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                                                                   EXHIBIT 10.31



                      FIRST AMENDMENT TO LEASE (BUILDING 3)


        THIS FIRST AMENDMENT TO LEASE (this "Amendment") is made as of July 12,
2002, by and between M-F DOWNTOWN SUNNYVALE, LLC, a Delaware limited liability
company (herein called "Landlord"), and HANDSPRING, INC., a California
corporation (herein called "Tenant").


                                    RECITALS

        A. Landlord is the landlord and Tenant is the tenant under a Lease
Agreement (Building 3) dated as of February 14, 2001 (the "Lease"), for
approximately 205,795 rentable square feet of space (the "Premises"),
constituting the entire six-story building currently under construction and
located at the corner of Evelyn and Mathilda Avenues in Sunnyvale, California,
designated as "Building 3" on the Project Site Plan attached to the Lease, and
more specifically described in the Lease. Capitalized terms used but not
otherwise defined herein shall have the meanings given them in the Lease.

        B. A Work Letter (Building 3) is attached to the Lease as Exhibit "C"
(the "Work Letter"). The Work Letter provides that the Landlord will complete,
at Landlord's cost, the Base Building (as defined in the Work Letter) and that
Tenant will complete, at Tenant's cost, the Warm Shell Improvements and Tenant
Improvements (both as defined in the Work Letter). Tenant's obligations under
the Work Letter are secured by a TI Letter of Credit provided to Landlord, as
more specifically provided in the Work Letter. The Work Letter provides that the
TI Letter of Credit will be released by Landlord to Tenant within sixty (60)
days after the Tenant has spent at least the face amount of the TI Letter of
Credit on the Warm Shell Improvements and Tenant Improvements and certain other
conditions have been satisfied to the reasonable satisfaction of Landlord and
any Mortgagee(s) (as defined in the Lease).

        C. Landlord now is willing to allow the reduction of the face amount of
the TI Letter of Credit from time to time on the terms and conditions set forth
in this Amendment.

        D. Tenant and Landlord now desire to amend the Lease and the Work Letter
on the terms and conditions set forth in this Amendment.

           NOW, THEREFORE, in consideration of the mutual promises set forth
herein and other good and valuable consideration, the receipt and legal
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

        1. AMENDMENT TO LEASE. Paragraph 18 of the Lease is amended by adding
the parenthetical "(any of the foregoing being defined as an "Insolvency
Proceeding")" after the phrase "whether now existing or hereafter amended or
enacted" in the first sentence of such paragraph.

        2. AMENDMENTS TO WORK LETTER. The Work Letter is amended as follows:

           (a) PARAGRAPH 13(e): Paragraph 13(e) of the Work Letter is amended as
follows:

               (i) By renaming the existing Paragraph 13(e) as subparagraph
        13(e)(i) with the subheading "INITIAL TI REQUIRED AMOUNT."

               (ii) By adding the following new subparagraph 13(e)(ii):

                    (ii) REDUCTION OF TI REQUIRED AMOUNT.
           Notwithstanding the foregoing, but subject to the conditions set
           forth in this subparagraph 13(e)(ii), Tenant shall be entitled to
           amend the TI Letter of Credit




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           from time to time, but no more frequently than once in each calendar
           month and four times in the aggregate, to cause the initial face
           amount of the TI Letter of Credit to be reduced by a sum equal to the
           amount that has then been spent by Tenant on the Warm Shell
           Improvements and/or Tenant Improvements, and such reduced face amount
           from time to time shall be the "TI Required Amount" under this
           Paragraph 13(e); provided, however, that Tenant's right to amend the
           TI Letter of Credit in accordance with this subparagraph 13(e)(ii)
           shall be conditioned upon the following: (i) Tenant shall not be in
           Default (and no event has occurred which, with the passage of time or
           giving of notice or both, would constitute a Default) under the Lease
           or this Work Letter at the time Tenant requests such reduction and at
           all times subsequent thereto until such reduction occurs, (ii) no
           Work Letter Draw Event shall have occurred; (iii) the TI Required
           Amount after giving effect to such reduction shall be in an aggregate
           amount that is not less than the remaining cost (as determined by
           Landlord and Mortgagee in their respective reasonable discretion) to
           complete the Warm Shell Improvements and the Tenant Improvements
           (including retention amounts); (iv) Tenant shall have provided
           Landlord with paid receipts and/or such other evidence of payment as
           Landlord may request from all of Tenant's Agents rendering work or
           providing materials in connection with the Warm Shell Improvements
           and/or Tenant Improvements in an aggregate amount of not less than
           the aggregate amount of all reductions to the TI Required Amount
           (including the reduction then being requested) that have occurred at
           such time; and (v) Tenant shall have provided Landlord with executed
           unconditional mechanics' lien releases from all of Tenant's Agents
           described in clause (iv) above, with respect to all sums paid to date
           by Tenant and in an amount of not less than the aggregate amount of
           all reductions in the TI Required Amount (including the reduction
           then being requested) that have occurred at such time. Each such
           amendment to the TI Letter of Credit shall be in form and substance
           satisfactory to Landlord and any Mortgagee, in their respective
           reasonable discretion.

           (b) PARAGRAPH 13(f): Paragraph 13(f) of the Work Letter is amended by
replacing the words "in this clause (v)" in the last sentence of subparagraph
13(f)(ii) with the words "in this subparagraph 13(f)(ii)."

        3. NO DEEMED APPROVAL. Nothing in this Amendment shall be construed as
consent or approval by Landlord of any Assignment or Sublease by Tenant with
respect to the Premises, and any proposed Assignment or Sublease by Tenant is
subject to the terms and conditions of Paragraph 9 of the Lease.

        4. ATTORNEYS' FEES. If either party brings any action against the other,
declaratory or otherwise, arising out of this Amendment, and whether such
litigation sounds in tort or in contract, the losing party shall pay the
prevailing party a reasonable sum for attorney's fees, which shall be deemed to
have accrued on the commencement of such action and shall be paid whether or not
the action is prosecuted to judgment.

        5. CHOICE OF LAW. This Amendment and all of the terms and conditions
herein shall be governed by, and construed and enforced in accordance with, the
laws of the State of California, except to the extent preempted by federal laws.

        6. NO AMENDMENT. This Amendment is not subject to modification or
amendment except by a writing executed by Landlord and Tenant.

        7. COUNTERPARTS. This Amendment may be executed in separate
counterparts. Each such counterpart hereof shall be deemed to be an original
instrument but all such counterparts together shall constitute but one
Amendment.




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        8. TIME OF THE ESSENCE. Time is expressly declared to be of the essence
of this Amendment, and of each, every and all of the covenants and conditions
herein contained.

        9. ENTIRE AGREEMENT. This Amendment constitutes the understanding and
agreement of the parties hereto with respect to the matters set forth herein,
and all prior agreements, understandings or representations with respect to the
subject matter of this Amendment are hereby superseded, terminated and cancelled
in their entirety and are of no further force or effect.

        10. CONSTRUCTION OF AGREEMENT. The parties hereto agree that both
parties cooperated in drafting this Amendment. Accordingly, any rule of law or
legal decision that would require interpretation of any ambiguities in this
Amendment against the party drafting it is not applicable and is waived. The
provisions of this Amendment shall be interpreted in a reasonable manner to
effect the intent of the parties and the purpose of this Amendment. If any
provisions hereof shall be unenforceable or ineffective, all of the other
provisions shall remain in full force and effect.

        11. NO BROKERS. Each of Tenant and Landlord hereby represent and warrant
to the other parties that it has not negotiated with any real estate agents,
brokers or finders in connection with the amendment of the Lease pursuant to
this Amendment. Each party hereby agrees to indemnify and hold the other parties
harmless from and against any and all claims, liabilities, costs and expenses
(including, without limitation, reasonable attorneys' fees and disbursements)
resulting from the foregoing representation by such party being false.

        12. SUCCESSORS AND ASSIGNS. This Amendment shall be binding on and inure
to the benefit of the parties and their respective heirs, successors, executors,
administrators and assigns.

        13. NO OTHER AMENDMENTS. Except as expressly and specifically amended by
this Amendment, the Lease and all terms and provisions thereof shall remain in
full force and effect.




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        14. EXECUTION BY LANDLORD. This Amendment is contingent upon Landlord
obtaining the current Mortgagee's consent to this Amendment. Satisfaction of
this condition shall be evidenced by Landlord's execution of this Amendment and
delivery thereof to Tenant, without any independent verification by Tenant being
required. This Amendment shall not be binding on Landlord unless and until such
consent has been obtained and Landlord has executed and delivered this Amendment
to Tenant.

        IN WITNESS WHEREOF, the parties hereto have each respectively caused
this Amendment to be fully executed and delivered as of the date and year first
above written.



                                    LANDLORD:

                                    M-F Downtown Sunnyvale, LLC,
                                    a Delaware limited liability company

                                    By:  M-D Ventures, Inc., a California
                                         Corporation, its Manager



                                         By:  __________________________________
                                              John Mozart, its President

                                    TENANT:

                                    HANDSPRING, INC.,
                                    a Delaware corporation



                                    By:   ___________________________
                                    Its:  ___________________________



                                    By:   ___________________________
                                    Its:  ___________________________




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