is greater than 
that set forth in the higher appraisal previously obtained in which case the 
Rent set for in said higher appraisal shall be controlling.  If either Lessor 
or Lessee fails to appoint an  appraiser, or if an appraiser appointed by 
either of them fails, after his appointment to submit his appraisal within 
the required period in accordance with the foregoing, the appraisal submitted 
by the appraiser properly appointed and timely submitting his appraisal shall 
be controlling.  If the two appraisers appointed by Lessor and Lessee are 
unable to agree upon a third appraiser within the required period in 
accordance


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<PAGE>


with the foregoing, application shall be made within twenty (20) days 
thereafter by either Lessor or Lessee to AIREA, which shall appoint a member 
of said institute willing to serve as appraiser.  The cost of all appraisals 
under this subparagraph shall be borne equally be Lessor and Lessee.


36. APPROVALS: Whenever in this Lease the Lessor's or Lessee's consent is 
required, such consent shall not be unreasonably or arbitrarily withheld or 
delayed.  In the event that the Lessor or Lessee does not respond to a 
request for any consents which may be required of it in this Lease within ten 
business days of the request of such consent in writing by the Lessee or 
Lessor, such consent shall be deemed to have been given by the Lessor or 
Lessee.


37. AUTHORITY: Each party executing this Lease represents and warrants that 
he or she is duly authorized to execute and deliver the Lease.  If executed 
on behalf of a corporation, that the Lease is executed in accordance with the 
by-laws of said corporation (or a partnership that the Lease is executed in 
accordance with the partnership agreement of such partnership), that no other 
party's approval or consent to such execution and delivery is required, and 
that the Lease is binding upon said individual, corporation (or partnership) 
as the case may be in accordance with its terms.  


38. INDEMNIFICATION OF LESSOR: Except to the extent caused by the sole 
negligence or willful misconduct of Lessor or Lessor's Agents, Lessee shall 
defend, indemnify and hold Lessor harmless from and against any and all 
obligations, losses, costs, expenses, claims, demands, attorney's fees, 
investigation costs or liabilities on account of, or arising out of the use, 
condition or occupancy of the Premises or any act or omission to act of 
Lessee or Lessee's Agents or any occurrence in, upon, about or at the 
Premises, including, without limitation, any of the foregoing provisions 
arising out of the use, generation, manufacture, installation, release, 
discharge, storage, or disposal of Hazardous Materials by Lessee or Lessee's 
Agents.  It is understood that Lessee is and shall be in control and 
possession of the Premises and that Lessor shall in no event be responsible 
or liable for any injury or damage or injury to any person whatsoever, 
happening on, in, about, or in connection with the Premises, or for any 
injury or damage to the Premises or any part thereof. This Lease is entered 
into on the express condition that Lessor shall not be liable for, or suffer 
loss by reason of injury to person or property, from whatever cause, which in 
any way may be connected with the use, condition or occupancy of the Premises 
or personal property located herein. The provisions of this Lease permitting 
Lessor to enter and inspect the Premises are for the purpose of enabling 
Lessor to become informed as to whether Lessee is complying with the terms of 
this Lease and Lessor shall be under no duty to enter, inspect or to perform 
any of Lessee's covenants set forth in this Lease.  Lessee shall further 
indemnify, defend and hold harmless Lessor from and against any and all 
claims arising from any breach or default in the performance of any 
obligation to Lessee's part to be performed under the terms of this Lease.  
The provisions of Section 38 shall survive the Lease Term or earlier 
termination of this Lease with respect to any damage, injury or death 
occurring during the Lease Term.  


39. LESSOR'S LIABILITY: If Lessee should recover a money judgment against 
Lessor arising in connection with this Lease, the judgment shall be satisfied 
only out of the Lessor's interest in the Premises and neither Lessor or any 
of its partners shall be liable personally for any deficiency.


40. MISCELLANEOUS PROVISIONS: All rights and remedies hereunder are 
cumulative and not alternative to the extent permitted by law and are in 
addition to all other rights or remedies in law and in equity.


41. CHOICE OF LAW:  This lease shall be construed and enforced in accordance 
with the substantive laws of the State of California.  The language of all 
parts of this lease shall in all cases be construed as a whole according to 
its fair meaning and not strictly for or against either Lessor or Lessee.


42. ENTIRE AGREEMENT:  This Lease, including the attached exhibits, is the 
entire agreement between the parties, and there are no agreements or 
representations between the parties except as expressed herein.  Except as 
otherwise provided for herein, no subsequent change or addition to this Lease 
shall be binding unless in writing and signed by the parties hereto.


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<PAGE>


IN WITNESS WHEREOF, Lessor and Lessee have executed these presents, the day and
year first above written.

 LESSOR                                   LESSEE
 BERG & BERG DEVELOPERS                   AMATI COMMUNICATIONS CORPORATION 

 By:_____________________________         By:_________________________________
 signature of authorized representative   signature of authorized representative


 ________________________________         ____________________________________
 printed name                             printed name


 ________________________________         ____________________________________
 title                                    title 


 ________________________________         ____________________________________
 date                                     date 


















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<PAGE>


                                    Exhibit E
                             Lessee Approval Deadlines


Lease signed                                                          03/15/96


Approval of site plan                                                 03/15/96


Approval of building elevation                                        03/15/96


Approval of restroom, stairs and underground plumbing                 03/15/96


Approval of preliminary floor plan, single line                       03/15/96


Approval of final shell plans                                         03/30/96


Approval of interior plans and specifications                         04/15/96


Final selection of all material and interior finishes for 
construction such as carpet, ceramic tile, paint and any other 
lessee selected materials & finishes                                  05/15/96


Lessee shall not unreasonably withhold approval of final shell or interior 
plans if they conform in general to the preliminary site plan, preliminary 
elevation, and floor plans.

The Commencement Date shall be extended one day for each day Lessee does not 
meet each deadline set forth on this Exhibit E.










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